End User License Agreement

Overview. This User Agreement (the “Agreement”) governs your relationship with Maven Research, Inc. (“Maven”), your use of the Maven website (the “Site”) and the services provided by Maven and the Site (the “Services”).

Services. The Services include connecting users seeking knowledge and opinion with other users offering to provide their knowledge, opinions and insights. The Services facilitate interactions between users. You understand that (i) we are not a party to and will not have any liability with respect to such interactions, and (ii) the knowledge and opinions of other users are not ours, and we do not endorse or warrant the accuracy of any information provided by any other user.

Access. You, your affiliates and designees shall be permitted to access and use the Services, and you shall be responsible for any use of the Services or breach of this Agreement by any persons who gain access to the Site and/or the Services through you or your login (except in the case of fraud). You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, “Account Information”). Do not disclose your Account Information to anyone else, and do not use anyone else’s Account Information. Notify us promptly about any unauthorized use of your Account Information or any breach of security of which you become aware. You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information as required.

Fees. If you consume Services, you shall pay us the fees as specified on the Site (or in written correspondence with us) upon invoice receipt; unless otherwise indicated on the invoice, any amount not paid within 30 days from the date of the invoice shall be subject to a late fee calculated at a rate of 1.5% per month on the outstanding amount. You shall pay any and all taxes and other charges imposed by any taxing authority in connection with this Agreement or relating to the Services (other than tax on our income or the income of other users). If you enter into a Subscription with Maven, unless otherwise specified on the executed Subscription Agreement, the Subscription will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term. The pricing during any automatic renewal term will be the same as that during the immediately prior term unless Maven has given you written notice of a pricing increase at least 90 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

Compliance with Law. Use of the Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, including, without limitation, those relating to the export of technical and other data from the United States (or from your country if you are not located in the United States).

Code of Conduct. Use of the Site and the Services are subject to, and you agree that you shall at all times comply with, the Maven User Code of Conduct.

Conflicts. You represent and warrant that your use of Maven is not and will not be in breach of any express or implied terms of any contract or of any other obligation binding upon you. You will not use Maven in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.

Material Non-Public Information. You will not use Maven to solicit, disclose, or misappropriate any material non-public information within the meaning of United States securities laws (or similar concept as defined under any applicable law or regulation).

Confidentiality. All Maven users must respect and preserve confidential information, defined as all information disclosed by a party to another party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

All non-public information pertaining to Maven’s business (including our pricing information and the identity of our users) is confidential information. You will hold all confidential information in trust and confidence, and not disclose, misappropriate or make available to any third-party, directly or indirectly, any confidential information, except as may be required by applicable law or legal process or with applicable consent. You will not disclose to any other user or to Maven any third-party’s confidential information in violation of any express or implied duty or contract right. You will not use, disclose, solicit or misappropriate any confidential information, trade secrets, or other proprietary information that belongs to any third-party without permission. Without limiting the foregoing, this restriction applies to any third-party with whom you may have, or may have had, a consulting, employment, fiduciary or similar relationship, and applies whether the duty is express or implied.

Maven will not disclose or make available to any third-party, directly or indirectly, any of your confidential information, except that Maven may transmit project descriptions, professional biographical information, identity verification and similar information to other users and referred persons for purposes of populating projects and otherwise facilitating your use of the Services, to enforce this Agreement or if legally compelled to do so.  You understand that we may use your business name and/or logo and a brief description of how you have used our Services in our marketing materials and on our Site.

You agree that this Confidentiality paragraph is intended to benefit the other users of Maven, and that such other users are third-party beneficiaries of this paragraph; however, other users will not be third-party beneficiaries of any other provision of this Agreement.

Independent Contractor. Any use of Maven that results in payment of compensation to you by Maven shall be performed as an independent contractor, and you are not and shall not be deemed to be an employee or agent of Maven or of any other user. You shall not be entitled to any benefits provided by Maven to its employees, and Maven will not make any deductions from any of the payments due to you for tax or social security deduction purposes or similar purposes.

