1. Acceptance of Terms
1.1
Mevi, Inc. (“Mevi,” “us,” “we” or “our”) provides a web-based Software as a Service (as defined in Section 2) to users who have Mevi accounts and those individuals who otherwise access the Site or App or use the Services (“Users”) through its web site located at https://www.mevi.io (the “Site”) and applications delivered from https://app.mevi.io (“the “App”) and the Apple App Store and Google Play App Store, subject to these Terms. Users may be referred to in these Terms as “you,” “your,” or “user,” as applicable. By accessing or using the Service, you accept these Terms, acknowledge that you have read and understand these Terms. If you are entering into these Terms on behalf of a business, company, or other legal entity, you acknowledge that you have the authority to bind such business or entity to these Terms. We may, from time to time and in our sole discretion, update, amend, delete, or otherwise alter these Terms of Service. Depending on the changes, we may or may not provide you with an email or other notification regarding the changes. By accessing the Service after any such change, you are acknowledging that you accept the changed or updated Terms of Service and you are acknowledging that you have read and understand the new Terms.If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.
1.2
The most current version of these Terms are available any time at https://www.mevi.io/terms-of-service.
1.3
In order to use the Service, Users must register with us through our registration process. As part of the registration process you will identify an administrative user name and password for your account (“Account”).
1.4
As a Customer, you may invite additional users as allowed by your Service plan. Each additional user must register and identify with their own username and password.2. Description of Site, App, and Service
The “Site” shall include https://www.mevi.io and any pages located on the mevi.io domain or related web addresses. The “App” shall mean all applications delivered from https://app.mevi.io or related web addresses. The “Service” includes: (a) the App; (b) the Site; (c) the communication and information sharing services and related technologies, including, but not limited to, the interactive features, the Forms and Merged Forms, and features for communication with others; (d) other services we make available to you; and (e) all information, data, reports, files, logos, folders, text, images, and other content and materials made available through any of the foregoing (collectively referred to as the “Content”).
3. General Conditions; Access; and Use of the Service
3.1
By using the Service, you acknowledge that you are a resident of the United States of America over the age of 18. If you are not a United States resident or you are under the age of 18, you shall immediately cease using the Service. Any use of the Service by individuals or businesses outside of the United States is strictly prohibited.
3.2
You may access and use the Service only for legitimate purposes. You will not (a) sublicense, resell, rent, lease, transfer, assign, or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service or its components; or (c) modify, adapt or hack the Service to, or otherwise attempt to, gain unauthorized access to the Service. You will comply with any codes of conduct, policies, or other notices Mevi provides you or publishes in connection with the Service, and you will promptly notify Mevi if you learn of a security breach related to the Service.
3.3
You are solely responsible for all data, information, documents, records, feedback, suggestions, text, content and other materials that you upload, share, post, deliver, provide or otherwise transmit or store (collectively referred to as “upload(ing)” in these Terms) in connection with or relating to the Service (“Your Collections”). Please consider carefully what you choose to upload. Mevi has no responsibility for what you upload. You agree that we cannot be liable for any dispute that arises between you and any other user.
3.4
For every email sent outside of your organization via the Service, you acknowledge and agree that Mevi will have the right to automatically add identifying information in accordance with our standard policies then in effect. You consent to sharing such information and any promotional or advertising materials that may be included.
3.5
All right, title, and interest in and to the Service, and its components, will remain with and belong exclusively to Mevi. Other than Your Collections, all of the content on the Service, the trademarks, service marks, and logos contained on the Service (collectively, “Materials”), are owned by or licensed to us and are subject to copyright and other intellectual property rights. We, or our licensees, reserve all rights not expressly granted in these Terms to the Site, Service, and the Materials. You agree that you will not circumvent, disable or otherwise interfere with security related features of the Service or features that: (a) prevent or restrict use or copying of any Materials; or (b) enforce limitations on use of Materials. These Terms do not grant you any right, title, or interest in the Service or the Materials. The Software and other technology we use to provide the Service are protected by the laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Mevi trademarks, logos, domain names, or other brand features.
