Maven Expert Agreement

Welcome, and thank you for your interest in becoming an expert providing goods and/or services in an area of your expertise (“Expert”) to customers of Maven Learning, Inc. (“Maven”). This Expert Agreement (this “Agreement”) is a legally binding contract between you and Maven regarding your use of maven.com and any of Maven’s or its affiliates’ platform(s), including as made available via any mobile applications (collectively, the “Platform”) as an Expert.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY, THIS AGREEMENT. THIS AGREEMENT INCLUDES EVERYTHING IN THIS DOCUMENT, AS WELL AS THE TERMS OF MAVEN’S TERMS OF SERVICE, PRIVACY POLICY AND ALL OTHER RULES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME BY MAVEN ON THE PLATFORM. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY OTHER TERMS AND CONDITIONS YOU HAVE AGREED TO WITH MAVEN, THIS AGREEMENT WILL PREVAIL WITH RESPECT TO ITS SUBJECT MATTER, BUT ALL PROVISIONS IN THE TERMS OF SERVICE AND PRIVACY POLICY WILL APPLY UNLESS SUPERSEDED BY THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE PLATFORM. YOUR USE OF THE PLATFORM, AND MAVEN’S PROVISION OF THE PLATFORM TO YOU, CONSTITUTES AN AGREEMENT BY MAVEN AND BY YOU TO BE BOUND BY THIS AGREEMENT.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 12.2, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND MAVEN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 12.)

If you’re agreeing to this Agreement on behalf of an organization or entity, you must be authorized to agree to this Agreement on that organization or entity’s behalf and bind it to this Agreement (in which case, the references to “you,” “your,” and “Expert” throughout this document refer to that organization or entity).

