Anvara, Inc.
Terms and Conditions
Last Updated: October 30, 2024
These Anvara Terms and Conditions (these “Terms and Conditions”) govern the rights, obligations and remedies of Anvara, Inc. (“Anvara”), the supplier entity (“Supplier”) and the advertiser entity (“Advertiser”) identified in the purchase order issued by Anvara between Supplier and Advertiser that refers to or incorporates these Terms and Conditions (“Purchase Order”) regarding Products and Services provided under the Purchase Order. These Terms and Conditions form a legally binding contract between Supplier and Advertiser and Anvara, so please read them carefully. By accessing Anvara’s website in any manner, including, but not limited to, making a purchase, visiting or browsing Anvara’s website, registering an account or registering for marketing communications, participating in Anvara’s platform or contributing content or other materials to the website or the performance of the Services, Supplier and Advertiser expressly understand, acknowledge and agree to be bound by these Terms and Conditions without modification. If any Supplier or Advertiser does not agree with these Terms and Conditions, then such party should not use the Services and immediately stop using this website.
If Supplier and Advertiser have executed a separate agreement (“Separate Agreement”), the Separate Agreement will govern the provision of Goods and Services under the Purchase Order, however, these Terms and Conditions will still apply with respect to the relationship, rights and obligations among Supplier, Advertiser and Anvara, and such Separate Agreement shall not contradict any of these Terms and Conditions, except for the payment terms in 5(a). Such Separate Agreement shall be deemed to be a “Purchase Order” as such term is used in these Terms and Conditions. Otherwise, and without limiting any other term or condition hereof, Supplier’s and Advertiser’s acknowledgement of the Purchase Order, commencement of Services under the Purchase Order, ongoing conversations, delivery of advertising materials or delivery of Products under the Purchase Order constitutes agreement to these Terms and Conditions, and these Terms and Conditions, together with the Purchase Order, form the “Agreement” between Anvara, Advertiser and Supplier for the Products and Services.
Anvara, Supplier and Advertiser, intending to be legally bound, hereby agree as follows:
1. Scope of Agreement.
a. Each Advertiser and Supplier shall be required to create an account for the company and each individual within the company who will have access to the Anvara platform, using a company email which Anvara can verify. Upon verification by Anvara, each Advertiser and Supplier, and applicable representative(s) shall complete the remaining steps to create its account, including designation of each company registrant as either an “Administrator” or a “Member”. “Members” shall only be permitted to send messages to Advertisers/Suppliers (as applicable) and make inquiries as to potential transactions. “Administrators” shall have the same rights as Members, but also the right to execute transactions, Purchase Orders [and Separate Agreements], make payments, collect and transfer cash proceeds.
b. Should Advertiser wish to enter into a Purchase Order with a given Supplier, Advertiser will provide a proposal to Supplier through the Anvara platform stating the terms of the prospective agreement. Following submission of a proposal, Advertiser shall have the right to remove such proposal from the website or rescind such proposal unless and until the terms are accepted by Supplier and a Purchase Order is entered into.
c. Should Advertiser and Supplier enter into a Purchase Order, Advertiser agrees that it shall provide the Advertising Materials to Supplier in a timely manner such that Supplier can provide the Products or Services required by the Purchase Order, and within the time-frame(s) contemplated by the Purchase Order.
d. Should Advertiser and Supplier enter into a Purchase Order, Supplier agrees that it will provide Products and Services as stated in the Purchase Order, and within the time-frame(s) contemplated by the Purchase Order. Supplier shall not provide Products or Services to Advertiser until Advertiser has issued a valid Purchase Order for those Products and Services. Unless otherwise agreed in a Purchase Order: (i) Supplier will provide the equipment, tools, and other items required to provide the Products and perform the Services at its own expense; and (ii) Supplier is providing the Services to Advertiser on a non-exclusive basis, and Supplier may provide the same or similar services to other customers during the Term.
e. Any relationship, potential Purchase Order, or other potential agreement that has been initiated through, or otherwise in any manner stems from, the Service, must be completed and managed through the Service (a “Service-Initiated Arrangement”). You shall not enter into any agreement with respect to any Service-Initiated Agreement outside of the Service. Should you do so, or attempt to do so, you may be immediately barred from all further use of the Service, and you hereby grant Anvara the right to immediately receive all fees, commissions and other costs that would otherwise be due and owing to Anvara if such transaction had been completed via the Service., all as determined by Anvara in its sole discretion.
f. In order to access and use the Service, you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the state and/or country you are established in and able to enter into legally binding contracts.