3.6
By submitting a comment or feedback to us, you assign to us all of your right, title and interest in and to all such comments and feedback. In the event that such assignment is not valid, you agree and grant to Mevi a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other information provided by you relating to the Service.
3.7
By uploading Your Collections on or through the Service, you grant Mevi a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish, or perform Your Collections to provide the Service, enhance the Service, and develop and enhance new products, services and features. You remain the full owner and controller of Your Collections. We do not claim any ownership to any of it. These Terms do not grant us any rights to Your Collections or intellectual property except for the limited rights that are needed to provide the Service. We may use Your Content and other information you provide that has been de-identified, anonymized and aggregated with other de-identified, anonymized data (including from our other customers) for any of the following purposes: our internal research and development; development of tools, methodologies, algorithms and processes; machine learning; risk management; fraud prevention; enhancing our products, services and features; developing new products, services and features; and conducting and furthering our business.
3.8
Users are responsible for maintaining the confidentiality of the authentication methods they use to access the Service, including their username, password, and other authenticating information (collectively “Authentication Credentials”). You may not share your Authentication Credentials or give others access to your Account or transfer your Account to anyone else. You are responsible for any activity using your Account, whether or not you authorized that activity. You should immediately notify Mevi in writing of any unauthorized use of your Account by sending an email to support@Mevi.io. Mevi reserves the right to access your Account as necessary in order to provide the Service. Further, you agree that we may, but are not required to: (a) monitor the Service, the Content, or Your Collections for violations of these Terms and for compliance with our policies; (b) refuse, restrict access to or the availability of, or remove or disable any Content, without prior notice to you, at any time for any reason (including upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all; (c) report to law enforcement authorities and/or take legal action against anyone who violates these Terms; or (d) manage the Service in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Service.
3.9
You, and not Mevi, are responsible for maintaining and protecting Your Collections. You will take adequate measures to keep Your Collections secure. Mevi will not be liable for any loss or corruption of Your Collections, or for any costs or expenses associated with backing up or restoring any of Your Collections. You acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Collections, and that it is your sole responsibility to use a secure encrypted connection to communicate with the Service if you wish to protect your transmission of data or files to Mevi. Mevi will have no liability to you for any unauthorized access or use of any of Your Collections, or any corruption, deletion, destruction or loss of any of Your Collections.
3.10
You are responsible for retaining and storing Your Collections in compliance with applicable law. If you are legally required to retain or store copies of Your Collections, you must do so using your own facilities. Mevi may store, suspend access to, and erase Your Collections as provided in Section 9.2, and we are not responsible for storing or retrieving Your Collections on an ongoing basis or for ensuring that third parties receive Your Collections content.
3.11
You acknowledge that these Terms are a contract between you and Mevi, even though this contract is electronic and is not physically signed by you and Mevi, and it governs your use of the Service.
3.12
Mevi may (but has no obligation to) provide technical support services, through email, the Service itself, or phone in accordance with our standard practice.
3.13
Mevi may make available to its users certain standard documents, contracts, and forms from state or federal departments, agencies, and/or regulatory bodies (“Forms”). Mevi may combine your information into these forms as part of the Service (“Merged Forms”). You should always confirm that the Merged Forms contain the correct information and are the correct and most up to date Forms as such Forms may change or otherwise be updated from time to time without Mevi’s knowledge. Mevi does not assert to guarantee the correctness, legality, or usability of the Forms or the Merged Forms and you should consult with legal counsel prior to using any Merged Forms. To the fullest extent legal possible, Mevi disclaims all liability from your use of the Merged Forms as set forth in Section 9 herein.4. Mevi Electronic Signature
Mevi Electronic Signature is a Service that facilitates the execution of electronic records between the parties to those records, using electronic signatures. Use of Mevi Electronic Signature is governed by these Terms.
