TERMS OF USE

BY USING MAVROIMAGING.COM, YOU AGREE TO THE TERMS OF USE.

DO NOT USE MAVROIMAGING.COM IF YOU DO NOT AGREE.

Agreement to Terms of Use

The following terms and conditions of use (“Terms of Use”) apply to any and all use of the website MavroImaging.com including without limitation any related services, features, products, or extensions (collectively the “Site”).  The Site is the property of Mavro Imaging LLC or its affiliates (“Mavro”, “we” or “us”).

The terms “you”, “your” and “user” refer to anyone who uses the Site.

By using the Site, you agree to these Terms of Use.  Do not use the site if you do not agree.  As long as you agree and comply with these Terms of Use, Mavro grants you a personal, non-transferable, non-exclusive, limited privilege to enter and use the Site.

The term “Subscriber” means a user who, through a subscription agreement, is granted access through the Site to features, services, software, and/or content that is not available to non-subscribers.

The term “Trial User” means a user who, through a trial agreement, is granted access to some features, services, software, and/or content normally provided only to Subscribers, only for a limited trial usage period, and/or featuring only limited functionality.

The term “Intellectual Property Rights” means any and all intellectual property rights worldwide, whether registered or not, including without limitation all the following: (a) copyrights (including moral rights), registrations, and applications for registration thereof; (b) patents, patent applications, and all related continuations, divisionals, reissues, design patents, and other applications and registrations thereof including but not limited to certificates of inventions; (c) trademarks, trademark applications, domain names, trade secrets, and any confidential information provided by Mavro to you; and (d) any and all sui generis rights to computer software programs, data, and documentation, as well as any and all designs, plans, concepts, models, prototypes, and other intangible assets.

These Terms of Use incorporate by reference in their entirety (a) our Privacy Policy, (b) our Software License, and (c) additional terms, if any, disclosed and agreed to by you for any period of time that you are or become a Subscriber or a Trial User.

Modifications

Mavro reserves the right, at its sole discretion, to amend, remove, or add to the Terms of Use at any time and without any prior notice.  Such modifications shall be effective immediately.  It is your responsibility to periodically review the Terms of Use.  Your continued use of the Site following the posting of any modifications constitutes your acceptance of the modifications.

Content

The content, including (without limitation) text, words, graphics, images, video, audio, stories, tools, calculators, data, databases, reports, analytics, ratings, functionality, products, information, user interfaces, visual interfaces, computer code, and other items (the “Content”) displayed, contained on, and/or supplied through the Site is owned, controlled, or licensed by Mavro.  The Content is protected by intellectual property laws including but not limited to trademark, trade dress, copyright, patent, trade secret, and unfair competition laws.

No rights or title to any of the Content shall be considered transferred or assigned to you at any time.  Except as expressly permitted by these Terms of Use, you agree you will not copy, transmit, distribute, republish, modify, or create derivative works of the Content without Mavro’s prior written consent.

You may not under any circumstances: (a) use the Site for purposes other than the purposes for which it is intended by Mavro; (b) rent, lease, lend, sell, sublicense, assign, distribute, or transfer in whole or in part the right to use the Site or any part thereof; (c) bypass or breach any security device or protection used by the Site; (d) input, upload, transmit, or otherwise provide to or through the Site any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code; (e) use the Site in any illegal manner or in any way that infringes the right of any third party.

Your permission to use the Site and to access the Content is limited to your personal use only and is not transferable by you.  Notwithstanding the foregoing, you may incorporate Content into analyses, reports, or presentations for your own use, but you are expressly forbidden from using the name or logo of Mavro and/or disclosing, attributing, or otherwise suggesting to any person or other entity that Mavro is responsible for or associated with such analyses, reports, or presentations.  You acknowledge and agree that you are solely responsible and liable for any such analyses, reports, or presentations regardless of any Content incorporated therein.

Mavro reserves the right to discontinue the Site, and to remove or modify any or all Content, features, services, software, or other components at any time and without notice.

