MavenIQ LLC d/b/a Maven

These Terms of Service (the “Terms”) form a binding agreement between you and MavenIQ LLC, a Delaware limited liability company doing business as Maven (“Maven,” “we,” “us,” or “our”). These Terms govern your access to and use of our websites, landing pages, dashboards, applications, APIs, messaging products, AI features, integrations, implementation or professional services, and any related software, communications, content, or services we make available (collectively, the “Services”).

These Terms apply to:

1. visitors to our websites and public pages;
2. customers, trial users, pilot users, and organizations that purchase, access, or use the Services for business or organizational purposes (“Customers”);
3. administrators, employees, contractors, agents, and other authorized users who access a Customer account (“Authorized Users”); and
4. individuals who text, call, message, click, opt in, respond to, or otherwise interact with a phone number, inbox, widget, landing page, or communication flow powered by Maven on behalf of a Customer (“End Users”).

By accessing or using the Services, or by clicking, signing, texting, opting in, ordering, or otherwise indicating acceptance, you agree to these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “you” and “your” will refer to that organization.

If you do not agree to these Terms, you must not access or use the Services.

1. Related documents; order of precedence

These Terms may be supplemented by one or more order forms, statements of work, subscription pages, implementation documents, acceptable use rules, privacy notices, program terms, data processing addenda, beta terms, or other policies or exhibits that we post or provide (collectively, “Supplemental Terms”). Supplemental Terms are incorporated into these Terms by reference.

If there is a conflict:

1. an executed order form, statement of work, or negotiated agreement will control over these Terms solely with respect to the specific subject matter it addresses;
2. a data processing addendum will control over these Terms solely with respect to the processing of personal data covered by that addendum; and
3. these Terms will otherwise control.

2. The Services

Maven provides software and related services designed to help businesses and organizations communicate with audiences, answer inbound questions, manage messaging workflows, gather and honor consents, maintain contact records, sync or ingest data from public or third-party sources, generate drafts and recommendations, operate AI-assisted or AI-automated workflows, and provide related dashboards, APIs, and tooling.

The Services may include, without limitation:

• messaging numbers, inboxes, widgets, and landing pages;
• customer and end-user intake flows;
• contact, preference, profile, and consent management;
• AI-generated drafts, summaries, recommendations, tags, classifications, and other outputs;
• dashboards, approval queues, analytics, and admin controls;
• connectors, integrations, imports, exports, webhooks, and APIs;
• data ingestion, normalization, synchronization, public-web collection, scraping, or other retrieval of information from sources designated by a Customer; and
• onboarding, setup, implementation, or professional services.

Maven is not a telecommunications carrier, common carrier, ticketing platform, payment network, emergency service, legal advisor, compliance law firm, or a substitute for human review, operational judgment, or professional advice.

3. Eligibility and authority

You may use the Services only if:

• you can form a binding contract with Maven;
• you are not prohibited from using the Services under applicable law;
• you will comply with these Terms and all applicable laws, regulations, carrier rules, platform rules, and industry requirements; and
• where you act for a business or organization, you are duly authorized to do so.

Customer accounts may be created, accessed, and administered only by persons at least 18 years old and authorized by the applicable Customer. Public website use by minors is prohibited except as permitted by applicable law and under the supervision of a parent, guardian, school, or authorized organization. Customers are solely responsible for determining whether their own programs, offers, or content should be limited by age, geography, product category, or other eligibility criteria.

4. Accounts, administrators, and security

To access certain Services, you may need to create an account or accept an invitation to an account. You agree to provide accurate, current, and complete information and to keep that information updated.

Customers are responsible for:

• all activity occurring in or through their accounts;
• designating and controlling Authorized Users and administrator privileges;
• ensuring each login is used only by the person or entity to whom it is assigned, unless we expressly permit shared access;
• maintaining the confidentiality of credentials, API keys, tokens, and secrets;
• promptly notifying us of any suspected or actual unauthorized access, credential compromise, or security incident; and
• taking appropriate internal steps to revoke access when personnel or contractors no longer require it.

