Terms of Service
This agreement is between Ubermensch Group, LLC., a Texas limited liability corporation
, and the customer agreeing to these terms (Customer)
- ONLINE ORDER PROCESSING SERVICE. This agreement provides Customer access to and usage of an
online order processing service as specified on an order (Service).
- USE OF SERVICE.
- Customer Owned Content. All data, content, images, trademarks and other files uploaded
or transmitted by Customer to its account in the Service remains the property of Customer, as between
MAVN and Customer (Customer Content). Customer represents and warrants that it has the
authority and all
legal rights necessary for MAVN to store, process, display and otherwise use the Customer Content. MAVN
will comply with Customer's trademark guidelines, if they are provided in writing to MAVN. Customer
grants MAVN the right to upload, display, perform, store and otherwise use the Customer Content solely
for purposes of performing under this agreement.
- Contractor Access and Usage. Customer may allow its contractors to access the Services
in compliance with the terms of this agreement, which access must be for the sole benefit of Customer.
Customer is responsible for the compliance with this agreement by its contractors.
- Customer Responsibilities. Customer (i) must keep its passwords secure and
confidential; (ii) is solely responsible for Customer Content and all activity in its account in the
Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account,
and notify MAVN promptly of any such unauthorized access; and (iv) may use the Service only in
accordance with applicable law.
- MAVN Support. MAVN must provide customer support for the Service under the terms of
MAVN's Customer Support Policy (Support) which is located at MAVN.is/support, and is incorporated into
this agreement for all purposes.
- Ordering Processing Agent. Customer appoints MAVN to act as its legal agent for
ordering processing purposes. This means that each order placed through the Service with an online buyer
will be on Customer's behalf, with MAVN acting as its agent and Customer as the principal. Customer is
solely responsible for any and all claims and liabilities involving or related to such buyers. Customer
authorizes MAVN to process orders, prepare summaries of orders for such buyers, and otherwise provide
processing services for purposes of this agreement.
- Warranty. MAVN warrants to Customer the functionality or features of the Service may
change but will not
materially decrease during any paid term, and that the Support may change but will not materially
during any paid term.
- DATA DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT ONCE DATA IS TRANSMITTED OR TRANSFERRED TO
(INCLUDING WITHOUT LIMITATION, ITS POINT OF SALE SYSTEM) MAVN HAS NO CONTROL OR LIABILITY ASSOCIATED
SUCH DATA. MAVN DISCLAIMS ANY LIABILITY IF A THIRD PARTY ACCESSES ANY MAVN PROVIDED HARDWARE THAT
- GENERAL DISCLAIMER. MAVN DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE MAVN TAKES REASONABLE
PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, MAVN DOES NOT GUARANTEE THAT THE
SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY
- MUTUAL CONFIDENTIALITY.
- Definition of Confidential Information. Confidential Information means all non-public
by a party (Discloser) to the other party (Recipient), whether orally
or in writing, that is designated
confidential or that reasonably should be understood to be confidential given the nature of the
and the circumstances of disclosure (Confidential Information). MAVN's Confidential
without limitation the Service (including without limitation the Service user interface design and
and pricing information).
- Protection of Confidential Information. The Recipient must use the same degree of care
that it uses to
protect the confidentiality of its own confidential information (but in no event less than reasonable
not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope
this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential
Information of Discloser to those of its employees and contractors who need such access for purposes
consistent with this agreement and who have signed confidentiality agreements with Recipient no less
restrictive than the confidentiality terms of this agreement.
- Exclusions. Confidential Information excludes information that: (i) is or becomes
generally known to the
public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its
disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received
third party without breach of any obligation owed to Discloser, or (iv) was independently developed by
Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential
Information to the extent required by law or court order, but will provide Discloser with advance notice
seek a protective order.
- MAVN PROPERTY.
- Reservation of Rights. The software, workflow processes, user interface, designs and
provided by MAVN as part of the Service are the proprietary property of MAVN and its licensors, and all
right, title and interest in and to such items, including all associated intellectual property rights,
remain only with MAVN. Customer may not remove or modify any proprietary marking or restrictive legends
the Service. MAVN reserves all rights unless expressly granted in this agreement.
- Restrictions. Customer may not (i) sell, resell, rent or lease the Service or
use it in a service
capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous,
otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of
third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv)
attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse
engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any
feature, function or graphic for competitive purposes.
- Anonymized Data. During and after the term of this agreement, MAVN may use and owns
the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support
other business purposes.
- TERM AND TERMINATION.
- Term. This agreement continues until all orders have terminated.
- Mutual Termination for Material Breach. If either party is in material breach of this
party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has
- Customer Content. Upon termination, MAVN will remove and delete all Customer Content
within 90 days.
- Return MAVN Property Upon Termination. Upon termination of this agreement for any
reason, Customer must
MAVN for any unpaid amounts, and destroy or return all property of MAVN. Upon MAVN's request, Customer
confirm in writing its compliance with this destruction or return requirement.
- Suspension for Violations of Law. MAVN may temporarily suspend the Service or remove
Content, or both, if it in good faith believes that, as part of using the Service, Customer has violated
law. MAVN will attempt to contact Customer in advance.
- LIABILITY LIMIT.
- EXCLUSION OF INDIRECT DAMAGES. MAVN is not liable for any indirect, special, incidental or
arising out of or related to this agreement (including, without limitation, costs of delay; loss of
data, records or
information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility
damage or loss.
- TOTAL LIMIT ON LIABILITY. MAVN's total liability arising out of or related to this agreement
contract, tort or otherwise) does not exceed the amount paid by Customer within the 6-month period prior
event that gave rise to the liability.
- INDEMNITY. If any third-party brings a claim against MAVN related to Customer's acts,
omissions, or Customer Content, Customer must defend, indemnify and hold MAVN harmless from and against all
damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
- GOVERNING LAW AND FORUM. This agreement is governed by the laws of the State of Texas (without
regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject
matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state
courts for Travis County, Texas, and Customer submits to this personal jurisdiction and venue. Nothing in this
agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The
prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.
- OTHER TERMS.
- Entire Agreement and Changes. This agreement and the order constitute the entire
agreement between the
and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related
subject matter. Customer is not relying on any representation concerning this subject matter, oral or
included in this agreement. No representation, promise or inducement not included in this agreement is
modification of this agreement is effective unless both parties sign it, and no waiver is effective
unless the party
waiving the right signs a waiver in writing.
- No Assignment. Neither party may assign or transfer this agreement or an order to a
third party, except
agreement with all orders may be assigned, without the consent of the other party, as part of a merger,
or sale of
substantially all the assets, of a party.
- Independent Contractors. The parties are independent contractors with respect to each
- Enforceability and Force Majeure. If any term of this agreement is invalid or
unenforceable, the other
remain in effect. Except for the payment of monies, neither party is liable for events beyond its
control, including, without limitation force majeure events.
- Money Damages Insufficient. Any breach by a party of this agreement or violation of the
intellectual property rights could cause irreparable injury or harm to the other party. The other party
may seek a
court order to stop any breach or avoid any future breach.
- No Additional Terms. MAVN rejects additional or conflicting terms of any Customer
- Order of Precedence. If there is an inconsistency between this agreement and an order,
- Survival of Terms. Any terms that by their nature survive termination of this agreement
for a party to
rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for
International Sale of Goods does not apply.
- Feedback. By submitting ideas, suggestions or feedback to MAVN regarding the Service,
items submitted do not contain confidential or proprietary information; and Customer hereby grants MAVN
irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business
- Reference Clause. Customer agrees to allow MAVN to use its name and logo in its
materials and website in accordance with Customer's trademark guidelines and policies.