Terms of Service for Teams

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Terms of Service for Teams

Last Update: June 30, 2026

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

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

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

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

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

1. Definitions

1.1. "Authorized User" means Your Team Administrators and Team Members.

1.2. "Content" means both Maven Content and End User Content, each as defined below.

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

1.4. "End User Content" means text, images, graphics, charts, graphs, information and other materials posted by any End User (including without limitation, Your Team Members) to the Maven User Communities, Maven User Portfolios, or elsewhere in the Services.

1.5. "Terms for Individuals" means the Terms for Individuals for End Users.

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

1.7. "Order Form" means the document signed by Customer that further describes the subscriptions to the Services Customer is purchasing.

1.8. "Services" means the proprietary subscription services subscribed to by Customer under an Order Form, including any associated Maven offline or mobile components, as described in the Documentation.

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

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

1.11. "Third Party Product" means any third party software, website, application, platform, program, data feed, or data source that Customer may elect to use with the Services but that is not licensed by Maven to Customer under this Agreement.

1.12. "Usage Data" means anonymized or aggregated data, statistics, usage analytics and analysis derived from the Services and Customer's use thereof.

2. Services

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

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

2.3. Service Levels. Maven will use commercially reasonable efforts to provide the Services in accordance with the Service Level Addendum.

2.4. Affiliates.

2.4.1. Subject to the terms of the Order Form and this Agreement, the Customer may make the Services available for use by its Affiliates provided that (a) all licensing restrictions are complied with by each Affiliate, and (b) such Affiliates are bound by obligations as protective of Maven as this Agreement for the benefit of Maven. Customer shall be liable for any breach of the terms and conditions of this Agreement by any of its Affiliates, except where the Affiliate has signed its own Order Form with Maven for the Services pursuant to Section 2.4.2.

2.4.2. In addition to Section 2.4.1, Customer's Affiliates may acquire Services subject to the terms and conditions of this Agreement by executing Order Forms hereunder directly with Maven. Each Order Form executed by an Affiliate hereunder shall incorporate the terms of this Agreement by reference and be deemed to be a two party agreement between Maven and such Affiliate. Each Affiliate executing an Order Form shall be solely responsible for its obligations pursuant to such Order Form as well as for the obligations to be performed pursuant to this Agreement and the liabilities arising out of this Agreement as if it was the named party instead of Customer. Customer shall have no obligations or liabilities as to such Order Form signed by its Affiliate and Maven shall look solely to the Affiliate executing such Order Form.

2.4.3. Supplemental Terms. Certain Services or features may be governed by supplemental terms, addenda, or policies in addition to this Agreement ("Supplemental Terms"). Maven will provide Customer with any applicable Supplemental Terms prior to Customer's use of the applicable Services or features. In the event of a conflict between this Agreement and any Supplemental Terms, the Supplemental Terms shall control with respect to the applicable Services or features, unless the applicable Order Form provides otherwise.

2.4.4. Weekly Live Workshops. Certain subscription plans may include access to optional weekly live training workshops offered by Maven ("Workshops"). If Customer's Order Form includes access to Workshops, participation by eligible Team Members shall be subject to the Weekly Live Workshops Addendum, which is incorporated herein by reference and constitutes Supplemental Terms under this Agreement. Each Team Member's participation in Workshops is also subject to such Team Member's acceptance of the Terms for Individuals and the Weekly Live Workshops Addendum thereunder. Maven reserves the right to modify, suspend, or discontinue the Workshops at any time in its sole discretion.

3. Orders and Fees

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

3.2. Fees. Customer agrees to pay Maven all fees set forth in the applicable Order Form ("Fees") in accordance with this Agreement and the Order Form. If not otherwise specified on an Order Form, all Fees (except Fees subject to a good faith dispute) will be due within thirty (30) days of the invoice date. Except as otherwise specifically provided in this Agreement, all Fees paid and payable to Maven hereunder are non-cancelable and non-refundable. All amounts payable under this Agreement are in United States dollars, and Customer will pay all such amounts in United States dollars.

3.3. Failure to Pay. If Customer fails to pay any undisputed Fees due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of Law, (i) Maven reserves the right to suspend the Service upon thirty (30) days written notice, until such undisputed amounts are paid in full, and (ii) Maven will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable Law until Customer pays all undisputed amounts due.