We may, but are not obligated to, monitor accounts and usage for security, fraud, abuse, compliance, troubleshooting, performance, and support purposes.

5. Orders, subscriptions, fees, and payment

5.1 Orders and subscriptions

Certain Services are provided on a subscription, recurring, pilot, trial, proof-of-concept, professional-services, or usage-based basis. Your order page, order form, or other purchasing flow will describe the pricing and commercial terms applicable to your purchase.

Unless otherwise stated in writing:

• subscriptions renew automatically for successive monthly or annual terms, as applicable;
• pilot, trial, beta, or proof-of-concept access may be suspended, limited, converted, or terminated at any time;
• setup, onboarding, implementation, or professional services are separate from subscription access and may be non-refundable; and
• we may require a payment method on file as a condition of access.

5.2 Fees

You agree to pay all fees, charges, minimum commitments, pass-through costs, overages, messaging fees, carrier fees, registration fees, taxes, duties, assessments, and other amounts applicable to your use of the Services (collectively, “Fees”).

Fees may include, without limitation:

• recurring subscription fees;
• usage-based fees based on messages, seats, contacts, conversations, workflows, model usage, traffic, storage, throughput, or other measured usage;
• implementation, setup, migration, consulting, support, or premium-service fees;
• telecommunications or carrier pass-through fees;
• registration, vetting, or compliance fees (including A2P/10DLC or similar sender-registration charges);
• third-party service or connector charges; and
• applicable taxes.

5.3 Changes to pricing

We may change pricing, packaging, included usage, limits, or commercial terms from time to time. Unless a longer notice period is stated in an order form, price changes for recurring subscriptions will take effect at the start of the next renewal term after we provide notice by email, in-product notice, billing portal notice, or posting to the applicable pricing page. We may change usage-based fees, carrier pass-through fees, registration fees, or third-party charges on shorter notice, including immediately, to reflect changes imposed by carriers, vendors, regulators, or our suppliers.

5.4 Payment terms

Unless otherwise agreed in writing:

• fees are due in advance for subscription periods and in arrears for usage-based charges;
• invoices are due within the period stated on the invoice, or if none is stated, within 15 days of invoice date;
• overdue amounts may accrue interest at the lesser of 1.5% per month or the highest rate permitted by law;
• you authorize us and our payment processors to charge your payment method for all Fees due; and
• payments are non-cancelable and non-refundable except as expressly stated in these Terms or required by law.

5.5 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, excise, telecommunications, withholding, and similar taxes, duties, levies, or governmental charges associated with the Services, excluding taxes based on Maven’s net income.

5.6 Suspension for nonpayment

We may suspend or limit access to the Services, with or without notice, if any undisputed amount is overdue. Suspension does not excuse your payment obligations.

6. Trials, pilots, beta features, and free services

We may offer free, trial, discounted, beta, alpha, preview, pilot, or evaluation access (“Beta Services”). Beta Services are provided “as is,” “as available,” and for evaluation purposes only. To the maximum extent permitted by law:

• Beta Services may be changed, limited, or discontinued at any time;
• Beta Services may not be supported;
• Beta Services may contain errors, defects, interruptions, or security issues;
• Beta Services are excluded from any service commitment, indemnity, or warranty; and
• Maven will not be liable for any loss, damage, or harm arising from or related to Beta Services.

We may convert Beta Services to paid services, impose limits, or terminate them at any time.

7. Service changes, availability, and support

We may update, modify, suspend, replace, reroute, reconfigure, restrict, or discontinue any part of the Services, including features, interfaces, models, providers, integrations, limits, routing logic, data sources, dashboards, or functionality, at any time. We may do so for business, legal, security, reliability, carrier, vendor, or operational reasons.

