TERMS OF SERVICE

Last Updated: Apr 25, 2023

These Terms of Service (these “Terms”) set forth the legally binding terms and conditions that govern your use of mayk inc (“Mayk.it”, the “Site”, or the "App"). By accessing or using mayk inc products, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may not access or use Mayk.it or accept the Terms if you are under 13 years of age. If you do not agree with all of the provisions of these Terms, do not access and/or use mayk inc products.

The website and app are copyrighted and belong to Mayk Inc. (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

THESE TERMS CONTAIN AN ARBITRATION CLAUSE THAT REQUIRES THE USE OF ARBITRATION TO BRING AN ACTION ON AN INDIVIDUAL BASIS AND WAIVES YOUR RIGHTS TO BRING A CLASS ACTION SUIT OR CLASS WIDE ARBITRATION. THESE TERMS ALSO CONTAIN A CLAUSE THAT LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. 

NOTE THAT OUR PRIVATE POLICY CAN BE VIEWED HERE. 

1. Term & Termination 

The Terms are in effect once a User Account (“Account”) is created and will remain in full force and effect while you use mayk inc products.  

We may suspend or terminate your rights to use mayk inc products (including your Account) at any time for any reason at our sole discretion, including for any use of Mayk.it in violation of these Terms.  

Upon termination of your rights under these Terms, your Account and right to access and use mayk inc products will terminate immediately. You understand that any termination of your Account may involve the deletion of your collective sound recordings (“User Content”) associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.

2. Terms Modification  

These Terms are subject to occasional revision, and if we make any substantial changes, these modifications shall come into effect after notifying you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on mayk.it. You are responsible for providing us with your most current e-mail address. If the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.

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3. Accounts 

Account Creation & Deletion

To use certain features of Mayk.it, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.

You may delete your Account at any time, for any reason, by following the instructions on Mayk.it.

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Account Responsibilities 

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  

You agree to immediately notify the Company of any unauthorized use or suspected unauthorized use of your Account or any other breach of security.

You are to maintain a current email address in your account.

The Company cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.

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4. Access to mayk inc products

License to User 

Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access mayk inc products solely for your own personal, noncommercial use.

Restrictions to Users  

The rights granted to you in these Terms are subject to the following restrictions, and you shall not: 

• license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit mayk inc products, whether in whole or in part, or any content displayed on mayk inc products;
• modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of mayk inc products;
• accessmayk inc products to build a similar or competitive website, product, or service;
• except as expressly stated herein, no part of mayk inc products may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means;
• upload, transmit, or distribute to or through mayk inc products any computer viruses, worms, or any software intended to damage or alter a computer system or data;
• send through mayk inc unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise
• use mayk inc to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
• interfere with, disrupt, or create an undue burden on servers or networks connected to mayk inc or violate the regulations, policies, or procedures of such networks;
• attempt to gain unauthorized access to mayk inc (or to other computer systems or networks connected to or used together with Mayk.it), whether through password mining or any other means;
• harass or interfere with any other user’s use and enjoyment of mayk inc;
• use software or automated agents or scripts to produce multiple accounts on mayk inc, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) Mayk.it (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from Mayk.it for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); and
• you shall not violate the Acceptable Use Policy
  

Unless otherwise indicated, any future release, update, or other addition to the functionality of mayk inc shall be subject to these Terms. All copyright and other proprietary notices on mayk inc (or on any content displayed on Mayk.it) must be retained on all copies thereof.

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mayk inc Modification Rights

Company reserves the right, at any time, to modify, suspend, or discontinue mayk inc with or without notice to you. You agree that Company will not be liable to you or any third party for any modification, suspension, or discontinuation of  mayk inc or any part thereof.

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No Support or Maintenance

You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with mayk inc.

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5. Intellectual Property of Others

DO NOT INFRINGE ON OTHERS WORK. You agree not to use mayk inc to collect, create, upload, transmit, display, or distribute any musical composition or User Content that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right. 