3.4. Expenses. Customer will pay all pre-approved (in writing, email is acceptable) reasonable travel and out-of-pocket expenses incurred by Maven in connection with any Services rendered.

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

4. Account Registration and Administration

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

You acknowledge and agree that the authorization of access to Your account is solely Your responsibility. You are responsible for authorizing new Authorized Users (including the assignment of Team Administrators) and for removing Authorized Users who should no longer be included as part of Your subscription (for example, when a Team Member is no longer employed by You, or moves on to a different role).

You are responsible for:

(a) maintaining the confidentiality of Authorized Users' user names and passwords;
(b) ensuring that all activities that occur in connection with Your account comply with this Agreement; and
(c) ensuring that all Team Administrators comply with this Agreement.

You are responsible for all activities conducted, or directions or instructions issued, by You or under Your account and Your Authorized User logins. Authorized User accounts shall not be used by more than one individual unless the account has been reassigned in its entirety to another individual, in which case the prior individual shall no longer have any right to access or use the Services.

In addition to our other remedies hereunder, We reserve the right upon notice to You (email is acceptable) to terminate or suspend any Authorized User's right to access the Services if the Authorized User has violated any of the restrictions contained in this Agreement (including, without limitation, those set forth in Section 9), or if any Team Member has violated the Terms for Individuals.

5. Maven Content

Maven makes available certain Maven Content via the Services. Maven Content is subject to change at any time without notice. As between You and Maven, all Maven Content are owned by Maven and its licensors, and Maven retains all right, title and interest in the Maven Content, including all modifications, enhancements, and derivatives of Maven Content (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith), and all copies of Maven Content. Maven and its licensors reserve all rights not expressly granted in and to Maven Content.

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

Subject to the terms and conditions of the Agreement, during the term Your subscription to the Services only, You are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access the Maven Content provided by Maven through the Services for Your internal business use only, and solely in compliance with this Agreement. All Maven Content is provided for informational purposes only. No Maven Content is intended to provide financial, legal, tax or other professional advice. The quality of the display of the Maven Content may vary from device to device and may be affected by factors outside of our control, such as Your internet connection and geographic location.

6. Team Members and End User Content

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

YOU ACKNOWLEDGE AND AGREE THAT ALL END USER CONTENT POSTED TO THE SERVICES, ACCESSIBLE VIA THE SERVICES OR OTHERWISE PROVIDED TO MAVEN BY ANY TEAM MEMBER IS PROVIDED TO MAVEN UNDER THE TERMS FOR INDIVIDUALS AND NOT THIS AGREEMENT.

The licenses granted to Maven for the End User Content are set forth in the Terms for Individuals. You acknowledge and agree that no compensation of any kind will be paid to You for use of any End User Content provided to Maven, the Site, or the Services by any of Your Team Members. End User Content may be publicly accessible and may be searchable on the internet. You must instruct Your Team Members not to post any End User Content on or through the Site or Services that You consider to be Your confidential or proprietary information.

If You wish to report End User Content that does not comply with the Terms for Individuals, please contact us here: admin@mavenanalytics.io.

We have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any End User Content (i) that we consider to violate any of our terms and conditions or policies, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to You, any End User, or any third party.

Maven accepts no responsibility or liability for any End User Content (or Your access to or use of such End User Content), whether submitted by a Team Member, any other End User, or any third party. We do not guarantee the accuracy, integrity, appropriateness, or quality of any End User Content. End User Content has not been verified or approved by us, and we have no obligation to pre-screen, monitor, review, or edit any End User Content. You acknowledge that End User Content is the responsibility and liability of the End User who posted the applicable End User Content. We are not responsible for, and we do not endorse, the opinions, advice, suggestions, or recommendations posted in any End User Content. You acknowledge and agree that when You view End User Content on the Site or Services, You are doing so at Your own risk. Under no circumstances will we be liable in any way for any End User Content.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ACCESS TO AND USE OF END USER CONTENT IS PROVIDED BY MAVEN "AS-IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