Without limiting the foregoing:

• we may change the models, providers, vendors, or third-party services used to deliver AI or automation features;
• we may add, remove, or modify integrations, connectors, APIs, or supported platforms;
• we may impose or revise rate limits, usage caps, throughput restrictions, moderation rules, or quality controls;
• we may disable or block certain content categories, workflows, or sending patterns; and
• we may suspend messaging, campaigns, or features where required by carriers, registries, vendors, regulators, or our internal risk controls.

We do not guarantee that the Services will be uninterrupted, error-free, timely, accurate, available in all regions, or compatible with all devices, carriers, browsers, or third-party systems. Any support commitments must be expressly stated in a written order form or support policy.

8. Acceptable use and general restrictions

You may not, and may not permit any third party to, use the Services in a way that:

• violates any applicable law, regulation, self-regulatory rule, carrier requirement, platform rule, or industry guidance;
• infringes, misappropriates, or violates any intellectual property, privacy, publicity, confidentiality, contractual, or other rights of any person or entity;
• is deceptive, misleading, fraudulent, defamatory, harassing, abusive, threatening, hateful, violent, or unlawful;
• involves spam, unsolicited communications, list-rental or list-purchase programs, or messaging to recipients who did not provide the legally required consent to receive communications from the relevant sender;
• masks or misrepresents sender identity, opt-out rights, or the commercial nature of a message where disclosure is required;
• bypasses, defeats, or undermines unsubscribes, opt-outs, quiet hours, throttles, frequency caps, approvals, safety controls, or compliance controls;
• uses the Services for phishing, malware, credential theft, social engineering, or other malicious activity;
• sends or stores content that is prohibited by carriers, registries, applicable law, or our vendors;
• involves human trafficking, exploitation, unlawful adult content, non-consensual content, illegal drugs, illegal weapons, unlawful gambling, or other prohibited or highly restricted content;
• involves health, financial, biometric, government ID, payment card, or other sensitive data in violation of law or without appropriate controls and lawful basis;
• introduces security vulnerabilities, unauthorized code, or harmful payloads;
• reverse engineers, decompiles, disassembles, or attempts to discover source code, models, prompts, or non-public components of the Services, except to the extent such restriction is prohibited by law;
• accesses the Services to build a competing service, benchmark the Services for publication without our consent, or copy features, workflows, prompts, or models;
• interferes with, degrades, or disrupts the Services, other users, or third-party systems;
• exceeds or circumvents usage limits, account restrictions, or security controls; or
• uses the Services for emergency, life-safety, mission-critical, medical, legal, or other high-risk use cases where failure, delay, inaccuracy, or interruption could reasonably result in death, bodily injury, regulatory exposure, or significant property or financial loss.

We may investigate suspected violations and may suspend, throttle, remove, or report offending content or activity.

9. Messaging, compliance, and sender responsibilities

9.1 Customer is the sender

As between Maven and Customer, Customer is the sender of communications initiated, scheduled, approved, triggered, or transmitted through the Services on Customer’s behalf. Customer, not Maven, is responsible for:

• the legality, content, timing, targeting, and frequency of communications;
• determining the proper legal basis and disclosures for each program, campaign, workflow, or message;
• obtaining, documenting, and maintaining all consents, permissions, authorizations, notices, and records required by law, carrier rules, and industry requirements;
• identifying the correct seller, brand, or sender in each consent flow;
• complying with do-not-call, anti-spam, consumer protection, privacy, telemarketing, platform, and communications laws;
• honoring opt-outs, revocations, and suppression requests;
• determining whether additional age-gating, geographic restrictions, product restrictions, or content restrictions are required; and
• the acts and omissions of its employees, contractors, agencies, consultants, resellers, and other users of the Services.