1. DEFINITIONS
   1. Offerings. This Agreement describes the terms under which an Expert may make an offering of goods and/or services for sale on the Platform (“Offerings”). Each separate Offering is called a “Work” under this Agreement. A Work may include specific materials, including, without limitation, scripts and storyboards, table of contents, course briefs, slide decks, live lecture agenda, video, audio, project prompts, graphs, charts, maps, worksheets, exercises, quizzes and may also include interactions and communications between Expert and participants in the Work or among participants in the Work. A Work also includes any updates made to the Work after the time of purchase (“Updates”).
2. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
   1. What Expert Owns. Expert owns all intellectual property rights in and to any of Expert’s materials made prior to accepting the terms of this Agreement (including third-party materials that Expert has the right to provide to Maven under this Agreement) (the “Pre-Existing Materials”) and any Work created pursuant to this Agreement (together with Pre-Existing Materials, “Expert IP”). Examples of Expert IP may include a PowerPoint presentation, a musical score, a photo, or a CAD file that Expert developed independently of the Work but that is used in the Work to demonstrate a particular skill. Expert represents, warrants, and agrees that all Expert IP shall comply with all applicable laws and will not breach any third-party rights.
   2. License Grant to Maven. Expert hereby grants Maven the right to record the transmission, performance, and display of each Work, Expert IP included in a Work, any Updates to a Work, and Expert’s name, voice, image, and likeness during the transmission, retransmission, public performance, and public display of a Work on the Platform in an audiovisual work (each a “Video”) during the Term of this Agreement. Expert hereby grants Maven a limited, non-exclusive, assignable (as described below), worldwide right and license to (i) the Work, (ii) any Update to a Work, (iii) each Video in which the Work or Update is embodied, (iv) any Expert IP that Expert makes available to Maven in conjunction with the Work, including third-party materials that Expert has the right to provide to Maven under the terms of this Agreement, as part of or in relation to Maven’s rights to the Works, Updates, and Videos, and (v) Expert’s name, pseudonym, voice, likeness, trademarks, and/or trade names or service marks (including, if Expert is not an individual or the presenter of the Offering, the name, voice, image, and likeness of such presenting individual, and of any other individuals included in the Work, or Update, including as embodied in a Video), solely as part of or in relation to the applicable Work (including any operation or marketing of the Platform to the extent featuring any of the Work, including as embodied in a Video) during the Term of this Agreement and only for the period in which a Work is displayed or is planned to be displayed on the Platform. Maven will have the right to (a) publicly perform, publicly display, transmit, retransmit, reproduce, and distribute each Video, in whole or in part, in which a Work, Expert IP included in a Work, or Update is embodied in all forms of media now known or hereafter created, (b) translate a Work, Expert IP included in a Work, or Update as embodied in a Video (for example by adding translated subtitles and/or dubbing to the original Video); (c) use the Work and Expert IP included in a Work for promotional and marketing purposes for the Platform in any and all media now known or hereafter created during the Term of this Agreement and only for the period in which a Work is displayed or is planned to be displayed on the Platform, (d) use the Work and Expert IP included in the Work to fix defects, test enhancements, and develop new features to improve Maven’s services for its customers, and (e) use the Work and Expert IP included in the Work to develop and train chatbots and other artificial intelligence algorithms (including machine-learning models) for any purpose permitted by law; provided, however, that Expert may withhold this right from the license otherwise extended to Maven under this Section 2.2(e) at any time by sending Maven a written notice to support@maven.com requesting the right be withheld. Maven may assign or license a Work, Expert IP included in a Work, and Updates to a Work, and the Video in which a Work or Update is embodied to any other person or entity. Maven also has full discretion whether or not, and when, to publish a Work as embodied in a Video on the Platform and makes no guarantees as to continued availability of any one or more Videos. Maven will owe no royalties or other payment for the licenses in this Section 2.2 (other than those for the Work specified in Section 4 below). Notwithstanding the foregoing, Maven will only use Expert IP, the Works, Updates to the Works and Videos as permitted under this Agreement and only for the period in which a Work is displayed or is planned to be displayed on the Platform.
   3. Maven’s Right to Use Anonymized Data. Notwithstanding any provision to the contrary in this Agreement, Maven shall have the right to generate anonymized, aggregate data containing only de-identified, non-personal information from sources including Expert’s IP to publish reports or for any other purposes permitted by law.
   4. Maven’s Right to Remove Content. Notwithstanding any provision to the contrary in this Agreement, Maven reserves the right at all times and for any reason (including if the content violates the terms of this Agreement, any third-party rights, or any laws) to remove any content of Expert that has been published on the Platform. Maven agrees to use commercially reasonable efforts to notify Expert of any content that has been subject to removal within seven (7) days of its removal with an explanation of the reason for removal.
3. MARKETING. Expert will be responsible for conducting marketing and promotional activities in order to increase visibility, engagement, and audience for the Work. Expert must comply with all applicable laws in connection with such activities (including the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”)). In addition, Expert agrees to provide all recipients of Expert’s marketing and promotional emails, text messages, and other forms of communication the option to opt out of receipt of such communications by unsubscribing to the communications or through another similar method. For the avoidance of doubt, nothing in this Section 3 shall prevent Maven from conducting its own marketing for the Works within the terms of the license granted above.
4. PRICING AND PAYMENTS
   1. For purposes of this Section 4, “Net Purchase Receipts” means the gross amounts resulting from participants purchasing an Offering embodied by a Work, less the following permitted deductions: (a) rebates, refunds, returns, chargebacks, credits, and the like, (b) sales, use, value-added, excise, and other taxes, customs, duties, and other governmental charges, (c) payment processing fees, and (d) fees, commissions, or revenue shares paid to third-party channel partners, affiliates, or referral partners in connection with generating enrollments.
   2. Expert may determine prices to access its Offerings in its sole discretion. At the time a participant purchases an Offering embodied by the Work, ninety percent (90%) of the applicable Net Purchase Receipts will be allocated to Expert as “Expert Revenue.” Maven will remit Expert Revenue according to the payment schedule set forth in this Agreement. For clarity, Maven does not acquire or retain the Expert Revenue as its own funds.