Trial Users

Access to many of the features, services, software, and Content available through the Site is limited to Subscribers only, although access to some features, services, software, and Content normally provided only to Subscribers may be provided to Trial Users under a limited trial usage period and/or limited functionality.

If at any time you are or become a Trial User, some features, services, software, or Content of the Site normally limited to Subscribers only may be provided to you for a limited time, while other features, services, and Content limited to Subscribes only will continue to be inaccessible to you.  If you become a Trial User, the terms disclosed to you when you commence your limited trial usage period to access the Site are a part of these Terms of Use.  To register for a limited trial usage period, Mavro will require that you submit certain Personal Information which may include your name, e-mail address, date of birth, home address, and/or other information requested by Mavro in its sole discretion, and you agree that the Personal Information you provide to us will be true, accurate, complete, and current, and for the duration of the limited trial usage period you further agree to maintain and update your Personal Information with us if/when it changes.  Limited trial usage periods are subject to Mavro approval, and said approval is entirely in Mavro’s sole discretion.  At no time shall any user have a right to a limited trial usage period or to additional limited trial usage periods whether or not approved or disapproved for a prior limited trial usage period.

Subscription/Payment

If you become a Subscriber, the subscription terms disclosed to you when you subscribe to the Site for use of any part of the Site—including without limitation any and all features, services, software, or Content provided by the Site—are a part of these Terms of Use.  To register as a Subscriber, Mavro will require that you submit certain Personal Information which may include your name, e-mail address, date of birth, home address, and/or other information requested by Mavro in its sole discretion, and you agree that the Personal Information you provide to us will be true, accurate, complete, and current, and for the entire duration of your subscription that you will maintain and update your Personal Information with us if/when it changes.

When you become a Subscriber, Mavro will bill you directly using an online electronic payment method or through your online account (“Billing Account”) using your chosen payment method (“Payment Method”).  You agree to pay Mavro using your Payment Method the price and/or rates you agreed to for subscribing to the Site, and all related charges, and you authorize Mavro to submit such charges for payment through the Payment Method.  You also authorize Mavro to charge you (and to submit through the Payment Method) for any sales or similar taxes that may be due and payable.  If and as required by Mavro, you agree to maintain a valid Payment Method during the entire period of your subscription, and you agree to provide and maintain current, complete, and accurate information for your Billing Account and Payment Method.

Your subscription will continue until canceled, expired, or terminated.  At expiration of your initial subscription period, and as may be specified in a relevant order form, your subscription will be either (a) automatically terminated or (b) automatically renewed for an additional period of time equal in length to the original subscription period.  If you wish to cancel your subscription, written notice must be received by Mavro no less than thirty (30) days prior to any renewal subscription period (when applicable) to prevent an automatic renewal.  For subscriptions that automatically terminate, you may commence a new subscription for a new subscription period at then-available terms and prices offered by Mavro.  When not specified in an order form, the subscriptions corresponding thereto will automatically terminate upon expiration of the subscription period.  No refunds of any kind will be provided for any subscription that is canceled.

For subscriptions that automatically renew, Mavro reserves the right to change the subscription prices and/or rates at any time upon thirty (30) days’ notice, said notice being satisfied by posting the new subscription prices on the Site in a manner accessible by the Subscriber or by presenting the new subscription prices in an email or other electronic message to the Subscriber using the email or electronic contact information provided by the Subscriber as may be updated by the Subscriber from time to time.  The foregoing notwithstanding, if any payment is not made when required, or declined or reversed for any reason, and whether concurrent with the initial Subscription and/or upon any annual renewal thereof, Mavro may, in its sole discretion, immediately cancel your Subscription for nonpayment.

Security

You are responsible for ensuring the security and operation of your own internet connection, computing devices, and software, as well as for their ability to connect to the Site and to access its functionality.  You also agree that you will not use any other person’s username and password to access the Site.