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

7. User Communities

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

8. User Profiles and Portfolios

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

9. Restrictions on Use

You and Your Authorized Users shall not (and shall not authorize others to):

(a) copy the look-and-feel or functionality of the Services or Content;
(b) remove any proprietary notices, marks, labels, or logos from the Services or Content;
(c) change, alter, modify, decompile, disassemble, translate, reverse engineer, create derivative works, transfer, mirror or frame, sell, resell, rent, lease, distribute, perform, publish, sublicense, transfer or otherwise exploit the Services, the Content or any portion thereof;
(d) attempt to derive the source code or the inner workings of the Services or use the Services or Content in order to create a competitive product or service;
(e) archive, download reproduce, duplicate, bootleg, or otherwise make any copies of the Services or Content.

This license does not allow You to distribute or make the Services available over a network where it could be used by multiple devices at the same time using the same user license.

You and Your Authorized Users may not:

(1) use the Services or Content for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
(2) incorporate the Services or Content in any other program or product.

You may not publicly perform the Services or Content. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Services or Content. You and Your Authorized Users may not use the Services or Content for any illegal, unlawful or unauthorized purpose, or to solicit others to perform or participate in any unlawful acts. In using the Services and Content, You warrant that You and Your Authorized Users will not violate any international, federal, state or local laws, rules, regulations or ordinances. You and Your Authorized Users must not upload or transmit any worms, viruses, bots, Trojans, back doors, or any malicious or destructive code of any kind to the Services, or any code that will affect the functionality or accessibility of the Services.

You and Your Authorized Users will not use the Services or Content to:

(a) impersonate any person or entity, or submit false or misleading information (such as using a false e-mail address or pretending to be someone other than Yourself) or otherwise misrepresent Your affiliation with any person or entity;
(b) collect or track the personal information of others or use any data mining, data gathering, or extraction method;
(c) use any robot, spider, scraper or other automated means to access the Services, collect information from, or otherwise interact with the Services; or
(d) submit any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other prohibited form of solicitation; or
(e) interfere with or circumvent the security features of the Services.

You and Your Authorized Users will not use the Services or Content in or for the benefit of a country, organization, entity, or person embargoed or blocked by the United States government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

You and Your Authorized Users may not use the Services in a manner that:

(a) is discriminatory, including discrimination based on race, sex, gender, gender identity, religion, nationality, disability, sexual orientation or age;
(b) may create a conflict of interest or undermine the purposes of the Services;
(c) includes any private information, personal information, or confidential information of any third party or person;
(d) is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory;
(e) constitutes, encourages or provides instructions for criminal or unlawful acts; and
(f) is intended to harass, harm, or bully any person, or contains a threat of any kind.

10. Use of Artificial Intelligence and Machine Learning

10.1. Maven may use artificial intelligence, machine learning, and related technologies ("AI Technologies") in connection with the Services, including without limitation to personalize the user experience, generate content recommendations, provide analytics insights, summarize or explain content, power interactive features, improve platform functionality, and develop new features and services. AI Technologies may process data provided through the Services, including End User Content and Usage Data, in accordance with Maven's Privacy Policy.

10.2. Content or outputs generated, suggested, or assisted by AI Technologies are provided on an "AS IS" basis without warranty of any kind. Customer acknowledges that AI-generated content may be inaccurate, incomplete, or unsuitable for Customer's purposes, and Customer and its Authorized Users are solely responsible for evaluating and verifying any such content before relying on it. Maven shall have no liability for any decisions, actions, or outcomes based on AI-generated content.

10.3. Maven may use AI Technologies and other automated systems ("Automated Tools") to review, analyze, detect, filter, flag, and remove End User Content posted by Team Members or other End Users, including without limitation to identify spam, abuse, prohibited content, and violations of this Agreement or the Terms for Individuals. Automated Tools may operate without prior notice to Customer and without human review of individual content decisions. Customer acknowledges and agrees that:

(a) Automated Tools may not be perfectly accurate and may occasionally flag, restrict, or remove End User Content that does not actually violate this Agreement or the Terms for Individuals;
(b) Maven has no obligation to restore or reinstate any End User Content removed or restricted by Automated Tools;
(c) Customer's sole remedy for End User Content incorrectly removed or restricted by Automated Tools is to contact Maven at admin@mavenanalytics.io for manual review, which Maven may conduct in its sole discretion; and
(d) Maven shall have no liability to Customer or any Authorized User for any action taken or not taken by Automated Tools with respect to End User Content.