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6. User Content 

Ownership

Excluding any User Content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in mayk inc and its content are owned or licensed by Company or Company’s suppliers. Nothing in these Terms transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 4. Company and its supplier's reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.  

License to Company

You hereby grant (and represent and warrant the right to grant) to mayk inc, mayk inc Users, partners, affiliates, and sub-licensees a non-exclusive, royalty-free, and fully-paid, worldwide license, including without limitation to reproduce, record,  store (on servers, storage cloud, and devices), save, distribute, publicly display and perform, prepare derivative works of, incorporate into other works and otherwise use and exploit your User Content.

You agree we may exploit your User Content to generate revenues and increase the Company’s value from your use of mayk inc through the use of promotions, advertisements, and sponsorships, and you shall not have any right to share in any such revenue or value.

You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

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User Content 

All information and content that a user submits to, and uses with mayk inc (e.g., sound recording content in the user’s profile or postings) is User Content.  

You own and are solely responsible for your User Content and assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.  

You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy.

You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy or any rights of 3rd parties.

The Company is not obligated to back up any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your backup copies of your User Content if you desire.

Other Users’ Content 

Each mayk inc User is solely responsible for all of their User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

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Company’s Right to Review User Content

We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you at our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.

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3rd Party Links & Ads

mayk inc may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of the Company, and Company is not responsible for any Third-Party Links & Ads. The Company provides access to these Third-Party Links & Ads only as a convenience to you and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

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Collection and Division of Publishing Income

Company shall be entitled to collect all your writer’s publisher income (except the so-called “writer’s share” of public performances actually collected by societies, shall be collected by mayk inc on your behalf (the writer) with your income being distributed into your payment account) from your musical compositions recorded with your usage of mayk inc.

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Assignment of Copyrights

You agree to assign, transfer, and sets over to Company ownership in perpetuity an undivided fifty (50%) percent interest in and to all of your right, title, and interest in all of your musical composition including, without limitation, all copyrights and rights to copyrights, and any and all renewals and/or extensions. To such effect, you shall execute and deliver the assignment of copyright. The assignment may be filed by the Company in the United States Copyright Office. In the event you have not registered your musical composition in the United States Copyright Office, Company shall do so reflecting the subject matter of these Terms of Service.

Publishing Administration

You grant to Company and Company shall have the sole and exclusive right during the Term to administer, control, use, license, exploit, and otherwise deal in for your musical composition and collect income in connection whenever earned, all of which Company hereby agrees to do in accordance with the business practices generally prevailing in the music publishing industry. The foregoing grant includes, by way of example but not limitation, the sole and exclusive right:

• to print, publish, vend, and sell in all forms, printed and electronic editions of each and all of the musical composition (including, without limitation, arrangements, adaptations, translations, dramatizations, or transpositions of your musical composition) in all forms, including without limitation the inclusion of any or all of your musical composition in song folios, song books, mixed folios, or lyric magazines with or without music, to authorize others to do so;
  

• to make or cause to be made, and to license others to make, master recordings/sound recordings, transcriptions, sound tracks, pressings, and any other mechanical, electrical, electronic or other reproductions of your musical composition, in whole or in part, in any form, manner, media and frequency as Company shall determine in its sole discretion, including the right to synchronize with motion pictures and other audiovisual works, and the right to manufacture, advertise, license, or sell such reproductions for any and all purposes, in any and all media and by any and all other means, devices, methods, configurations or technologies, whether now known or which may hereafter be conceived, developed or come into existence;
  

• to license and cause others to license the exploitation of your musical composition in all forms, manner, media and frequency as Company shall determine in its sole discretion, including, but not limited to the right to license the synchronization of your musical composition in connection with motion pictures, television programs, audiovisual works and commercials; the use of your musical composition for and in connection with merchandising and promotional activities; and the exploitation of your musical composition in any configuration(s), medium/media, and/or technology(ies) in respect of which musical compositions may, now or in the future, be licensed;
  