9.2 Consent and list integrity

Customer represents, warrants, and covenants that it will not use the Services to send messages to:

• purchased, rented, scraped, borrowed, or third-party lists lacking the required consent for the relevant sender;
• individuals who have opted out, unsubscribed, revoked consent, or requested suppression, except as legally permitted for a one-time confirmation or required operational message;
• reassigned numbers once the Customer knows or should know the reassignment makes prior consent invalid;
• recipients for whom Customer cannot substantiate the required consent records; or
• recipients where Customer lacks a sufficient legal basis, disclosure, or permission to process personal data and send communications.

Customer must maintain accurate records of opt-ins, opt-outs, disclosures, timestamps, source pages, campaign details, and the specific sender or brand for which consent was obtained, and must provide such records to Maven promptly upon request.

9.3 Carrier, registry, and sender-registration obligations

Certain communications may require A2P/10DLC registration, short code approval, toll-free verification, sender ID vetting, template approval, privacy policy URLs, terms URLs, campaign registration, or other carrier- or registry-related steps. Customer agrees to provide complete and accurate information needed for these processes and acknowledges that:

• approvals may be denied, delayed, suspended, or revoked by carriers, registries, or vendors;
• Maven may refuse or suspend sending until required approvals are obtained;
• carriers and vendors may impose content restrictions, throughput limits, filtering, surcharges, audits, or additional requirements at any time; and
• Maven is not responsible for carrier, registry, or vendor decisions.

9.4 Deliverability and message handling

Customer acknowledges that message delivery is not guaranteed and may be delayed, filtered, blocked, failed, or altered by carriers, handsets, devices, operating systems, email providers, app stores, platforms, or third parties. Maven does not guarantee any particular deliverability rate, inbox placement, response rate, conversion rate, click rate, sales result, audience growth, or business outcome.

Customer further acknowledges that:

• carrier and messaging fees may apply to recipients;
• message segmentation may increase message count and cost;
• opt-out keywords, reply handling, and delivery events may vary by carrier, country, and message type;
• some channels or routes may not support two-way messaging or certain media; and
• promotional sending may be subject to quiet hours, compliance throttles, approval gates, or frequency caps.

9.5 Regulatory and claims allocation

Customer will defend, indemnify, and hold harmless the Maven Parties from and against any claim, demand, investigation, enforcement action, fine, penalty, loss, liability, cost, or expense arising from or related to:

• Customer’s communications or campaigns;
• Customer’s failure to obtain, document, or honor required consents or suppressions;
• Customer Data, Customer content, or Customer instructions;
• Customer’s violation of privacy, telecom, telemarketing, advertising, anti-spam, or consumer protection laws; or
• Customer’s violation of carrier, registry, platform, or vendor rules.

10. End User messaging terms

This Section 10 applies to End Users who interact with a Maven-powered number, widget, landing page, or messaging flow.

10.1 Relationship to the Customer

Maven generally provides infrastructure and software for the relevant Customer. The Customer you interact with controls the content of its messaging program, determines whether to send you messages, and decides how your communications are used within its program. Maven may process your communications on the Customer’s behalf and may also process certain information for our own operational, security, legal, and service-improvement purposes as described in our Privacy Policy.

10.2 Consent; frequency; rates

By texting, replying, joining, clicking a tap-to-text prompt, scanning a QR code, or otherwise opting in to a Customer’s messaging program, you agree to receive messages from that Customer sent using Maven, including transactional, informational, and, where permitted by law and applicable consent, marketing or promotional messages. Message frequency varies. Message and data rates may apply.

Consent to receive marketing messages is not a condition of purchase unless clearly disclosed otherwise by the applicable Customer in a legally compliant manner.

10.3 Opt out and support

To stop receiving messages from a Customer program, reply STOP, END, CANCEL, UNSUBSCRIBE, QUIT, or another standard opt-out keyword, or use another legally valid revocation method made available by the Customer or Maven. To request help, reply HELP where supported.

Opting out of one Customer’s program does not necessarily opt you out of another Customer’s program, even if both use Maven.