By using Mevi Electronic Signature, you agree to the following:
4.1
By using Mevi Electronic Signature you agree to do business electronically and to sign electronic records by electronic signature.For purposes of this Section 4:
“electronic” means relating to technology having electrical, digital, wireless, or similar capabilities;
“electronic record” means a contract or other record created, generated, sent, communicated, received, or stored by electronic means; and
“electronic signature” means an electronic sound, symbol, or process made available by us executed or adopted by you to sign an electronic record.
4.2
If you are using Mevi Electronic Signature on behalf of a business, company or other legal entity, you represent that you have the authority to bind the business or entity to the electronic record you send or accept via Mevi Electronic Signature.
4.3
You have exclusive control over and responsibility for the content, quality and format of any electronic record. Nothing in these Terms makes Mevi a party to any electronic record signed or shared via Mevi Electronic Signature.
4.4
You are bound by any electronic signature made on your behalf by any person via Mevi Electronic Signature. You acknowledge that the use of electronic signatures and electronic records is governed by foreign, federal and state laws and the laws of other jurisdictions. You agree that you are responsible for complying with all such laws.
4.5
Electronic signatures on certain types of electronic records may not be valid, enforceable, or have legal effect (e.g., wills or agreements concerning family law). You agree that you are solely responsible for determining whether electronic records signed via Mevi Electronic Signature are valid, enforceable, or have legal effect, and we have no such responsibility. We make no representations or warranties that electronic records signed via Mevi are valid, enforceable, or have legal effect.
4.6
Mevi Electronic Signature is designed for business transactions, not consumer transactions. Some consumer protection laws may impose special requirements for electronic signatures and electronic records in connection with consumer transactions. Consumer transactions generally involve individuals who obtain, through a transaction, products or services which are used primarily for personal, family, or household purposes. These requirements may include providing disclosures and paper copies of electronic records. Mevi Electronic Signature does not comply with any of these requirements and other legal requirements. You may not use Mevi Electronic Signature in connection with consumer transactions.
4.7
You are responsible for determining how long you are required to retain or store Your Collections in compliance with any applicable law, including any electronic records you sign or share via Mevi Electronic Signature. As provided in Section 3.11, any electronic records must be stored using your own facilities, and Mevi is not responsible for continuing to store or retrieve any of your electronic records or for ensuring that third parties receive electronic records you sign or share via Mevi Electronic Signature.
4.8
If you are licensed to practice real estate in the State of Colorado, you acknowledge receipt of and must abide by the The Colorado Uniform Electronic Transactions Act. If you are licensed outside the state of Colorado you acknowledge receipt of and must abide by the Uniform Electronic Transaction Act (UETA). Regardless if you are licensed the practice real estate, any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a you with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and any similar state law based on the Uniform Electronic Transactions Act, and you hereby waive any objection to the contrary. Download the UETA Act
4.9
Mevi uses AATL (Adobe Approved Trust List) digital certificate services provided by AATL member Entrust to deliver secure and trusted electronic signature technology. Mevi adheres to all AATL requirements for end-entity AATL certificate use.5. Pricing and Payment
To the extent that any Service or any portion of a Service is made available for any fee, you will be required to select a payment plan and provide Mevi information regarding your credit card, debit card, bank account or other payment method. You represent and warrant to Mevi that you are authorized to use the payment method. You will promptly update your Account with any changes that may occur. You agree to pay Mevi the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms. You now authorize Mevi to charge, debit or bill your payment method on a periodic basis in accordance with the terms of such payment plan until you terminate your Account and you fulfill all payment obligations you owe us, and you further agree to pay any fees and charges incurred. If your payment method is denied or charged back to Mevi or our third party payment processor, Mevi may resubmit the payment and immediately suspend or terminate your access to the Service until payment is made. If you dispute any fees or charges you must tell us within 15 days after the date that we charge you.