10.4. Maven reserves the right to introduce, modify, or discontinue AI-powered features at any time without liability to Customer.

11. Intellectual Property

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

11.2. Usage Data. Customer acknowledges and agrees that during the term of this Agreement and thereafter, Maven may collect, analyze, copy, display and use Usage Data for the purposes of providing, operating, analyzing, and improving the Services and other Maven products and services. Maven may disclose Usage Data to its partners, customers, and on its public facing website for the purposes of benchmarking and online marketing, provided however Maven will not disclose any Usage Data unless it is in an aggregated and anonymized format that would not permit a third party to identify the data as associated with Customer or any individual.

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

12. Third Party Products

Maven may elect to maintain integrations for the Services with certain Third Party Products, and the Services may be used with certain Third Party Products. Customer acknowledges that use of any integration or use of Third Party Products requires a separate agreement with a third party vendor and may require the payment of fees to a third party vendor for access to the Third Party Product(s), and Maven has no obligation to enter into any such agreement on behalf of Customer. Customer is responsible for ensuring it has appropriate terms for the processing of Customer Data in place with any such third party vendor. Maven is not responsible or liable for:

(i) any Third Party Products,
(ii) any delay, unavailability or connectivity issues caused by Third Party Products or third party vendors who provide Third Party Products, or
(iii) errors that may arise in the Services as a result of any such Third Party Products or modifications thereto made by anyone other than Maven.

13. Data Processing

Customer acknowledges that Maven will process certain data provided by Customer and its Authorized Users in connection with the provision of the Services, which may include personal data such as names, email addresses, usage information, and any other data submitted through the Services ("Customer Data"). Maven will process Customer Data in accordance with its Privacy Policy located at www.mavenanalytics.io/terms, which is incorporated herein by reference. Customer is responsible for ensuring that it has obtained all necessary consents and authorizations from its Authorized Users for Maven to process their personal data as contemplated by this Agreement and the Privacy Policy. Customer represents and warrants that all Customer Data provided to Maven complies with applicable data protection and privacy laws. Maven will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. If the parties determine that a data processing addendum is required under applicable data protection law, the parties shall negotiate such addendum in good faith.

14. Warranty and Disclaimers

14.1. Services Warranty. Maven warrants that during the term of any Order Form for the Services, the Services will conform, in all material respects, with its Documentation. For any breach of the above warranty, Maven will, at no additional cost to Customer, provide remedial services necessary to enable the Subscription Service to conform to the warranty. Customer will provide Maven with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. If Maven is unable to remedy such breach within sixty (60) days, Customer may elect to terminate the applicable Order Form by providing written notice to Maven and receive a refund of any prepaid fees for the non-conforming Subscription Service. The remedies set out in this section are Customer's sole remedies for breach of this warranty. This warranty will only apply if the Services have been utilized by Customer in accordance with the Order Form and this Agreement. Maven is not responsible for correcting errors caused by third party software or applications not provided by Maven.

14.2. Disclaimers. MAVEN DOES NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED. THE WARRANTIES STATED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY MAVEN. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MAVEN IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PRODUCTS CUSTOMER MAY ELECT TO USE WITH THE SERVICES.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS AND COSTS, IN CONNECTION WITH THE PERFORMANCE OF THE SITE, SERVICES, MAVEN CONTENT, OR THE PERFORMANCE OF ANY OTHER OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.

THE TOTAL CUMULATIVE LIABILITY OF MAVEN TO CUSTOMER FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE SERVICES FEES PAID BY YOU TO US UNDER THE APPLICABLE ORDER FORM FOR THE SERVICES WHICH FORM THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS SET FORTH ABOVE DO NOT APPLY TO EITHER PARTY'S WILLFUL MISCONDUCT OR FRAUD, CUSTOMER'S BREACH OF MAVEN'S INTELLECTUAL PROPERTY RIGHTS, CUSTOMER'S OBLIGATION TO PAY FEES OWED HEREUNDER, OR TO ANY CLAIM THAT CANNOT BE LIMITED BY APPLICABLE LAW. MAVEN'S THIRD PARTY LICENSORS HAVE NO LIABILITY UNDER THIS AGREEMENT.