10.4 No guarantee of availability

Some features, reply handling, delivery receipts, and support functionality depend on carrier, device, region, and channel and may not be available at all times.

11. AI features, automations, and outputs

11.1 Nature of AI features

The Services may use machine learning, large language models, automated classifiers, ranking systems, inference systems, summarization tools, generative systems, and other AI-assisted or AI-automated features (“AI Features”). AI Features may generate or assist with drafts, summaries, tags, classifications, routing decisions, recommendations, suggested audiences, profile inferences, campaign language, or other outputs (“Outputs”).

11.2 Output quality and review

Outputs may be inaccurate, incomplete, stale, biased, offensive, duplicative, not unique, or inappropriate for your use case. Third-party data, scraped data, synced data, public information, and user-provided information may also be incomplete, delayed, unavailable, or incorrect. You are solely responsible for:

• reviewing and evaluating the accuracy, completeness, legality, and appropriateness of all Outputs and decisions supported by the Services;
• determining whether a message, campaign, workflow, recommendation, or audience selection should be used;
• validating facts, pricing, availability, timing, legal disclosures, and customer-specific details before acting on them or sending them; and
• making all business, compliance, operational, financial, and customer-facing decisions.

You must not rely on the Services as the sole basis for legal, tax, medical, employment, safety, emergency, financial, or other high-risk decisions.

11.3 Model and vendor changes

We may change the AI models, providers, prompts, routing logic, thresholds, moderation systems, review systems, and other components used in AI Features at any time.

11.4 Beta AI

Any experimental, preview, or beta AI Feature is a Beta Service and is provided as-is without any warranty or indemnity.

12. Customer Data, Service Data, licenses, and feedback

12.1 Customer Data

As between Maven and Customer, Customer retains ownership of data, content, records, files, materials, logos, marks, instructions, configurations, contacts, messages, imports, exports, integration data, and other information submitted to or made available through the Services by or on behalf of Customer (“Customer Data”), subject to the rights granted in these Terms.

Customer grants Maven and its affiliates, vendors, subprocessors, and service providers a worldwide, non-exclusive, sublicensable license to host, store, copy, transmit, display, modify, adapt, create derivative works from, scrape, normalize, analyze, parse, use, and otherwise process Customer Data:

• to provide, maintain, support, secure, monitor, troubleshoot, and improve the Services;
• to perform setup, onboarding, implementation, support, and professional services;
• to generate and deliver Outputs and related workflows;
• to connect, authenticate, use, and maintain integrations and data sources requested or authorized by Customer;
• to comply with law, carrier requirements, platform rules, legal process, and enforcement requests;
• to prevent fraud, abuse, spam, and security incidents; and
• as otherwise permitted by these Terms, our Privacy Policy, an applicable DPA, or Customer’s instructions.

12.2 Service Data

Maven may create, derive, collect, and use service-related metadata, logs, diagnostics, analytics, telemetry, quality signals, usage statistics, performance information, error reports, benchmark information, safety signals, delivery data, suppression data, audit trails, model-evaluation data, and de-identified or aggregated information (“Service Data”). Service Data does not include Customer Data in identifiable form except as reasonably necessary to operate, secure, troubleshoot, support, measure, and improve the Services.

Maven owns all Service Data and may use it for any lawful business purpose, including to operate, secure, improve, benchmark, develop, analyze, train, evaluate, and support the Services and related products, provided that where personal data is involved we will do so in accordance with applicable law and our contractual obligations.

12.3 Feedback

If you provide feedback, suggestions, requests, ideas, comments, or recommendations regarding the Services (“Feedback”), you grant Maven a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable right to use, disclose, reproduce, modify, commercialize, and otherwise exploit that Feedback without restriction or obligation.