• to perform each musical composition publicly, whether for profit or otherwise, and means of public or private performance, radio broadcasting, television, electronic and/or digital transmission, or any and all other methods, means and media, whether now known or which may hereafter be conceived, developed or come into existence; collect all fees and royalties becoming due;
  

• to prosecute, defend and settle any third party action or claim relating to one or more of your musical composition and the respective rights of you and us;
  

• to enter into agreements with related or unrelated third parties for the administration, sub-publication and/or exploitation of your musical composition and collect all monies derived from any source whatsoever during the Term;
  

• to use your name and likeness for the purposes of advertising, promotion and trade in connection with any uses, promotions and/or and exploitations of your musical composition; and
  

• to exercise any and all other rights of every and any nature now or hereafter existing under and by virtue of any common law rights, copyrights or any other rights relating to each your musical composition now known or which may be recognized or come into existence, and renewals and extensions throughout the world under applicable laws, treaties, regulations and directives now or hereafter enacted or in effect. Each right set forth in this Administration Section shall include the right to authorize, permit and/or license others to exercise such right.

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Publishing Royalties

Company shall credit to your account royalties in an amount equal to the following percentages of Company’s publishing net income:

With respect to use of your User Content in the United States:

(i) Writer’s share of public performance income: 100 % (mayk inc will collect 100% of the    publishing share of public performance income)

(ii) Mechanical royalty income (other than income derived from Cover Records):  75%

(iii) Synchronization:  50%

(iv) Other income:  70%

“Net Income” shall mean Gross Receipts less:

• Actual copyright registration fees and the actual and reasonable third party costs of preparing lead sheets; and
  

• Actual and reasonable audit, litigation and collection expenses relating to your musical composition.
  

Accounting and Payment

Company will compute your royalties accumulated from publishing or from usage of our Marketplace service as of each June 30 and December 31 for the prior six (6) months. We will account to you through our on-line royalty portal (and make payment where appropriate via your selected payment method within sixty (60) days following the end of each semi-annual calendar period. However, if the amount due for a specific statement is less than One Hundred Dollars ($100), payment (but not the statement) may be deferred until the aggregate amount due to you exceeds One Hundred Dollars ($50). The exchange rates used by third parties in accounting to us shall be used by us in accountings. We will only be required to account and pay with respect to amounts actually received by us in the U.S. YOU ALSO MUST PROVIDE US WITH AN ACTIVE EMAIL ACCOUNT TO RECEIVE IMPORTANT NOTICES FROM US.

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7. Generated User Content 

As a User on mayk inc you shall be able to upload, post, and make content available to other Users. 

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Community Producer(s)

Community Producer(s) are Users that sign up through mayk inc's beat portal and  construct an underlying musical composition, which shall be available on mayk inc so that Creators can create songs to the composition.

In the event of any conflict or inconsistency between these Terms of Service and any terms or conditions set forth in a Community Producer(s) individualized agreement, the terms and conditions set forth in the Community Producer(s) individualized agreement shall control.  

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Creator(s) 

Creator(s) are Users that voice (with spoken words or by singing) over the musical composition that Community Producer(s) upload or Artificial Intelligence beats that are made available on Mayk.it.

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Community Producer(s) & Creator(s) DON’T INFRINGE

Community Producer(s) & Creator(s) acknowledges and agrees that if there are any claims or findings of infringement on another’s Intellectual Property Rights:

• the composition shall be removed;

• the Community Producer(s) / Creator(s) might be liable for copyright infringement;

• Mayk.it shall not be held liable for Community Producer(s) / Creator(s) copyright infringement;

• Community Producer(s) / Creator(s) User Account may be suspended or terminated, at the Company’s discretion.

