Terms of Use & Partner Agreement

These Terms of Use, (these “Terms”) are entered into by and between you and My Favorite Things, Inc. d/b/a Mavely (“Mavely,” “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 Mavely 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 represent and warrant that:

You are legally capable of entering into binding contracts;
All registration information you submit is truthful and accurate;
You will maintain the accuracy of such information; and
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 provide such information. If any information is incorrect or outdated, it can lead to errors, delays, or removals for which we will not be responsible.

You shall not share your Account information. You shall not use another person’s Account or registration information for the Services without permission. Similarly, you are not permitted to allow any third party to use your Account without our 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 may not publish, distribute, or post login information for your Account.

We have the right to disable any username, 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@joinmavely.com.

Account Security and Communications

When you register for an account, you agree to provide accurate and complete information, including a valid phone number.

You agree that Mavely may send you a one-time text message, or other communications, to the phone number you provide during registration for the purpose of verifying your identity, securing your account, and preventing fraud. Standard messaging rates may apply.

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 herein. 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. 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:

power generation systems;
aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;
safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and
military or aerospace applications, weapons systems, or environments

(i) 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

Mavely may, directly or indirectly through the services of others, collect and store information and data regarding your use of the Services and about equipment on which the Services are installed or through which they otherwise are accessed and used, including but not limited to compiling statistical and performance information relating to the provision and operation of the Services. As between you and Mavely, all right, title, and interest in such information and data, and all intellectual property rights therein, belong to and are retained solely by Mavely. You agree that Mavely may use such information and data to enforce its rights under these Terms, to train artificial intelligence models and algorithms, and for any other internal or external use permitted under applicable law.

Cancellations by Mavely

We may terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination may be immediate and without notice. A breach of these Terms includes, without limitation, the unauthorized copying or downloading 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 your use of and access to the Services is in compliance with the laws of your specific jurisdiction.

Change in the Services; Restrictions on Use

We may from time to time, and 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 materials 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 may violate copyright, trademark, and/or other intellectual property laws, privacy laws, publicity laws, 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 permitted by these Terms, 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. 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 Mavely 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 Mavely 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, MAVELY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY MAVELY 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 MAVELY 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 MAVELY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

IN NO EVENT WHATSOEVER SHALL MAVELY, 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. MAVELY 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, MAVELY 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, MAVELY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO MAVELY 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 Mavely, 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, including content you submit or make available through the Services, or your use of any information obtained through the Services.

Governing Law

No matter where you’re located, the laws of the Commonwealth of Massachusetts will govern these Terms and the relationship between you and Mavely as if you signed these Terms in Massachusetts, without regard to Massachusetts state’s conflicts of laws rules. The parties agree to submit to the federal or state courts in Massachusetts for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.

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 Mavely 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

You release Mavely 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 Mavely 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@joinmavely.com

Partner Agreement

The term “Partner Agreement” collectively refers to the terms and conditions below and the Mavely Knowledge Base found here (“Knowledge Base”), in its current form and as may be amended in the future at Mavely’s discretion. You shall be referred to herein as “Partner” and/or “you” and you by using Mavely’s Services and the Software you agree to the terms and conditions of the Partner Agreement. 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 Mavely and cancel the Partner Agreement and stop using the Services. 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 Mavely. In the event of any conflict between the Terms of Use and the Partner Agreement, the Partner Agreement shall govern. Terms not defined in this Partner Agreement shall have the meaning assigned to them in the Terms of Use.

Amendments to the Agreement. Mavely 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 Mavely. Partners shall not lead anyone to believe that they are employees of Mavely.

Intellectual Property.

Partner owns all of content uploaded to Mavely’s Site or creates as a part of Partner’s use of the Services (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 Partner 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 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, including but not limited to updating or optimizing links and to train artificial intelligence models and algorithms. 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 SERVICES, SITES, OR ANY OF THE APPS IN AREAS THAT OTHERS CAN VIEW, COPY AND USE.

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

Partner is responsible for paying local, state and federal taxes on any income generated as an independent contractor.
In compliance with IRS regulations, if a Contractor earns $600 or more from Mavely within a calendar year, Mavely is required to issue a Form 1099-NEC. This form reports nonemployee compensation paid to Contractors for services rendered during the tax year.
Please reference the 1099 Reporting and Tax Policy for Creators for more information.

Assignment of Rights and Delegation of Duties. Partner may not assign any rights under the Partner Agreement or their Mavely Account 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 Partner 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 Partner Agreement to such third party as part of the sale or transfer.

Waiver. Any waiver by either party of any breach of the Partner 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. Partner grants 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. Partner waives all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished materials.

