Mav Farm, Inc.
Last Revised On: November 17, 2017
1. ABOUT THE SERVICES
1.1. Mav Farm provides an interactive mobile camera and shoppable video-sharing platform. The Services support three types of users: (i) brand owners that market and sell their products (“Brands”), (ii) retail stores owners that offer products for sale and allow users to reserve and pick up products locally (“Retailers”), and (iii) users who publish photos and videos featuring products and purchase products using the capability provided by the Services (“Consumers”). Brands, Retailers and Consumers are collectively referred to herein as “Users”.
what information we may collect about you;what we use that information for;what third-party information, if any, you are agreeing to share by using the Services; andwith whom we share that information.
2. YOUR ACCOUNT
2.2. Account Security. You (and your authorized staff, if any) are the sole authorized user of your User Account. You are responsible for maintaining the confidentiality of any password and Account number provided by you or Mav Farm for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account. Mav Farm has no control over the use of your or any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you will cease all use and contact Mav Farm immediately by emailing [email protected].
3. USE OF THE SERVICES
3.4. Google Play Terms. Mobile Software from Google Play store: If you acquire the App from Google, Inc. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and the other terms and conditions in these Agreements, the Google Play Terms shall apply with respect to your use of any App that you acquire from Google Play. Mav Farm and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Mav Farm or you (or any other user) under these Agreements or the Google Play Terms.
3.5. Use Restrictions.
(b) You agree to protect the Services, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by Mav Farm. Except as specifically permitted herein or expressly authorized in writing by Mav Farm, you agree that you will not directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Services in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) use the Services in any service bureau arrangement; (iii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means; (iv) harvest or scrape any content or data from the Service, or (v) permit any third party to engage in any of the acts described in clauses (i) through (iv).
(c) You further understand and agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (ii) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Services); (iii) use any means to discover the source code of any portion of the Services; or (iv) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of Mav Farm and its licensors. If you breach these restrictions, you may be subject to prosecution and damages. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Mav Farm is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the Services.
3.6. Third Party Services and Materials. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that Mav Farm 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 or web sites. Mav Farm does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. In addition, third party services and Third Party Materials that may be accessed from, displayed on or linked to from the Services are not available in all languages or in all countries. Mav Farm makes no representation that any third party services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such services or Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
3.7. Open Source Software. The Services may contain or make use of certain Open Source Software. Further information is available on our Website at www.mav.farm/#open-source.
4. YOUR CONTENT
5. PURCHASE OF PRODUCTS
5.1 Purchasing Products. If you elect to purchase any products featured on the Services, you authorize Mav Farm to transmit your payment information to our third party payment processor to process the transaction. All information that you provide in connection with a purchase must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with the purchase of products at the prices in effect when such charges are incurred. You will pay any applicable taxes relating to such purchases or other monetary transaction interactions. Delinquent payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Mav Farm in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies.
5.2 Returns and Refunds. You may return many products sold on the Services. When you return a product, your refund and how your refund is issued may differ based on the condition of the product, how long you’ve had the product, how the product was purchased and the Brand’s or Retailer’s specific guidelines for refunds. Return and refunds from products picked up at a Retailer are subject to that Retailer's policies. For more specific info on returns and refunds, please refer to the Brand’s or Retailer’s refund policies located at their website or the refund info the Brand or Retailer provided in or together with the product’s original package. Returns and refunds of products picked up at a Retailer are subject to that Retailer's policies.
6. TERMS APPLICABLE TO BRANDS
6.1 Definitions. As used in this Section 6, an “Engagement”means the act of a Consumer adding a product to their shopping cart on the Services, and “Engagement Rate” means a percentage of the retail price of the product or products involved in 100 Engagements.
6.2 Collection and Remittance of Sales Amounts. When Consumers purchase products via the shopping cart functionality provided by the Services, Mav Farm collects the purchase price via its third party payment processor. At the end of each calendar month, Mav Farm then remits to each Brand an amount equal to the total sales of that Brand’s products on the Services that month minus Mav Farm’s costs, which are calculated based on the Engagement Rate.
Here's an example. Consider the following situation:
(1) a given Brand sells three different items on Mav Farm - Item A, Item B and Item C;
(2) Item A has a retail price of $70 and receives 1001 Engagements;
(3) Item B has a retail price of $120 and receives 92 Engagements;
(4) Item C has a retail price of $30 and receives 0 engagements; and
(5) the Engagement Rate is 250%
Mav Farm’s costs would be calculated as follows:
(1001 x $70 x 2.5 / 100) + (92 x $120 x 2.5 / 100) + (0 x $30 x 2.5 / 100) = $2027.75.