16. Termination

16.1. Term. This Agreement will begin on the Effective Date as set forth above and will continue until otherwise terminated under this Section 16. The Term of each Order Form shall be set forth on the Order Form. Except as otherwise specified in the applicable Order Form, subscriptions to the Services will automatically renew for additional terms equal to the expiring Term, unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Any renewal shall be subject to an annual fee increase.

16.2. Termination. Either party may terminate this Agreement or any Order Form:

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

Termination of an Order Form will not terminate this Agreement. Termination of this Agreement will however terminate all outstanding Order Forms. Either party may also terminate this Agreement by providing 30 days' prior written notice to the other party, only if there are no outstanding Order Forms then currently in effect.

16.3. Effect of Termination. Upon any termination or expiration of this Agreement or any applicable Order Form, Maven will no longer provide the applicable Content and Services to Customer, and Customer will stop using the Services and Content. Customer will pay Maven for all fees that had accrued prior to the termination date. Upon termination of this Agreement, each party will promptly return or destroy all Confidential Information of the other party in its possession. All rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Order Form. Except as expressly provided herein, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party.

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

17. Confidentiality

17.1. Confidential Information. During the term of this Agreement and for a period of three (3) years following its expiration or termination, each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential ("Confidential Information"). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing party's business and the industry in which it operates, is of a confidential or proprietary nature. Maven Analytics' Confidential Information includes, without limitation, the Services and the Maven Content, and all pricing and subscription plans for the Services.

The receiving party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to Authorized Users, or either party's directors, officers, employees, outside consultants, or advisors (collectively "Representatives") who have a need to know such Confidential Information in the course of the performance of their duties for the receiving party and who are bound by a duty of confidentiality no less protective of the disclosing party's Confidential Information than this Agreement. The receiving party and its Representatives shall use such Confidential Information only to exercise the receiving party's rights and perform obligations under this Agreement and not for any other purpose. Each party accepts responsibility for the actions of its Representatives and shall protect the other party's Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall use less than reasonable care.

17.2. Exceptions. Information will not be deemed Confidential Information hereunder if such information:

(i) is known prior to receipt from the disclosing party, without any obligation of confidentiality;
(ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or
(iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

17.3. Injunctive Relief. Notwithstanding any other provision of this Agreement, both parties acknowledge that any use of the disclosing party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the non-breaching party irreparable and immediate damage for which remedies other than equitable or injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the non-breaching party may be entitled hereunder, at law or equity, the non-breaching party shall be entitled to seek an injunction or injunctions to restrain such use in addition to other appropriate remedies available under applicable law.

18. Indemnification

18.1. Maven Indemnification. Maven will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") incurred arising out of or in connection with a claim, suit, action, or proceeding brought by a third party against Customer alleging that the use of the Services as permitted hereunder infringes any United States patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party.

Excluded from the above indemnification obligations are claims to the extent arising from:

(a) use of the Services in violation of this Agreement or applicable law,
(b) use of the Services after Maven notifies Customer to discontinue use because of an infringement claim,
(c) any claim relating to any Third Party Products,
(d) any claim relating to End User Content,
(e) modifications to the Services made by anyone other than Maven (where the claim would not have arisen but for such modification),
(f) the combination, operation, or use of the Services with software, materials, data or equipment which was not provided by Maven, to the extent that Customer liability for such claim would have been avoided in the absence of such combination, operation, or use; or
(g) compliance by Maven with Customer custom requirements or specifications if and to the extent such compliance with Customer custom requirements or specifications resulted in the infringement.

If the Services are held to infringe, Maven will, at Maven's own expense, in Maven's sole discretion use commercially reasonable efforts either:

(a) to procure a license that will protect Customer against such claim without cost to Customer;
(b) to replace the Services with non-infringing Services without material loss of functionality; or
(c) if (a) and (b) are not commercially feasible, terminate this Agreement or the applicable Order Form and refund to Customer any prepaid unused fees paid to Maven for the infringing Services.