2. Performance.
a. Packing, Shipping and Delivery. Supplier shall (i) provide Products at the prices, delivery dates, and delivery locations stated in the Purchase Order, (ii) package Products in accordance with the instructions in the Purchase Order, if any, and otherwise in a manner consistent with good commercial practice that ensures safe arrival, and (iii) mark all shipping containers with the Purchase Order number, date of shipment, the names of Supplier and Advertiser, and any necessary lifting, handling, and shipping information, including an itemized invoice and packing list, and other documentation required for domestic or international transit (as applicable), regulatory clearance, or identification of the Products. Unless otherwise stated in the Purchase Order, all shipping and delivery costs are included in the fees stated in the Purchase Order. Supplier shall not make any partial deliveries or deliveries of additional items without Advertiser’s prior written consent in each instance. Advertiser may return to Supplier, at Supplier’s expense, any quantities of Products that exceed the quantity specified in the Purchase Order or additional items that are not included in the Purchase Order. Unless otherwise stated in the Purchase Order, risk of loss, damage, or destruction will transfer from Supplier to Advertiser upon acceptance of Products by Advertiser. [If the Purchase Order requires that Advertiser make its facilities or equipment available to Supplier for Supplier to perform its obligations under the Purchase Order, Supplier shall ensure no damage or injury results to such facilities or equipment, or to any individual, as a result of such access.]
b. Delays. Supplier shall promptly notify Anvara and the applicable Advertiser of any likely delays in performance of the Services or delivery of the Products. Unless otherwise set forth in a Purchase Order, Advertiser may terminate the Purchase Order, in whole or in part, without liability, if Supplier fails to perform the Services or deliver the Products on-time and in accordance with the Agreement.
c. Changes. Advertiser may make reasonable changes to the delivery schedule, delivery destination, designs, specifications, and quantities for Products before delivery by issuing a revised Purchase Order, and Advertiser shall pay only the reasonable costs associated with such changes. Supplier shall notify Advertiser within two (2) business days of Advertiser issuing the revised Purchase Order if Advertiser’s revisions change the cost of the Products or if Supplier cannot meet the requirements of the revised Purchase Order, and Advertiser shall have the right to terminate the Purchase Order for convenience if the price increases or Supplier cannot meet the revised requirements. Any and all changes must be entered into the Service in order to be effective.
3. Acceptance. Advertiser may inspect the Products and Deliverables during the Inspection Period. Unless otherwise stated in the Purchase Order, Products or Services that conform to the Purchase Order, comply with the Agreement, and are not rejected within the Inspection Period will be deemed accepted. Payment does not constitute acceptance, and acceptance does not exonerate Supplier from any of its representations, warranties, indemnities, or obligations under the Purchase Order. During the Inspection Period, Advertiser may reject Services and Deliverables that do not conform to the Purchase Order or do not otherwise comply with the Purchase Order. If requested by Advertiser during the Inspection Period, Supplier shall correct and re-deliver any rejected Services and Deliverables at no cost to Advertiser, under mutually agreed deadlines, and subject to further Inspection Period(s). Otherwise, Advertiser will have no obligation to pay for the rejected Services and Deliverables, and Supplier shall refund any amounts paid for the defective or nonconforming Services or Deliverables. Notwithstanding the foregoing, Supplier shall still be required to pay Anvara its Fee for such Products and Services in accordance with the terms of these Terms and Conditions.
4. Supplier Personnel. Supplier shall determine the methods and means of performing the Services. Supplier is solely responsible for managing Supplier Personnel (including hiring, firing, training, work assignments, policies and practices, and ensuring compliance with all applicable laws and regulations), payment of compensation or other amounts owing to Supplier Personnel, and all taxes, withholdings, and other similar statutory obligations. Without limiting the foregoing, Supplier is solely responsible for providing on behalf of itself and Supplier Personnel (a) workers’ compensation insurance, unemployment insurance, and state disability insurance as required by law, (b) benefits, including health care (ACA compliant in the United States), vision, dental, short- or long-term disability, retirement plans, and fringe benefits. Supplier may use Subcontractors to provide Services. Supplier will be responsible for the acts and omissions of Supplier Personnel. Supplier shall (i) require Supplier Personnel to observe the security, confidentiality, and safety policies of Advertiser and Anvara, (ii) ensure Supplier Personnel meet the licensing, security, labor, and site requirements for the locale where the Services are being performed, (iii) if Supplier Personnel are located in the United States, use E-Verify to screen each Supplier Personnel before that Supplier Personnel performing the services, and (iv) comply with all applicable employment, labor, and occupational health and safety laws and regulations, including those related to employment practices, wages, taxes, and worker classification (such as meal and rest break laws, wage notices, separation pay, and overtime laws).