      Unless Maven and the Expert agree otherwise, Maven will remit Expert Revenue to Experts in the same currency as the list price of the Offering. Maven will calculate and remit the Expert Revenue to Expert within thirty (30) days after the end of the month in which Expert’s Work has been delivered to Maven’s customers, and will provide Expert with an accompanying payment statement, online or through another reasonable means of communication. If Expert receives an overpayment, Maven may offset such amount against any further sums payable to Expert or, upon written request from Maven, Expert will repay such overpayment to Maven. Maven makes no representations or warranties as to the total amount of Expert Revenue that a Work might accrue under this Agreement. In addition, Maven may in its discretion provide refunds to any and all participants in any Offering. Expert is responsible for any taxes that are statutorily imposed on Expert, including taxes based on Expert’s income or profit.

   3. Maven Student Growth Program. The Maven Student Growth Program includes paid marketing, promotional discounts, and other sales channels to increase the number of purchasers of a Work. A fuller description of the program and all applicable terms can be found at this link. By accepting this Agreement you agree to the Maven Student Growth Program terms. You can request to opt out of the Maven Student Growth Program by following the instructions at this link.
5. RESPONSIBILITIES OF EXPERTS.
   1. Conduct of Experts. At all times during the term of this Agreement, Expert agrees to comply with any Expert guidelines provided by Maven to Expert. A fuller description of expected Expert conduct can be found at this link under the section titled, “Your Responsibilities.”
   2. Technical Support. After a Work is published on the Platform, Expert agrees to use commercially reasonable efforts to respond to inquiries from participants about the Work within a reasonable time frame.
6. TERM AND TERMINATION
   1. Term. This Agreement commences on the date that Expert accepts this Agreement and will continue until terminated in accordance with this Section 6. Either party may terminate this Agreement immediately upon written notice to the other party for its convenience for any or no reason.
   2. Effect of Termination. The following provisions (as well as any others whose survival is implied) will survive any termination of this Agreement: Sections 1, 2, 4 (until amounts due are paid in full), 6.2, 7, 8, 9, 11, 12, and 13.
7. WARRANTY. It is Maven’s policy to respect the intellectual property rights of others; as such, Expert represents and warrants to Maven that: (a) no Work, Expert IP or other materials or content provided, posted or communicated by Expert in connection with this Agreement (collectively, “Expert’s Materials”) will infringe on any intellectual property right of any third party; (b) to the best of Expert’s knowledge, the content of Expert’s Materials is accurate; (c) Expert’s Materials will not be scandalous, defamatory, slanderous, libelous, obscene, constitute an invasion of privacy, violate any other personal rights, or otherwise be unlawful, or require Maven to obtain any authorizations, consents, licenses or permissions from or pay any royalties or other consideration to any third parties; (d) Expert will obtain all necessary licenses and written permissions to anything included in Expert’s Materials that Expert does not own; (e) any social media posts or other public communications Expert makes will be compliant with the Guides and other applicable law; and (f) Expert will at all times manage any personal information provided by users of the Expert’s Offerings in compliance with the terms of this Agreement, Maven’s Terms of Service, Maven’s Privacy Policy, and all applicable federal, state, and local laws and regulations. Without limiting any rights Maven may have under this Agreement, if Expert breaches this Section 7, Expert agrees to use best efforts to remedy such breach (for example, by modifying Expert’s Materials to replace any content at issue with compliant content) as soon as possible.
8. INDEMNITY. To the fullest extent permitted by law, Expert agrees to defend and indemnify Maven and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Maven Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) Expert’s breach of any representation, warranty, or agreement referenced in this Agreement; (b) Expert’s breach of any applicable law or regulation; (c) Expert’s violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between Expert and any third party; or (e) Expert’s negligence or willful misconduct in connection with any Offering made by Expert. Maven reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Expert (without limiting Expert’s indemnification obligations with respect to that matter), and in that case, Expert agrees to cooperate with our defense of those claims.
9. LIMITATION OF LIABILITY. MAVEN WILL NOT BE LIABLE TO EXPERT FOR ANY LOSS OF BUSINESS OPPORTUNITIES, LOST PROFITS, AND ANY INDIRECT, SPECIAL, COLLATERAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT MAVEN WAS ADVISED OF THE POSSIBILITY OF THAT DAMAGE. MAVEN’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY MAVEN TO EXPERT DURING THE TWELVE MONTHS BEFORE THE CLAIM AROSE.
10. NON-DISPARAGEMENT. Expert will not speak negatively about Maven or the Platform or other Works, in any social media, or in any medium reasonably expected to be public. If Expert is not enjoying the experience on the Platform for any reason, Expert is expected to either contact Maven in a professional manner to discuss any concerns or to exercise Expert’s right to terminate this Agreement as set forth in Section 6.1. Notwithstanding the foregoing, Expert understands that nothing in this Agreement shall in any way limit or prohibit Expert from engaging in any activity that is protected by law.