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 (1) 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 Mavely 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 for 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. Partner agrees to exhibit high moral character in their personal and professional conduct. Partner shall not engage in any conduct that may damage Mavely’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 Partner must adhere pursuant to this section, the following standards specifically apply to Partner’s activities:

Partner 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 Services. Mavely reserves the right to remove any Partner immediately, without warning, and without a detailed explanation for not following brand terms and conditions.
Impersonation of any individual or entity is strictly prohibited. This includes, but is not limited to, using another person's name, username, branding image, likeness, or any other identifying information without their explicit consent. Such actions will result in immediate account termination and reversal of sales, or loss of commission.
Partner must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in Mavely’s sole discretion, could damage Mavely’s reputation or the culture that exists within the field sales force. Such actions will result in immediate account termination and reversal of sales, or loss of commission.
Deceptive conduct is always prohibited. Partner must ensure that their statements are truthful, fair, accurate, and not misleading. Partner must be posting as themselves, or the brand that is trademarked, representing a true person, and not posting under fake or misleading names.
If you are found to be linked with a removed user either directly or indirectly, you will be removed. No further explanation will be provided.
Mavely strictly prohibits the buying, selling, or trading of social media pages or groups from one creator to another. Such actions violate the spirit of the Mavely community, which is intended to foster genuine connections and interactions. Engaging in these activities can harm Mavely's reputation and lead to misuse of the Services, resulting in negative consequences for the user.
Inventory levels are not to be posted. Ex: 'Restocked, X amount available at this time.’ is prohibited and if found, sales will be reversed and Partner may lose commission.
Glitch Sales and Affiliate Link Usage
- While we recognize that some creators may use glitch sales to attract followers, we want to emphasize that using affiliate links in conjunction with glitch sales can be risky. Mavely strongly discourages the use of affiliate links for such offers, as doing so may attract unwanted attention from brands. Brands often do not approve of or compensate for sales originating from glitch offers. Additionally, orders resulting from glitch sales often go unfilled or are returned, further increasing the risk of non-payment for affiliate commissions.
- If Partner chooses to use affiliate links with glitch sales, Partner does so at their own risk. Mavely cannot guarantee any payment or commission for sales generated through such links, and we encourage Partner to be cautious when incorporating them into their Content. Additionally, Partner is fully responsible for ensuring their Content complies with the brands' terms and conditions and Mavely's guidelines.
- By using affiliate links with glitch sales, Partner acknowledges that they may not receive compensation for these sales and agree to take full responsibility for the potential consequences. Mavely reserves the right to suspend or terminate a creator’s account if these practices result in violations of brand agreements or Mavely’s terms.
FTC GUIDELINES - A clear and conspicuous disclosure suited to the online property on which the Partner is publishing MUST be incorporated into all posts such as #ad, #paid, or #sponsored.
- Such disclosure must comply with all applicable laws, including the FTC’s Endorsement and Testimonial Guidelines, included here for reference:
  - Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf)
  - Endorsements, Influencers, and Reviews (https://www.ftc.gov/business-guidance/advertising-marketing/endorsements-influencers-reviews)
  - Disclosures 101 for Social Media Influencers (https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers)
  - When Does the FTC Act Apply to Product Recommendations? (https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking#ftcactapply)

If the Agreement is canceled for any reason, 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.

In the event that Partner violates any law, rule, or regulation or if Partner’s conduct, in Mavely’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, Mavely 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, or the seller expects fraudulent purchases, 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), fraudulent purchases, or customer charge backs will be recovered by Mavely from Partner who was 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, reversals, and/or 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.

Requests made six (6) months after a missed payment will be denied for reprocessing.

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.
Mavely reserves the right to withhold or reduce any Partner’s compensation as it deems necessary due to corrections made to Partner’s 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 Partner 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 and Warranties. Partner hereby represents, and warrants to Mavely 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) Partner has obtained all rights, licenses and permits and obtained all releases (in a form pre-approved by Mavely) necessary for Mavely to use any Content (and will provide Mavely with copies thereof upon Mavely's request); (iii) the Content will not infringe or violate any intellectual property right, right of publicity or privacy, or other right of any third party; (iv) the Content 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 Content 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 Mavely policy provided in writing to Partner and all terms of use applicable to any social media channels on which Partner posts.

Social Media. If Partner utilizes any form of social media in connection with their use of Mavely Services, including but not limited to blogs, Facebook, Twitter, LinkedIn, YouTube, or Pinterest, 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 Mavely are proprietary trade names, trademarks and service marks of Mavely. Mavely 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 the Partner Agreement for any reason, the license shall expire, and Partner shall immediately discontinue all use of Mavely’s trademarks and trade names. Under no circumstances may 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. Partner must not interact with the media regarding the Mavely Services. 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 Mavely 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, Mavely may institute legal proceedings for monetary and/or equitable relief.

Indemnification. Partner agrees 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 Content. 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 Mavely, 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 Content.

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 promote products and services using Mavely’s 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 Partner believes that Mavely has made an error in their compensation, Partner must report it to Mavely 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 Partner and Mavely relating to the Partner Agreement, the Mavely Services, 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 Commonwealth of Massachusetts, without regard to conflicts of law principles, and the parties hereby consent to the jurisdiction of Massachusetts state courts or federal courts located within Boston, Massachusetts 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.

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