5. Financial Terms.
a. Payment. Unless otherwise stated in the Purchase Order, Advertiser will pay undisputed amounts for accepted Products and Services, without any deductions, offsets or other reductions, by no later than seven (7) business days after it receives the valid invoice for those Products or Services and Supplier’s IRS Form W-9. Unless otherwise stated in the Purchase Order, Supplier will be responsible for any expenses incurred by Supplier in performing the Services and delivering the Products, and Supplier not be entitled to reimbursement for travel or other expenses incurred in its performance under the Agreement. If the Purchase Order states that Advertiser will reimburse Supplier for travel and related expenses, Supplier must obtain Advertiser’s prior written approval before incurring each applicable expense, on a case-by-case basis, and Supplier shall comply with any travel and expense guidelines provided by Advertiser and provide Advertiser with appropriate documentation to support the expenses. Anvara shall remit fifty percent (50%) of the Net Revenue to Supplier upon the commencement of Supplier’s services pursuant to the applicable Purchase Order, and the remaining fifty percent (50%) upon completion of Supplier’s services pursuant to the applicable Purchase Order. Whether or not such services have been completed shall be as determined by Anvara in its sole discretion.
b. Anvara Fees. All payments made hereunder shall be rendered to Anvara, and such payments shall be referred to as the “Gross Revenue” received by Anvara hereunder. Anvara may retain ten percent (10%) of each such Gross Revenue payment as its fee, except that, with respect to on-product placements, Anvara may retain twenty-two percent (22%) of the applicable payment as its fee. The remainder of the Gross Revenue, following deduction and retention of the applicable Anvara fee, is the “Net Revenue”.
c. Taxes. Each party shall be responsible for the payment of any and all taxes incurred as a result of the fees paid to such party pursuant to a Purchase Order and these Terms and Conditions.
6. Intellectual Property.
a. Ownership. Each party shall retain ownership of all right, title and interest to its Intellectual Property, and no right to use such Intellectual Property of another party shall be sold, licensed, transferred or otherwise pass except as otherwise set forth in these Terms and Conditions. Supplier shall not be entitled to use Advertiser’s Intellectual Property for any purpose other than the performance of the services to provides the Products and Deliverables pursuant to the Purchase Order and these Terms and Conditions.
b. Supplier’s Background IP. Title to the Deliverables will transfer to Advertiser upon delivery. If Supplier’s Background IP is incorporated in, or is necessary to use, any Deliverable, Supplier will provide a written description of Supplier’s Background IP to Advertiser before delivering the related Deliverables, and Supplier hereby grants Advertiser and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) to sell, offer for sale, import, export distribute, publicly perform, publicly display, and otherwise use or dispose of Supplier’s Background IP in connection with the Deliverables. If Supplier’s Background IP is incorporated into or is necessary to use any Goods, Supplier hereby grants Advertiser and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license (with the right to sublicense) to modify, sell, offer for sale, import, and otherwise use and dispose of the Supplier’s Background IP in connection with the Goods.
c. Third Party Materials. Supplier shall prominently declare in the Purchase Order (i) any third party’s Intellectual Property that is incorporated into any Deliverables, and (ii) any third party’s Intellectual Property that is required for use of any Services or Deliverables (each a “Dependency”). Supplier shall provide Advertiser with all documentation, license terms and copyright notices necessary for Advertiser to determine its rights to use and reproduce each Dependency. Advertiser has the right to reject any Products or Services containing any Dependency that is not declared in a Purchase Order or that is incompatible with the assignments or licenses granted in this Agreement.
d. Assistance. If requested by Advertiser, Supplier will timely perform all acts reasonably necessary to accomplish the licenses and assignments in the Agreement.
e. Limitations. Except for the license rights expressly granted under this section 6, neither party will own or acquire any right to the other party’s Intellectual Property under the Agreement. Neither Supplier nor any Supplier Personnel will have any lien, claim or encumbrance upon any Goods or Products, and Supplier hereby waives, and will cause each of its Supplier Personnel to waive, any lien, claim or encumbrance upon any Goods or Products.