12.4 Publicity

Unless otherwise agreed in writing, Maven may use Customer’s name, logo, marks, and general factual statements about the relationship in customer lists, sales materials, demos, pitches, websites, case studies, and marketing materials. Customer may opt out of this publicity right by written notice, except that Maven may continue to identify Customer internally and in records necessary to operate the Services.

13. Data processing and privacy

Where Maven processes personal data on Customer’s behalf as a processor, service provider, or similar role, Customer is the controller, business, or other responsible party and remains responsible for the lawfulness of collection and use, including notices and consents. Where Maven processes personal data for its own purposes, Maven acts as a controller or business as described in our Privacy Policy.

If personal data processing by Maven on Customer’s behalf is subject to a data processing addendum, the applicable DPA is incorporated by reference and will apply.

You acknowledge and agree that:

• Maven may use subprocessors and third-party providers to deliver the Services;
• Customer is responsible for evaluating whether the Services are appropriate for the personal data it chooses to use with the Services; and
• Customer will not provide or require Maven to process protected health information, payment card data, Social Security numbers, government-issued ID numbers, biometric data, or other highly sensitive regulated data except under an express written agreement that permits such use and any additional terms we require.

14. Third-party services, integrations, and data sources

The Services may interoperate with third-party products, websites, public sources, platforms, carriers, registries, APIs, analytics services, payment processors, ticketing platforms, POS systems, e-commerce platforms, CRM tools, cloud providers, AI providers, and other vendors (“Third-Party Services”).

Customer is solely responsible for:

• selecting and authorizing Third-Party Services;
• complying with the terms, permissions, and settings applicable to those services;
• maintaining the rights necessary for Maven to access and use those services and related data; and
• the consequences of Customer enabling or relying on any Third-Party Service.

Maven does not own or control Third-Party Services and is not responsible for them. Third-Party Services may change, restrict, break, revoke, block, delay, or terminate access at any time. Integrations may stop working without notice due to changes by third parties. Publicly available or scraped information may be incomplete, inaccurate, stale, removed, geo-restricted, blocked, or unlawful to use in certain contexts. Maven disclaims all liability arising from Third-Party Services, third-party data, public source data, or Customer-authorized integrations.

15. Professional services and implementation work

Any onboarding, consulting, migration, implementation, custom configuration, training, campaign setup, program design, copy assistance, technical assistance, or similar service provided by Maven is provided on an as-available basis unless governed by a separate statement of work.

Customer is responsible for reviewing all implementation decisions, compliance disclosures, content, data mappings, workflows, integrations, and production settings before go-live. Maven is not responsible for business outcomes, campaign performance, or legal compliance merely because it assisted with setup or configuration.

16. Confidentiality

Each party (the “Receiving Party”) agrees that it will not use or disclose the other party’s non-public information that is designated as confidential or that reasonably should be understood to be confidential under the circumstances (“Confidential Information”), except as necessary to perform under these Terms or as required by law.

Confidential Information does not include information that:

• is or becomes public through no fault of the Receiving Party;
• was lawfully known to the Receiving Party without restriction before disclosure;
• is lawfully received from a third party without a duty of confidentiality; or
• is independently developed without use of the disclosing party’s Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, affiliates, vendors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section. Either party may disclose Confidential Information where required by law, subpoena, court order, or regulatory demand, provided it gives prior notice where legally permitted.

17. Intellectual property

Except for the limited rights expressly granted in these Terms, Maven and its licensors retain all right, title, and interest in and to the Services, including all software, models, prompts, templates, workflows, dashboards, designs, interfaces, documentation, methodologies, know-how, derivative works, improvements, trade names, trademarks, logos, and other intellectual property.

No rights are granted by implication, estoppel, or otherwise.

Subject to your compliance with these Terms and payment of all Fees, Maven grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer’s internal business purposes.

As between Maven and Customer, and subject to the rights of any underlying model provider, third-party vendor, or applicable law:

• Customer owns Customer Data; and
• Customer may use Outputs generated specifically for Customer through the Services for Customer’s lawful internal and external business purposes.