6. Subscription Services
Certain features of the Service may be purchased in advance (“Subscription Services”). Mevi will process your payment for Subscription Services via our third party payment processor, and you now authorize Mevi and our third party payment processor to charge, debit or bill your credit card, debit card, bank account or other payment method the applicable fees and charges, including fees covering the initial subscription term and any renewal subscription terms.
6.1. Subscription Renewal; Cancellation - Site Users
Users may purchase Subscription Services using the App (“App Users”). For App Users, the subscription term begins on the date of purchase and continues for the chosen duration, unless the Account is terminated as permitted in Section 9.2. Your subscription will renew automatically for that same period unless you cancel by setting your account to not auto-renew within the Service or sending a cancellation request to support@Mevi.io. We reserve the right to change our prices for any renewal subscription.7. Representations and Warranties
7.1
You represent and warrant to Mevi that: (a) you have full power and authority to enter into these Terms, including, if you are using the Service on behalf of a business or entity, the authority to bind that business or entity to these Terms; (b) you are 18 years of age or older, holding an active real estate license, and have the power to form a contract with Mevi and are not barred under any applicable laws from doing so; (c) the information you submit is truthful, accurate and complete; (d) you will update your contact information if it changes, including, if you are using the Service on behalf of a business or entity, the contact information of that business or entity; (e) if you are using the Service on behalf of a business or entity, you agree to ensure that your business’ or entity’s users comply with these Terms and that your business or entity will be responsible for violations of these Terms by your users; (f) your use of the Service does not violate any applicable law or regulation; (g) you will comply with our rules for submitting Your Collections to us or uploading Your Collections to the Service, including Section 8.2 below; (h) you and your business or entity are solely responsible for your conduct; (i) you agree that we cannot be liable for any dispute that arises between you and any other user and that you and your business or entity will indemnify us from any action which may arise from your conduct; (j) the Service and related Software are proprietary to Mevi and/or its suppliers or licensors and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws; and (k) unless otherwise expressly permitted in a prior writing signed by us, you will not assign, transfer, distribute, resell, lease or otherwise provide access to any third party to the Service.
7.2
When you submit Your Collections to us, you represent and warrant that you: (a) own or have sufficient rights to upload Your Collections on or through the Service; (b) will not copy, upload, download, or share Your Collections unless you have the legal right to do so; (c) will not upload Content that violates our rights or any third party’s rights, including privacy, publicity, intellectual property (including copyrights) or contract rights; (d) have fully complied with any third-party licenses relating to Your Collections, including paying all royalties, fees and any other monies relating to Content that you uploaded to the Service; (e) will not upload or submit Content that (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, violent, harassing, or otherwise objectionable; (ii) incites, encourages or threatens physical harm against another, including Content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual, violent or unlawful manner; (f) will not use the Service for any unlawful or unauthorized purpose including, collecting user names and/or email addresses of other users by electronic or any other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Service without our prior express written consent signed by a Mevi authorized signatory; (g) will not upload or submit Content that constitutes, contains, installs or attempts to install or promotes spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party; (h) will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Service or the networks or systems connected to this Service, including hacking into the Service, or using our system to send unsolicited or commercial emails, bulletins, comments or other communications; and (i) will not impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity.Please note that there are risks, including the risk of physical or reputational harm, of dealing with strangers, including persons who may be acting under false pretenses while using the Service. Please choose carefully the content that you upload to Your Collections and that you give to other Site users. You are discouraged from publicly posting full names, telephone numbers, street addresses or other information that identifies you or allows strangers to find you or use your identity. You assume all risks associated with dealing with other users with whom you come in contact through this Service. The Service may contain links to third-party websites or resources (“Third Party Sites”). Mevi does not own, or operate these Third Party Sites, and we do not endorse any Third Party Site or any materials, opinions, goods or services made available on such (“Third Party Materials”). Third Party Materials that are accessed through or used by means of a Third Party Site may also be protected by copyright and other intellectual property laws. We have not reviewed, and cannot review, all of the Third Party Materials, made available through Third Party Sites. We are not responsible or liable for the availability, accuracy, the related content, products or services of Third Party Sites or Third Party Materials. You are solely responsible for your use of any Third Party Site and Third Party Materials. These terms do not apply to any Third Party Sites. Before visiting a Third Party Site via the Service, you should review the Third Party Site’s terms and conditions, privacy policy, and all of Third Party Site’s other documents, and inform yourself of the terms, policies, and practices of the Third Party Site.