For subscriptions and limited trial usage periods, you may be required to create your own username and/or password to access the Site and required to keep that information strictly confidential.  You agree that (1) you will not share your username and password with any other person, (2) you are solely responsible for any and all activity that occurs on the Site using your username and password, and/or (3) Mavro is not responsible for any unauthorized use of your username and password.  If someone else uses your username and password to access the Site and/or the Content, you agree to be held liable for losses incurred by Mavro and/or any third party stemming from such unauthorized access, whether or not you intentionally shared your username and password and/or failed to keep your username and password secure.  Regardless, if you become aware of any unauthorized use of your username and password, or other breach of Site security of any kind whatsoever, you must (a) immediately notify Mavro and (b) immediately change your password (if applicable).  This section will survive expiration or termination of any subscription or limited trial usage period.

Restrictions

You must comply with all applicable laws, rules and regulations in using the Site and the Content, including but not limited to United States export laws and regulations.  You are also solely responsible for obtaining the authorizations, licenses, and consents if and as required by any applicable law to access the Site and utilize its features, services, software, or Content, or otherwise utilize the functionality thereof.

You must not take any actions that interfere with or are intended to interfere with the Site’s normal operation or the ability of other users to access the Site.  You must not use or attempt to use any automated process (e.g., a “bot” or “spider”) to access the Site or the Content.  You must not attempt to access the Site in an unauthorized manner (e.g., by using or attempting to use someone else’s username), or to access parts of the Site or the Content which is not publicly available or which is otherwise made unavailable to you by Mavro regardless of any subscription or limited trial usage period that may apply.

Third Party Content

Some Content may be supplied by third parties (“Third Party Content”).  You acknowledge and agree that Mavro is a distributor (and is not a publisher) of such Third Party Content.  Mavro does not have, and does not exercise, editorial control over any Third Party Content.

Any data, statistics, opinions, advice, statements, services, offers, or other information or content expressed or included in the Third Party Content are those of the respective author(s) and not Mavro.  All Content including without limitation all Third Party Content is provided as is, and your use and reliance on Third Party Content is solely and entirely at your own risk.  Furthermore, neither Mavro nor any Third Party Content provider guarantees the accuracy, completeness, or usefulness of any Content accessible through the Site, nor its merchantability or fitness for any particular purpose.

Proprietary Rights

Mavro owns and shall retain all right, title, and interest, including Intellectual Property Rights, in and to the Site and its features, services, software, Content, and any solutions or other technology provided thereby, and as may be updated, improved, modified or enhanced from time to time, as well as in and to the brand names, logos, and trademarks related to the foregoing and the default designs and “look and feel” thereof.  Additionally, Mavro may, at its own sole discretion and for any purpose, freely use, modify, and/or incorporate into its Site or its Content any feedback, comments, or suggestions provided by you to us, if any, without any additional obligation of Mavro to you.

Termination

Mavro may terminate or suspend your use of the Site and its features, services, software, Content, and any solutions or other technology provided thereby at any time and without prior notice, if Mavro, in its sole discretion, believes that you are violating these Terms of Use, and in which case you will not be entitled to any refund of unused subscription fees.  Upon such suspension or termination, you must immediately (a) stop using the Site, and (b) destroy or delete any copies you have made of any portion of the Site and its features, services, software, Content, and any solutions or other technology provided thereby.  Further, you agree that Mavro shall not be liable to you or any third party for any termination or suspension of your access to the Site and/or its features, services, software, and Content.

You may cancel your subscription in accordance with these Terms of Use.  If you cancel your subscription, your authorized access will continue until the end of your current subscription commitment or any subscription renewal that occurs less than thirty (30) days after our receipt of your written notice of cancellation.  In no event will you be entitled to a refund of any portion of the subscription fees paid for the then-current subscription period or any subscription renewal that occurs less than thirty (30) days after our receipt of your written notice of cancellation.

Mavro may terminate your privilege to use the Site in its sole discretion.

These Terms of Use shall survive any such termination, expiration, or suspension.