Notwithstanding the foregoing, Maven retains all right, title, and interest in:

• the Services and Service Data;
• generalized learnings, know-how, methods, and improvements;
• prompts, guardrails, schemas, templates, scoring systems, evaluation systems, and workflows;
• de-identified and aggregated data; and
• any materials, features, or improvements developed or provided by Maven, even if informed by Feedback or use of the Services.

18. Suspension and termination

18.1 Suspension

We may suspend, throttle, restrict, remove, or disable access to all or any part of the Services immediately, with or without notice, if:

• you breach these Terms or any Supplemental Terms;
• payment is overdue;
• we reasonably suspect fraud, abuse, spam, unlawful conduct, or security risk;
• a carrier, vendor, registry, regulator, or platform directs or requires us to do so;
• we reasonably believe a message, campaign, workflow, or data use could create legal, regulatory, reputational, vendor, or operational risk;
• Customer has not obtained required registrations, approvals, or consents; or
• continued provision of the Services is impracticable, unsafe, or commercially unreasonable.

18.2 Termination by Customer

Unless otherwise stated in an order form, Customer may terminate a month-to-month subscription by providing notice before the next renewal date. Annual or committed subscriptions remain in effect through the end of the then-current term unless these Terms expressly permit earlier termination.

18.3 Termination by Maven

We may terminate these Terms, any account, any subscription, or any part of the Services:

• immediately if you materially breach these Terms and the breach is not curable or we reasonably determine cure is inadequate to address the risk;
• immediately for unlawful use, fraud, abuse, regulatory risk, or repeated violations;
• on written notice if you fail to pay undisputed Fees; or
• on written notice for convenience with respect to free, trial, pilot, beta, or month-to-month Services.

18.4 Effect of termination

Upon expiration or termination:

• your rights to access and use the Services cease except as expressly permitted by us;
• we may delete, anonymize, archive, or retain data in accordance with our retention practices and legal obligations;
• you remain responsible for all accrued Fees and liabilities; and
• Sections that by their nature should survive will survive, including those relating to payment, restrictions, confidentiality, intellectual property, feedback, indemnification, disclaimers, limitations of liability, disputes, and general provisions.

We are not obligated to maintain or provide Customer Data after termination except as required by law or as expressly agreed in writing.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUTS, DATA, CONTENT, PUBLIC-SOURCE INFORMATION, SCRAPED INFORMATION, INTEGRATIONS, THIRD-PARTY SERVICES, IMPLEMENTATION WORK, SUPPORT, PROFESSIONAL SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

MAVEN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, LICENSORS, VENDORS, SUPPLIERS, CONTRACTORS, AND AGENTS (COLLECTIVELY, THE “MAVEN PARTIES”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, LAWFUL FOR YOUR PARTICULAR USE, OR FREE OF HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, THE MAVEN PARTIES DO NOT WARRANT THAT:

• any message will be delivered, received, or acted upon;
• any recipient list is valid or compliant;
• any public or third-party data is accurate, complete, current, or usable;
• any AI output is correct, lawful, unique, or fit for your use case;
• any campaign or workflow will generate revenue, attendance, leads, conversions, engagement, or other business results;
• any integration or third-party platform will remain available or function as expected; or
• use of the Services will keep you compliant with any law, rule, or industry requirement.

20. Indemnification

You will defend, indemnify, and hold harmless the Maven Parties from and against any and all claims, actions, proceedings, investigations, demands, damages, fines, penalties, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• your use of the Services;
• Customer Data, Customer content, or Customer instructions;
• your communications, messaging programs, campaigns, or workflows;
• your actual or alleged violation of law, regulation, carrier rule, platform rule, industry standard, or third-party rights;
• your failure to obtain or honor required notices, consents, suppressions, permissions, or authorizations;
• your infringement, misappropriation, or violation of any intellectual property, privacy, publicity, confidentiality, employment, or contractual right; or
• any dispute between you and an End User, recipient, Customer, or third party.