8. Termination
8.1. Termination - Users
8.1.1. General
You may terminate your Account at any time by sending a cancellation request to support@Mevi.io or by following the cancellation procedures for Subscription Services provided in Section 6, as applicable (“Termination”). Termination of your Account will take effect after Mevi processes the cancellation. Mevi may, in its sole discretion, immediately terminate your Account and use of the Service if: (i) you fail to make timely payments of fees; (ii) you are not in compliance with applicable laws, including applicable export laws and regulations or applicable privacy or data protection laws; (iii) you breach any provision of these Terms; or (iv) you are found to have falsified any information you provided us, including payment method information, (each an “Event of Termination”). For any Event of Termination or suspension of Service, no refund will be due of prepaid fees and you remain responsible for fees for the then-current term in effect to the date of termination.
8.1.2
Notwithstanding an Event of Termination, Mevi may terminate your Account and these Terms at any time by providing 10 days’ prior notice to the email address we have on file for your Account. Mevi reserves the right to modify, discontinue or suspend, temporarily or permanently, the Service (or any part thereof) without prior notice to you.
8.1.3. Effect of Termination
Effect of Termination. For a period of up to 30 days following Termination, we may decide in our sole discretion to permit you to retrieve Your Collections from the Service. After that, we may delete Your Collections from the Service and Mevi will have no obligation to continue to store or permit you to retrieve Your Collections. Post-termination assistance from Mevi is subject to the mutual agreement of the parties, including fees and terms Mevi specifies for such assistance.If Mevi terminates your Account without cause and you are a user of Subscription Services, we will refund the pro-rated, unearned portion of any amount that you have prepaid to Mevi for such Services if required by applicable law.
9. DISCLAIMER OF WARRANTIES
The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Mevi or by third-party providers, or because of other causes beyond our reasonable control.
9.1
YOU AGREE THAT YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OF THE FORMS AND MERGED FORMS, IS AT YOUR OWN RISK. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MEVI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE OF THE SERVICE. YOU ACKNOWLEDGE THAT MEVI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM MEVI OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9.2
WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY CONTENT OR ANY OTHER MATERIALS OR ITEMS MADE AVAILABLE ON OR LINKED TO BY THE SERVICE, OR THAT WE BELIEVE CONTENT OR ANY OTHER MATERIALS OR ITEMS, INLCUDING BUT NOT LIMITED TO THE FORMS AND THE MERGED FORMS ARE ACCURATE, USEFUL OR NON-HARMFUL. WE DO NOT GUARANTEE AND DO NOT PROMISE THAT THE SERVICE MAY BE LAWFULLY VIEWED OR THAT CONTENT MAY BE DOWNLOADED FROM THE SITE OUTSIDE OF THE UNITED STATES OF AMERICA. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED BY YOU FROM US OR THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. MEVI IS PROVIDING NO LEGAL , INVESTMENT, OR REAL ESTATE ADVICE BY PROVIDING THE SERVICES, INCLUDING BUT NOT LIMITED TO THE FORMS AND THE MERGED FORMS, AND YOU AGREE THAT YOU HAVE BEEN AND HEREBY ARE ADVISED TO SEEK THE ADVICE OF AN ATTORNEY BEFORE USING THE FORMS OR THE MERGED FORMS AND YOU DO, TO THE FULLEST EXTENT OF THE LAW, RELEASE MEVI FROM ANY LIABILITY WHATSOEVER FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OF THE FORMS AND MERGED FORMS.