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Copyright Removal Policy

In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement.  We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

• Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to mayk inc's Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
• Identification of works or materials being infringed;
• Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that mayk inc is capable of finding and verifying its existence;
• Contact information about the notifier including address, telephone number and, if available, email address;
• A statement that the notifier has a good faith belief that the material identified in the notice is not authorized by the copyright owner, its agent, or the law; and
• A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
• Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:
• remove or disable access to the infringing material;
• notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
• terminate such content provider’s access to the services if he or she is a repeat offender.
• Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
• A physical or electronic signature of the content provider;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
• A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
• Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which mayk inc is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, mayk inc may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Mayk.it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at mayk inc’s discretion.

Please contact mayk inc’s Designated Agent at the following address:

Mayk, Inc.

Attn: Copyright Infringement Designated Agent

2110 Main Street, Suite 303
Santa Monica, CA. 90405

Email: content@mayk.it

8. Market Place 

You agree that mayk inc has the right to exploit your User Content to 3rd parties for placements to include, and shall not be limited to digital service providers (DSP’s), television commercials, television shows, motion pictures, and all other forms of sub-licensees now known or unknown. All successful placement fees shall be the responsibility of mayk inc. Additionally, you shall have all ownership (along with the Producer(s) or other Creator(s), if applicable), and mayk inc shall contact you if we elect to provide our Market Place services on your behalf.

mayk inc shall credit to your account royalties in an amount equal to the following percentages of royalty received from the exploitation of your User Content (minus any fee’s or costs). See end of TOS page for license use table.

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9. Right of First Refusal

If a 3rd party is interested in purchasing your song (that you recorded on mayk inc), mayk inc shall have a right of first refusal to purchase all or any portion of the recorded song at mayk inc’s price and terms. You shall provide mayk inc with notice of any interested 3rd party purchaser at the email address: content@Mayk.it within 48 hours of an offer.

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10. Feedback 

If you provide Company with any feedback or suggestions regarding mayk inc (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

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11. Indemnification

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of mayk inc, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your User Content.  

Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

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12. Warranty Exclusion 

THE SITE/APP IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  

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13. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.  

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU

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14. Dispute Resolution 

Please read this section carefully. It is part of your contract with the Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement 

All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

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Notice Requirement and Informal Dispute Resolution

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to 2110 Main Street, Suite 303, Santa Monica, California 90405. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

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Arbitration Rules 

Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time, and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you before the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

Additional Rules for Non-Appearance Based Arbitration 

If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

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Time Limits

If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

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Authority of Arbitrator  

If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

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Waiver of Jury Trial  

The parties hereby waive their constitutional rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to very limited review by a court. In the event, any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVES ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute is resolved by a judge.

Waiver of Class or Consolidated Actions 

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CAN NOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  

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Arbitration Confidentiality 

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

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Severability

If any part or parts of this Arbitration section are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

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Right to Waive

Any or all of the rights and limitations set forth in this Arbitration section may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration section.

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Survival of Agreement  

This Arbitration Agreement will survive the termination of your relationship with the Company.  

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Small Claims Court  

Despite the previously mentioned, either you or the Company may bring an individual action in small claims court.

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Emergency Equitable Relief  

In any event, either party may seek emergency equitable relief before a state or federal court to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

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Claims Not Subject to Arbitration  

Despite this Arbitration resolution, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.

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Courts

In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within CA County, California, for such purpose.

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15. Miscellaneous Provisions Export 

The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. 

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Disclosures 

Notice to California Users.  Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice:  If a user has a question or complaint regarding the Service, please send an email to team@mayk.it.  Users may also contact us by writing to Mayk, Inc. at 2110 Main Street, Suite 303, Santa Monica, CA 90405.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

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Electronic Communications

The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether the Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

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Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship with Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

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Copyright/Trademark Information

Copyright © 2020 Mayk inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on mayk inc are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

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Contact Information

Address: mayk inc., 2110 Main Street, Suite 303, Santa Monica, California 90405

Email: team@mayk.it‍

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