Maven may, at its option, assume exclusive control of the defense of any matter subject to indemnification, and you will cooperate fully in that defense.

21. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. THE MAVEN PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, EXPECTED SAVINGS, OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. THE AGGREGATE LIABILITY OF THE MAVEN PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:
   • THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO MAVEN UNDER THESE TERMS DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
   • ONE HUNDRED U.S. DOLLARS (US $100) FOR USERS WHO HAVE NOT PAID MAVEN ANY FEES.
3. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

The exclusions and limitations in this Section apply to the fullest extent permitted by law and will not apply only to the extent prohibited by applicable law.

22. Dispute resolution; governing law

22.1 Governing law

These Terms and any dispute, claim, or controversy arising from or relating to these Terms, the Services, or the relationship between you and Maven (each, a “Dispute”) are governed by the laws of the State of Delaware and the Federal Arbitration Act, without regard to conflict-of-laws principles.

22.2 Informal resolution

Before filing a claim, each party agrees to first try to resolve the Dispute informally by sending written notice to the other party describing the issue and requested relief. Notices to Maven must be sent to: contact@meetmaven.ai. If the Dispute is not resolved within thirty (30) days after notice, either party may commence arbitration or, if applicable, an action in small claims court.

22.3 Binding arbitration

Except for small claims matters, requests for temporary injunctive relief, actions to enforce payment obligations, and actions relating to intellectual property, misuse of the Services, confidentiality, or data security, any Dispute will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or Consumer Rules, if required by law). The arbitration will be conducted in English by a single arbitrator. Unless the parties agree otherwise, the arbitration will be conducted remotely or in Wilmington, Delaware.

22.4 Class action waiver; jury waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE EXTENT A DISPUTE IS PERMITTED TO PROCEED IN COURT.

22.5 Equitable relief

Nothing in these Terms prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, data, or the Services, or to prevent fraud, abuse, or unauthorized use.

23. Miscellaneous

23.1 Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder without Maven’s prior written consent. Maven may assign or transfer these Terms, in whole or in part, without restriction, including in connection with an affiliate transaction, financing, merger, acquisition, corporate reorganization, or sale of assets.

23.2 Force majeure

Maven is not liable for any delay, failure, interruption, suspension, or inability to provide the Services caused by events beyond its reasonable control, including acts of God, natural disasters, weather events, fire, flood, war, terrorism, labor disruptions, civil unrest, internet or cloud failures, DNS failures, carrier outages, telecom failures, power outages, government actions, sanctions, pandemics, vendor failures, platform restrictions, model-provider outages, registry actions, or cybersecurity incidents.

23.3 Notices

We may provide notices to you by email, in-product notification, dashboard notice, account portal notice, posting to the Services, or other reasonable means. You consent to receive electronic notices and agree that they satisfy any legal notice requirements.

23.4 Entire agreement

These Terms and the Supplemental Terms constitute the entire agreement between you and Maven with respect to the Services and supersede all prior or contemporaneous understandings on that subject.

23.5 No waiver; severability

A waiver by Maven must be in writing and signed by an authorized representative. Failure to enforce any provision is not a waiver. If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect and the unenforceable provision will be interpreted to fulfill its intent as closely as possible.

23.6 Independent contractors

The parties are independent contractors. These Terms do not create any agency, partnership, franchise, joint venture, fiduciary, or employment relationship.

23.7 Export and sanctions compliance

You represent and warrant that you and your Authorized Users are not located in, under the control of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and are not identified on any government restricted-party list applicable to your use of the Services. You will not use or allow use of the Services in violation of export control or sanctions laws.

23.8 Contact

Questions about these Terms should be sent to: contact@meetmaven.ai. Privacy questions should be sent to contact@meetmaven.ai.