9.3
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE MATERIALS OR CONTENT; OR THE CONTENT OF ANY SITE OR ANY OTHER ITEMS OR MATERIALS ON THE SERVICE OR LINKED TO OR BY THE SERVICE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, CONTRIBUTIONS, OR MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (C) ANY ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF THE SITE, SERVICE OR SECURE SERVERS AND ALL PERSONAL INFORMATION STORED THERE; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTRIBUTIONS, CONTENT AND MATERIALS; OR (G) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT, CONTRIBUTIONS, OR MATERIALS UPLOADED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.
9.4
MEVI DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY CONSEQUENCE OF USING THE SITE, SERVICE OR MATERIALS, INCLUDING, WITHOUT LIMITATION, THE NDA, THE FORMS, THE MERGED FORMS, OR ANY OTHER DOCUMENTS OR CONTRACTS IT MAY MAKE AVAILABLE FROM TIME TO TIME. MEVI EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ACTIONS OR OMISSIONS BASED ON THE NDA OR ANY OTHER DOCUMENT FOUND ON MEVI’S WEBSITE. FURTHER, MEVI IS NOT ACTING AS A REAL ESTATE AGENT OR BROKER WITH RESPECT TO ANY TRANSACTIONS THAT MAY OCCUR ON THE SITE OR THROUGH THE USE OF THE SERVICES. MEVI IS MERELY A THIRD-PARTY SERVICE PROVIDER WITH RESPECT TO ANY REAL ESTATE TRANSACTIONS AND THE BUYER AND SELLER AND THEIR RESPECTIVE AGENTS OR BROKERS ASSUME ANY AND ALL LIABILITY WITH RESPECT TO ANY REAL ESTATE TRANSACTION OR CONTEMPLATED REAL ESTATE TRANSACTION THAT MAY BE FACILITATED, EFFECTUATED, OR OTHERWISE CONSUMATED THROUGH THE USE OF THE SITE OR THE SERVICES. MEVI IS NOT AND SHALL NOT BE A FIDUCIARY OR HAVE ANY FIDUCIARY DUTIES WITH RESPECT TO ANY SUCH REAL ESTATE TRANSACTION.10. LIMITATION OF LIABILITY
10.1
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL MEVI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, WHETHER OR NOT MEVI HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, $20 U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
10.2
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, MEVI’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.11. Indemnification
To the fullest extent allowed by law, you will indemnify and hold Mevi harmless from and against any loss, liability, damage, penalty, fine, cost, fee, expense, claim, action or demand, including reasonable legal and accounting fees, arising or resulting from: (a) your breach of these Terms, including any breach of your representations and warranties set forth above; (b) Your Collections; or (c) your other access, contribution to, use or misuse of Mevi Site and Services, including, without limitation the Materials. You agree to cooperate with any reasonable requests to assist Mevi’s defense of such claim, suit or demand.
12. Assignment
You may not assign these Terms without the prior written consent of Mevi, but Mevi may assign or transfer these Terms, in whole or in part, without restriction and without your consent.
13. Notices
13.1
Any notice or communication required or permitted to be given under these Terms must be in writing, signed or authorized by the party giving notice, and may be: (a) delivered by hand, deposited with an overnight courier; (b) sent to you by email or facsimile; or (c) mailed by registered or certified mail, return receipt requested, postage prepaid, to the following:- In your case, to the email address, mail address or facsimile contact information set forth within your Account or we have on file;
- In the case of Mevi, to: Mevi, Inc., 1644 Platte St Ste 400 Denver, CO 80202, USA, with an electronic copy to legal@mevi.io
13.2.
All notices under these Terms will be deemed to have been given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.14. Force Majeure
Mevi will not be liable or responsible for failure to perform any obligation under these Terms caused by an event beyond Mevi’s control, including acts of God, natural disasters, pandemics, war, civil disturbance, action by governmental entity, strike, crime, and cyber-attack.
15. Mandatory Arbitration, Jury Trial Waiver, and Class Action Waiver
15.1
You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 15 is intended to be interpreted broadly and governs any and all disputes between us, including claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms; claims related to our Privacy and Cookie Policy; and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided below.