f. Confidential Information. Do not share confidential or proprietary information on the Anvara website or through the website. Anvara does not want to receive confidential, proprietary or trade secret information. Please note that any information, materials, suggestions, ideas or comments sent to Anvara or through the use of the Anvara website will be deemed non-confidential, and, by submitting any such information, you are granting Anvara an irrevocable and unrestricted license to use, modify, reproduce, transmit, display and distribute such materials, information, suggestions, ideas or comments for any purpose whatsoever. We will not use your name in connection with any such materials, information, suggestions, and ideas or comments unless we first obtain your permission or are otherwise required by law to do so. Any confidentiality restrictions shall be set forth in the applicable Purchase Order as between Supplier and Advertiser.
g. Publicity. Anvara may use and reference Supplier’s and Advertiser’s name, logos, marks and the customer relationship under these Terms and Conditions in its promotional and marketing materials and activities and on its website. Advertiser and Supplier each grant Anvara a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, worldwide license to use its Intellectual Property for such purposes.
7. Supplier Representations and Warranties.
a. General Supplier Representations and Warranties. Supplier represents and warrants that: (i) Supplier has and will maintain all licenses required to perform the services and provide the Products throughout the Term, (ii) Supplier has the right to grant the rights and licenses granted in these Terms and Conditions; (iii) Supplier possesses the full right, power, and authority to enter into these Terms and Conditions and to perform its obligations hereunder, (iv) Supplier will perform its obligations under these Terms and Conditions in strict compliance with all applicable local, state, federal, and international laws, regulations, and ordinances, including but not limited to laws related to privacy, data protection, intellectual property, consumer protection, and the advertisement and sale of products or services, (v) Supplier’s performance under these Terms and Conditions and the Purchase Order will not cause Supplier to breach any other agreements; (vi) Supplier’s performance of all obligations under the Purchase Order (a) will be conducted with due care, skill and diligence, in a professional and competent manner, and in accordance with high industry standards and practices, and (b) will conform with the requirements in the Purchase Order and to high industry standards; (vii) Supplier will comply with all applicable laws and regulations in connection with its performance under these Terms and Conditions and the Purchase Order, including all applicable employment, labor, and human rights, data privacy, health and safety, tax, customs, import and export controls, trade sanctions regulations, campaign finance and anti-bribery laws, and environmental laws and regulations, and (viii) Supplier will comply, and will cause Supplier Personnel to comply, with all access, safety, security and information systems policies and requirements provided by Anvara and Advertiser.
b. Product Representations and Warranties. Supplier represents and warrants that: (i) before delivery, Supplier has full and warrantable title to the Products, and Products will be delivered free and clear of liens and encumbrances; (ii) the Products do not, and Advertiser’s use of the Products will not, infringe or misappropriate any rights, including Intellectual Property Rights, of any third party, and no additional fees or royalties shall be due from Advertiser for use of the Products; (iii) the Products will be (a) new, unused, and not refurbished when delivered, unless otherwise stated in the Purchase Order, (b) safe and fit for any normal or foreseeable uses, including for any purpose made known to the Supplier, (c) of satisfactory quality, and (d) free of hidden features and security defects; (iv) for 12 months from the date of delivery, the Products will be free from defects in design, materials, and workmanship, and will conform to all documentation provided by Supplier; and (v) Supplier’s Dependency declarations are complete and accurate.
c. No Liability. Anvara shall not be liable for the breach or inaccuracy of any of the foregoing representations and warranties set forth in this Section 7. Anvara makes no representation or warranty with respect to the Goods, Products or Deliverables, and shall have no liability with respect thereto, or in any other manner for any action, inaction, breach or default by any Advertiser and/or Supplier.
d. Remedies. For Products and Services that fail to comply with the warranties set forth in Section 7(a) or Section 7(b), in addition to any other remedy available at law or equity, at Advertiser’s option, Supplier shall promptly (i) correct or replace the Products or Services as soon as practicable (or the time period agreed in writing), or (ii) refund any amounts paid for the defective or non-conforming Products or Services (plus any inspection, test, and transportation charges) within [60] days following Advertiser’s demand for such refund. Notwithstanding any such refund, Supplier shall be required to pay Anvara its full Fee with respect to such Products or Deliverables, and no refund of such Fee shall be provided by Anvara.