The rights and remedies granted to Customer under this Section 18.1 state Maven's entire liability, and Customer's exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise.

18.2. Customer Indemnification. Customer shall indemnify, defend, and hold Maven harmless from and against any and all Losses resulting from a claim, suit, action, or proceeding brought by any third party against Maven that arises out of or results from a claim resulting from Customer's breach of Section 9.

18.3. Procedure. The indemnified party shall:

(i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party's obligation except to the extent it is prejudiced thereby, and
(ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying party shall not settle any claim without the indemnified party's prior written consent (such consent not to be unreasonably withheld or delayed).

The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party's cost).

19. General

19.1. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts excluding its principles of conflicts of law and the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding with respect to this Agreement shall be brought in the state or federal courts in Suffolk County, Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each party knowingly, voluntarily, and intentionally waives (to the extent permitted by applicable law) any right the party may have to a trial by jury of any dispute arising under or relating to this Agreement. Except for actions for non-payment or breach of a party's intellectual property rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.

19.2. Free Trials. If Customer uses a Free Trial, then the applicable provisions of this Agreement will govern that Free Trial, and Maven will make such Free Trial available to Customer on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Customer agreed to use such Free Trial, (b) the start date of any Service subscription purchased by Customer for such Services, or (c) termination of the Free Trial by Maven in its sole discretion. A free trial period may be extended upon mutual agreement by Maven and Customer.

Notwithstanding anything to the contrary in this Agreement, a Free Trial is provided "AS IS." MAVEN MAKES NO REPRESENTATION OR WARRANTY AND SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO A FREE TRIAL. MAVEN SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A FREE TRIAL, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE MAVEN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A FREE TRIAL IS US$1,000. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LIMITATION OF LIABILITY, CUSTOMER SHALL NOT USE THE FREE TRIAL IN A MANNER THAT VIOLATES APPLICABLE LAWS AND WILL BE FULLY LIABLE FOR ANY DAMAGES CAUSED BY ITS USE OF A FREE TRIAL. ANY CONTENT ENTERED INTO A FREE TRIAL ACCOUNT MAY BE PERMANENTLY LOST UPON TERMINATION OF THE FREE TRIAL.

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

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

19.5. Independent Contractors. Customer and Maven Analytics are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, or principal and agent between them, for any purpose whatsoever.

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

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

19.8. Notices. All legal notices shall be in writing and effective upon:

(i) personal delivery,
(ii) one (1) business day after deposit with a recognized overnight courier for U.S. deliveries (or three (3) business days for international deliveries), or
(iii) the day of sending by email (except for notices of indemnifiable claims),

if to Maven then to admin@mavenanalytics.io, or if to Customer then to the email address on the applicable Order Form, in each case with the words "Legal Notice" in the subject line. Billing-related notices to Customer may be provided by email to the relevant billing contact designated by Customer in the applicable Order Form.

19.9. No Third-Party Beneficiaries. Nothing contained in this Agreement is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such person.

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

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

19.12. United States Government Restricted Rights Legend. The Services, including any software or technology provided hereunder for ultimate federal government end use, or that are otherwise subject to the Federal Acquisition Regulations (FAR), are "Commercial Items" as defined in 48 C.F.R. 2.101 and are being provided as commercial computer software and commercial computer software documentation subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If such items are acquired by or on behalf of any agency within the Department of Defense ("DOD"), then they are subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors. This Section 19.12 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data. If a government agency needs additional rights beyond those customarily given by Maven to the public, Customer must negotiate with Maven a mutually acceptable written addendum to this Agreement specifically granting those rights.

19.13. Entire Agreement. This Agreement, including all linked documents referenced herein and all Order Forms, contains the entire agreement between the parties, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Only a written amendment that refers to this Agreement or the applicable Order Form and that is signed by both parties may amend this Agreement or such Order Form. Signatures to this Agreement transmitted by facsimile, by electronic mail in "portable document format" (".pdf"), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. In the event of a conflict between the English language version of the Agreement and any foreign language translation versions thereof, the English language version of the Agreement shall govern and control.

You may also reach us by mail at:

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