11. INDEPENDENT CONTRACTOR. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement. Nothing herein shall create an express or implied partnership, agency, joint venture, employment or other association between the parties. Except as may be expressly agreed in writing, neither party has the authority, right or ability to bind or commit the other party in any way and will not attempt to do so or imply that it may do so.
12. ARBITRATION AND EQUITABLE RELIEF.
    1. Generally. In the interest of resolving disputes between you and Maven in the most expedient and cost effective manner, and except as described in Section 12.2 and 12.3, you and Maven agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MAVEN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    2. Exceptions. Despite the provisions of Section 12.1, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
    3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 12 within 30 days after the date that you agree to this Agreement by sending a letter to Maven Learning, Inc., Attention: Legal Department – Arbitration Opt-Out, 10900 Research Blvd 160C PMB 3086 Austin, TX 78759 that specifies: your full legal name, the email address associated with your account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Maven receives your Opt-Out Notice, this Section 12 will be void with respect to you and any action arising out of this Agreement will be resolved as set forth in Section 13. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.
    4. Arbitrator. Any arbitration between you and Maven will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
    5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Maven’s address for Notice is: Maven Learning, Inc., 10900 Research Blvd 160C PMB 3086 Austin, TX 78759. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Maven may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing.
    6. Fees. If you commence arbitration in accordance with this Agreement, Maven will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Travis County, Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Maven for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
    7. No Class Actions. YOU AND MAVEN 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. Further, unless both you and Maven agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
    8. Modifications to these Arbitration Terms. If Maven makes any future change to these arbitration terms, other than a change to Maven’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Maven’s address for Notice of Arbitration, in which case your account with Maven will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
    9. Enforceability. If Section 12.7 or the entirety of this Section 12 is found to be unenforceable, or if Maven receives an Opt-Out Notice from you, then the entirety of this Section 12 will be null and void with respect to you and, in that case, exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to this Agreement.
13. MISCELLANEOUS. If Expert needs to provide Maven with notice under this Agreement, Expert will contact Maven at support@maven.com. If Maven needs to provide Expert with notice under this Agreement, Maven will contact Expert at the email address associated with Expert’s account. Any dispute or claim arising out of this Agreement will be governed by the laws of the State of Texas, without regard to its choice of laws principles. You and Maven submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Travis County, Texas for resolution of any lawsuit or court proceeding permitted under this Agreement. If a court or other body with proper jurisdiction decides any provision of this Agreement cannot be enforced, the provision at issue will be interpreted to the fullest extent possible to reflect the intent of the parties, but in any case, the rest of the Agreement will continue to be effective. This Agreement is binding on Maven and Expert, including Expert’s executors, administrators, licensees, heirs, and successors; provided however, that Expert agrees not to transfer or assign Expert’s rights or obligations under this Agreement to any other person or entity without Maven’s prior written consent, which may be withheld in Maven’s sole discretion. This Agreement which includes Maven’s Terms of Service and Privacy Policy and any other documents referenced in this Agreement forms the entire agreement between the parties related to the Work(s) and Expert’s participation on the Platform, and Expert agrees that Expert is not relying on any other statement or representation when agreeing to this Agreement. For purposes hereof, “including” means including without limitation. The headings to the various divisions of this Agreement are for reference purposes only and shall not be construed as affecting the meaning or interpretation of this Agreement.

Changes to this Agreement

We will post any changes to this Agreement on this page, and the revised version will be effective when it is posted and the most recent posting date will be reflected at the top of this Agreement. If we make any changes that could reasonably have a material, substantial adverse impact on your economic or intellectual property ownership rights and/or obligations, we will notify you via email of such changes and if you do not agree with them you may cancel this Agreement immediately upon written notice to us.