8. Advertiser Representations and Warranties.
a. General Advertiser Representations and Warranties. Advertiser represents and warrants that: (i) Advertiser has and will maintain all licenses required to use, sell or otherwise deal with the Products, (ii) Advertiser has the right to grant the rights and licenses granted in these Terms and Conditions; (iii) Advertiser possesses the full right, power, and authority to enter into these Terms and Conditions and to perform its obligations hereunder, (iv) Advertiser will perform its obligations under these Terms and Conditions in strict compliance with all applicable local, state, federal, and international laws, regulations, and ordinances, including but not limited to laws related to privacy, data protection, intellectual property, consumer protection, and the advertisement and sale of products or services (v) Advertiser’s performance under these Terms and Conditions and the Purchase Order will not cause Advertiser to breach any other agreements; (vi) Advertiser will comply with all applicable laws and regulations in connection with its performance under these Terms and Conditions and the Purchase Order, including all applicable employment, labor, and human rights, data privacy, health and safety, tax, customs, import and export controls, trade sanctions regulations, campaign finance and anti-bribery laws, and environmental laws and regulations, and (vii) Advertiser will comply with all access, safety, security and information systems policies and requirements provided by Anvara and Supplier.
b. Advertising. Advertiser represents an warrants that (i) all advertising materials provide by Advertiser to Supplier to be used in the Products and Deliverables (collectively, “Advertising Materials”) shall be in compliance with all applicable laws and shall not infringe on the rights of any other person or entity and (ii) Advertiser owns all Advertising Materials and/or has the right to use all Advertising Materials without limitation, and as required pursuant to these Terms and Conditions and the Purchase Order and for the use and/or sale of such Products or Deliverables thereafter.
c. No Liability. Anvara shall not be liable for the breach or inaccuracy of any of the foregoing representations and warranties set forth in this Section 8. Anvara makes no representation or warranty with respect to the Goods, Products or Deliverables, and shall have no liability with respect thereto, or in any other manner for any action, inaction, breach or default by any Advertiser and/or Supplier.
9. Advertising Materials. Advertising should be honest and in good taste, claims should be substantiated and qualifying information about the attributes or use of a product should be disclosed whenever required to avoid misleading consumers. Advertisements will not:
a. Violate any rights of any person, firm or corporation;
b. Contain any false, unsubstantiated or unwarranted claims for any product or service, or testimonials that cannot be authenticated;
c. Be false or misleading;
d. Contain any material which is in whole or in part defamatory, violent, obscene, profane, vulgar, repulsive or offensive, either in theme or in treatment;
e. Contain false or ambiguous statements or representations that may be misleading;
f. Contain any element of unauthorized Intellectual Property;
g. Contain any disparagement or libel of third-parties;
h. Contain any content that is or may be injurious or prejudicial to the interests of the public, Anvara, Supplier or honest advertising and reputable business in general; or
i. Be construed as an endorsement or approval by Anvara or Supplier of the product or service being offered in the advertisement.
10. Insurance. Throughout the Term, each of Supplier and Advertiser shall maintain general liability, health, automobile, workers' compensation, unemployment compensation, disability, errors and omissions, and other insurances, as required by applicable law or common practice in Supplier’s and Advertiser’s industry, whichever affords greater coverage. Upon Anvara’s request, Supplier and Advertiser shall provide Anvara certificates of insurance or evidence of coverage, and shall name Anvara as additional insured thereunder.
11. Indemnification.
a. Supplier Indemnification. Supplier shall indemnify Anvara and Anvara’s affiliates, and each of their shareholders, owners, members, officers, directors, employees, agents and representatives (collectively, “Anvara Indemnitees”) against any action, suit, claim, investigation, costs, expenses, liabilities, damages, claims, costs and expenses (including attorneys fees) incurred by any Anvara Indemnitees that arises out of any of the following (each, a “Claim”): (i) breach of this Agreement; (ii) Supplier’s or Supplier Personnel’s negligence, willful misconduct, or fraud, (iii) any allegation that the Products or Services, or the use thereof, infringe or misappropriate any third party’s rights, including Intellectual Property Rights; (iv) any allegation by Supplier Personnel of entitlement to healthcare, 401k, or any other employee benefits from Anvara or Advertiser, or any other allegation that any Supplier Personnel is an employee of Anvara or Advertiser; (v) any allegation that Supplier failed to satisfy any tax, withholding, or other similar regulatory or statutory obligations, or arising out of Supplier’s employment or engagement of Supplier Personnel to provide the Services; or (vi) any property damage, personal injury, or death related to performance of the Services.