Disclaimer and Limitations of Liability

MAVRO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

YOU AGREE THAT YOUR ACCESS OF THE SITE AND THE CONTENT IS ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AND THAT MAVRO MAKES NO REPRESENTATIONS ABOUT YOUR ABILITY TO ACCESS THE SITE AT ANY GIVEN TIME, THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT THE CONTENT WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE PROGRAMS OR SUBROUTINES.  MAVRO DOES NOT REPRESENT OR WARRANT THAT YOU WILL BE ABLE TO ACCESS THE SITE OR THE CONTENT USING ANY GIVEN COMPUTING DEVICE OR SOFTWARE, AND DISCLAIMS ANY OBLIGATION TO UPDATE THE SITE FOR COMPATIBILITY WITH OPERATING SYSTEM OR BROWSER SOFTWARE CHANGES.

AS A CONDITION OF USING THE SITE, YOU AGREE THAT YOUR SOLE REMEDY AGAINST MAVRO AND ITS AFFILIATES FOR ANY CLAIM, COMPLAINT, RIGHT OF ACTION, OR OTHER DISPUTE ARISING FROM YOUR USE OF THE SITE OR THE CONTENT IS TO TERMINATE YOUR SUBSCRIPTION AND TO STOP USING THE SITE.  YOU ASSUME THE SOLE RISK OF USING THE SITE AND ITS CONTENT.  IN NO EVENT SHALL MAVRO OR ITS AFFILIATES, OR THEIR OFFICERS, DIRECTORS, OWNERS, AGENTS OR EMPLOYEES, BE LIABLE FOR ANY AMOUNT EXCEEDING THE AMOUNT YOU PAID TO USE THE SITE.

YOU AGREE THAT MAVRO, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OPPORTUNITY COSTS, TRADING LOSSES, LOST TIME, AND GOOD WILL.

YOU AGREE THAT MAVRO, ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, OWNERS, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OPPORTUNITY COSTS, TRADING LOSSES, LOST TIME, AND GOOD WILL.

Indemnity

You agree, to the fullest extent allowed by law, to indemnify Mavro for all losses and expenses, including but not limited to Mavro’s reasonable attorneys’ fees and costs, arising from your violation of these Terms of Use.  You further agree, to the fullest extent allowed by law, to indemnify, defend, and hold harmless Mavro, its affiliates, and their officers, directors, owners, agents, and employees (“Indemnitees”) from and against any demands, losses, liabilities, claims, and expenses (including but not limited to reasonable attorneys’ fees) made against them (or any of them) by any third party arising out of or related to your use of the Site or the Content, specifically including but not limited to claims arising from Indemnitees’ own negligence or fault.

Void Where Prohibited

No offer for any feature, product, or service is made where prohibited by law.  If you choose to access the Site from outside the United States of America, you are solely responsible for complying with applicable local laws.

Additional Legal Terms

These Terms of Use (including all incorporated documents) constitute the entire agreement between you and Mavro with respect to the Site and its features, services, software, and Content, and supersede all prior discussions, communications, conversations, and agreements concerning the subject matter hereof.

Mavro shall not consider, and categorically rejects, any counter-offers to these Terms of Use.

If any provision of these Terms of Use is judicially determined to be invalid, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

Mavro’s failure to insist on or enforce strict performance of the Terms of Use shall not be considered a waiver or continuing waiver of any provision thereof or therein, nor shall the Terms of Use be considered modified by any course of performance between you and Mavro.  These Terms of Use shall not be interpreted to benefit any third parties, or to grant third parties any rights.

To the fullest extent permitted by law you hereby expressly agree that: (1) the laws of the State of New Jersey shall govern the validity and construction of these Terms of Use without giving effect to any provisions concerning conflicts of law or choice of law; (2) any proceeding arising out of or relating to the Terms of Use or your use of the Site and/or any of its features, services, software, and Content shall be instituted in a federal or state court in New Jersey, New Jersey, United States of America; and (3) YOU IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING FROM THE TERMS OF USE OR YOUR USE OF THE SITE AND/OR ANY OF ITS FEATURES, SERVICES, SOFTWARE, OR CONTENT.