Maven Introductions. Maven’s business is to connect its users for consulting interactions (or employment) and to provide a platform for managing such interactions, and you agree to use only the Services to interact with other users that Maven has introduced you to. For purposes of this paragraph, “introduced” to a user shall mean the initial identification of such user to you by Maven by virtue of your access to the Site or our Services. You agree to exclusively use only Maven and the Services to communicate and interact with other users and will not employ, be employed by, consult with, or otherwise engage (directly or indirectly) with another user that Maven has introduced you to, unless you have our specific prior written consent. Because Maven is not compensated for “off-Maven” interactions and is instead acting as a professional recruiting firm, Maven will generally only grant such consent in exchange for a fee, paid to Maven by the payor-user, as follows: (a) with respect to an engagement of a duration of fewer than 90 days, for an amount determined by Maven in its sole discretion, which will generally be the gross amount Maven would have otherwise collected in respect of the interaction and (b) with respect to an engagement of a duration of 90 days or more, for an amount equal to 40% of the total compensation to be paid for such engagement (which, in the case of employment, shall be deemed the first annual compensation to be paid). Any such payment shall be paid to Maven prior to such engagement external to the Services. At all times all users shall be permitted to continue to use Maven.  The obligations in this Section shall survive this Agreement for a period of 1 year from the date this Agreement is terminated.

Intellectual Property. Interactions over Maven are not generally expected to result in the generation of meaningful intellectual property, and all Maven users retain ownership of any intellectual property rights that they own or create; however, with regard to your submission of insights, ideas and related materials over Maven you agree that the receiving user shall have the perpetual, irrevocable, royalty free, right and license to use the submitted materials for any purpose whatsoever without any further compensation, including the right to use, disclose, modify, create derivative works of, sell or any other use whatsoever. We are not responsible for any user’s misappropriation or use of any intellectual property rights of any other user.  We welcome your feedback and suggestions, but unless otherwise agreed by us in writing, we will not compensate you for them.

Indemnification. You agree to indemnify, defend and hold us harmless for all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) that arise out of or in connection with: (i) your breach of this Agreement, including any use of Maven that violates third party rights or applicable law, (ii) any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of Maven, and (iii) any activity which you engage on or through Maven. This indemnity will continue in full force and effect subsequent to and notwithstanding this Agreement’s termination.

Warranty Disclaimer; Limitation of Liability.

YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF OUR SERVICES OR VERIFY THE IDENTITY OF OUR USERS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE, OR ANY PART THEREOF, WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, AND WE DISCLAIM ALL LIABILITY RELATED THERETO.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NONE OF MAVEN OR ANY OF OUR AFFILIATES OR EMPLOYEES SHALL BE CUMULATIVELY LIABLE FOR (A) ANY DAMAGES IN EXCESS OF THE FEES YOU PAID TO MAVEN DURING THE MOST RECENT 30 DAY PERIOD, OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOOD WILL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Governing Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to conflicts of law principles).

You and Maven agree that any dispute, claim or controversy arising out of or relating to (a) this Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, will be settled by binding arbitration between you and Maven, and not in a court of law. The parties shall submit the dispute to binding arbitration, through the San Francisco office of the American Arbitration Association, under the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties are unable to agree upon an arbitrator, the arbitrator shall be appointed in accordance with the rules and procedures of the American Arbitration Association. You acknowledge and agree that you and Maven are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Maven otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.

Miscellaneous. Either party may terminate this Agreement at any time for any reason. The paragraph entitled “Confidentiality” shall survive any termination of this Agreement. If a particular term of this Agreement is not enforceable, it shall be modified so as to be enforceable, but regardless will not affect any other terms. Our failure to act upon a breach of this Agreement does not mean we waive any rights that we may have.  Any translation of this Agreement or our other documentation is provided for your convenience only and the English version will govern. If you are using the Services on behalf of a business, that business accepts these terms, unless that business has a written agreement executed by Maven for the Services, in which case such written agreement will govern your use of the Services. This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).

Rev. March 5, 2024

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