15.2. Initial Dispute Resolution
Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action you will contact us at legal@Mevi.io and provide a brief, written description of the dispute and your contact information (including your user name, if your dispute relates to an Account). Except for intellectual property, you and Mevi agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation with Mevi, and good faith negotiations will be a condition to either party initiating a lawsuit or arbitration.
15.3. Binding Arbitration.
If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is initiated under Section 15.2, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided below) subject to these Terms. Specifically, all claims arising out of or relating to these Terms, Mevi’s Privacy Policy, Mevi’s Cookie Policy, the parties’ relationship with each other, and/or your use of Mevi Services will be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 U.S. Dollars and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 U.S. Dollars, excluding any rules or procedures governing or permitting class actions.
15.4. Arbitrator's Powers
The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration or the question of waiver by litigation conduct. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award will be written and will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
15.5. Filing a Demand
To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 410 17th Street Suite 2440 Denver, CO 80202; and (c) send one copy of the Demand for Arbitration to us at: legal@Mevi.io.
15.6. Fees and Costs
If your claim(s) total is less than US $5,000 U.S. Dollars, then: (a) you may choose whether your participation in the arbitration will be conducted on the basis of documents provided to the arbitrator, through a telephonic hearing or by an in-person hearing; (b) Should the arbitrator grant a decision in your favor for all of the claims you presented, Mevi will reimburse your filing fees up to a maximum of US $1,500 U.S. Dollars; and (c) Mevi will not seek attorney’s fees and costs, unless the arbitrator determines that your claims are frivolous. Other than as set forth above, you are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
15.7. No Jury Trial
The parties understand that, absent this mandatory arbitration section, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
15.8. Venue
Arbitration will be initiated and take place in San Francisco, California, United States, and you and Mevi agree to submit to the personal jurisdiction of any federal or state court in San Francisco, California in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
15.9. Class Action Waiver
The parties further agree that the arbitration will be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND MEVI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.
15.10. Exception: Litigation of Intellectual Property
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in any state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).16. Miscellaneous
16.1
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable; and an enforceable term will be substituted reflecting our intent as closely as possible.
16.2
No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Mevi in any respect whatsoever; instead, our relationship is that of independent contractors.
16.3
In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
16.4
These Terms create no third party beneficiary rights to the Mevi product or to any third party product made available through the Service.
16.5
Section headings are for ease of reference only.17. Governing Law
These Terms will be governed by the law of the State of Colorado, exclusive of its choice of law and conflicts of law provisions. Should, for whatever reason, the mandatory arbitration provisions set forth in Section 15 herein not be enforceable, unless otherwise elected by Mevi in a particular instance, you expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Denver County, Colorado, for the purpose of resolving any dispute relating to your access to or use of the Service. The Convention for the International Sale of Goods will not apply.
18. Privacy
You acknowledge that information you share with us may be collected, used, and disclosed as described in the Mevi Privacy Policy available at https://www.Mevi.io/privacy. Please carefully review our Privacy Policy to understand how Mevi collects and uses personal information.
19. Copyright
We will terminate the account and access rights of any copyright infringer in appropriate circumstances. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any Content on the Service infringes upon your copyrights, you may submit an email to legal@mevi.io
20. Entire Agreement; Survival
20.1
Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided.
20.2
The following will survive any termination of this Agreement: Sections 1, 3, 4.4, 4.5, 4.7, 5, 7, 8, 9.2.3, 10, 11, 12, 14, 15, 16, 17, 18, 19, and 20; all indemnity provisions and all disclaimers and limitations of warranties and damages set forth in these Terms or otherwise existing at law all definitions used in the foregoing sections, regardless of where located; and all perpetual licenses granted under this Agreement that are not expressly terminated.21. Disclosures
- Mevi's Privacy Policy is located here: Mevi Privacy Policy
- Mevi's Cookie Policy is located here: Mevi Cookie Policy