The current amount of the Engagement Rate is set forth on the Website at www.lost.show/#pricing. Mav Farm may lower the Engagement Rate at any time without notice. Mav Farm will provide Brands with thirty (30) days prior notice of any increase in the Engagement Rate.
7. TERMS APPLICABLE TO RETAILERS
7.1 Commissions. Mav Farm charges Retailers a commission at the end of each month for allowing Consumers to reserve and pick-up products locally at the Retailer’s locations. Retailer may subscribe to a monthly commissions plan that covers all reservations placed in that month, or elect for a commission to be assessed on each individual reservation. Note that commissions are assessed once the user Consumer completes the reservation on the Services, and Mav Farm shall have no liability to Retailers if the Consumer does not actually complete the sale transaction by picking up the product at the Retailer location. For more information about commissions rates and subscription plans is available on the Website at www.lost.show/#pricing.
7.2 Payment. If you subscribe to a monthly commissions plan or otherwise incur commission charges on the Services, you authorize Mav Farm to transmit your payment information to our third party payment processor to process the transaction. All information that you provide for such purpose must be accurate, complete, and current. You agree to pay all charges for your commissions plan or for commissions associated with reservations placed for products for pick-up at your retail locations, including all applicable taxes. Delinquent payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Mav Farm in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies. All commission payments are non-cancelable and non-refundable.
8. OWNERSHIP OF THE SERVICES
8.2 Feedback and Revisions. Any and all (i) suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Mav Farm by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Mav Farm or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of Mav Farm. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Mav Farm and Mav Farm may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Mav Farm any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At Mav Farm’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment.
9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
9.1 Warranty Disclaimer. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MAV FARM HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. MAV FARM DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, OR (D) DEFECTS IN THE SERVICES CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY MAV FARM OR ITS AUTHORIZED REPRESENTATIVE SHALL BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10. DIGITAL MILLENNIUM COPYRIGHT ACT.
10.1 Anyone who believes that his or her work has been reproduced on the Services in a manner which constitutes copyright infringement may submit a notification to Mav Farm’s copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”) by providing all of the following information in writing: (1) identification of the copyrighted work that is claimed to be infringed; (2) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service; (3) information for Mav Farm’s copyright agent to contact you, such as an address, telephone number, and, if available, e-mail address; (4) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (5) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (6) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by indicating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.
10.2 Notices of copyright infringement claims should be sent by mail to Notices of copyright infringement claims should be sent by mail to 1837 N La Brea, Apt. 12, Los Angeles, CA 90046, or by email to [email protected]. Mav Farm will respond expeditiously to claims of copyright infringement that are reported to Mav Farm’s copyright agent in the manner explained above. It is Mav Farm’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
10.3. If you believe that any of your content that was removed (or to which access was disabled) after Mav Farm received a notice of copyright infringement is not actually infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, you may send a counter-notice containing all of the following information to Mav Farm’s copyright agent: (1) your physical or electronic signature (with your full legal name); (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; (4) your name, address, telephone number, and email address; and (5) a statement that you will accept service of process from the person who provided the original notification of the alleged infringement.
10.4. If a counter-notice is received by Mav Farm’s copyright agent, Mav Farm may send a copy of the counter-notice to the original complaining party informing that person that Mav Farm may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) business days or more after receipt of the counter-notice, at Mav Farm’s sole discretion. Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.
10.5. Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.
11. ARBITRATION AND CLASS ACTION WAIVER
This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
11.1. Informal Process First. You agree that in the event of any dispute between you and Mav Farm, you will first contact Mav Farm and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
11.2 Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Mav Farm’s services and/or products, including the Services, or relating in any way to the communications between you and Mav Farm or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Mav Farm. However, this arbitration agreement does not (a) govern any Claim by Mav Farm for infringement of its intellectual property or access to the Service that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual you may opt out of this arbitration agreement within thirty (30) days of the first of the date you access or use this Service by following the procedure described below.
11.3 No Judge or Jury. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Mav Farm are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.
11.3 Arbitration Rules. If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to 1837 N La Brea, Apt. 12, Los Angeles, CA 90046. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.
11.5. Conduct of the Arbitration. The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
11.6. Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If you are an individual and have not accessed or used the Service on behalf of an entity, we will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
11.7. Interpretation. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.
11.8 Opting-Out. If you do not want to arbitrate disputes with Mav Farm and you are an individual, you may opt out of this arbitration agreement by sending an email to [email protected]within thirty (30) days of the first of the date you access or use the Service.
11.9. Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration. If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Mav Farm each waive any right to a jury trial.
12. GENERAL PROVISIONS
12.3. Export Laws. You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by Mav Farm hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
12.4. U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.