b. Advertiser Indemnification. Advertiser shall indemnify the Anvara Indemnitees against any of the following Claims: (i) breach of this Agreement; (ii) Advertiser’s or its employees’ negligence, willful misconduct, or fraud, (iii) any allegation that the advertising materials or the use thereof infringe or misappropriate any third party’s rights, including Intellectual Property Rights; (iv) any allegation by any employee of Advertiser of entitlement to healthcare, 401k, or any other employee benefits from Anvara or Supplier or any other allegation that any such person is an employee of Anvara or Supplier; (v) any property damage, personal injury, or death related to performance of the use or sale of the Products or Services by Advertiser.
c. Indemnification Procedure. An Anvara Indemnitee may defend a Claim with counsel of its own choosing if Supplier and/or Advertiser, as applicable, fails to notify Anvara that it will defend the Claim within ten (10) days of receipt of notice of the Claim; provided that for any governmental or regulatory investigation or claim into a Anvara Indemnitee, the Anvara Indemnitee may choose to have sole control of the defense and settlement of the claim. If Supplier and/or Advertiser assumes the defense, an Anvara Indemnitee may participate in the defense at its own expense. Neither Supplier nor Advertiser may contest, pay, or settle a Claim without Anvara Indemnitee’s express prior written consent unless that settlement (i) does not require any Anvara Indemnitee to admit or stipulate to any fault, liability, wrongdoing, or that it violated any law, (ii) does not impact any other claim for or against the Anvara Indemnitee, (iii) provides monetary damages paid by Supplier or Advertiser, as applicable, as the claimant’s sole relief, (iv) does not restrict, limit or otherwise negatively impact the Anvara Indemnitee’s business or operations, and (v) requires that the claimant release the Anvara Indemnitee from all liability alleged in the Claim.
d. Injunction. If an injunction preventing continued use of any Products or Services is threatened or granted, Supplier will promptly do the following at its sole expense: (i) procure the right to continue providing, or for Anvara to continue using, the Products or Services, (ii) modify the Products or Services to make them non-infringing without materially reducing their functionality, or (iii) replace the Products or Services with a non-infringing, functionally-equivalent alternative. If Supplier cannot perform or has not performed any of the above, Anvara may terminate the Purchase Order in whole or in part, and Supplier will refund Anvara fees paid for the affected Products or Services, pro-rated to the date of termination.
12. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING ELSE HEREIN, ANVARA SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THESE TERMS AND CONDITIONS OR ANY PURCHASE ORDER, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL, THE REMOVAL OF ANY PROMOTIONS, OR ANY DELAY IN DISPLAYING OR THE FAILURE TO DISPLAY PROMOTIONS, EVEN IF AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ANVARA’S LIABILITY FOR MONETARY DAMAGES UNDER THESE TERMS AND CONDITIONS OR ANY PURCHASE ORDER EXCEED THE AMOUNT PAID TO ANVARA IN CONNECTION WITH THE PURCHASE ORDER WHICH IS THE BASIS OF LIABILITY.
13. Breach of the Relationship. Supplier and Advertiser represent and warrant that by creating an account and using the Anvara platform, Supplier and Advertiser shall be restricted from and not interact or transact with each other, directly or indirectly, outside of the Anvara website and marketplace. In the event Supplier and Advertiser breach the foregoing representation or warranty, Anvara shall have the right to remove such Supplier and/or Advertiser from the website and ban such person or entity from using the site. In such event, Anvara shall be permitted to retain any and all funds received from such breaching party(ies). Additionally, in the event a Supplier or Advertiser enter into a deal and/or transact outside of the Anvara website or marketplace, Anvara shall be entitled to payment of an amount equal to two (2) times the Fees which would have been payable to Anvara hereunder if the breaching parties used the Anvara website and marketplace as set forth in these Terms and Conditions and entered into a Purchase Order.
14. Trade and Anti-Bribery Laws. Supplier and Advertiser shall each comply with all applicable international, federal, state, local laws and ordinances now or hereafter enacted, including (i) data protection and privacy laws, (ii) employment, tax, immigration, benefits, and workers compensation laws, (iii) import and export control laws and trade sanction regulations, and (iv) anti-bribery and anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, the principles of the OECD Convention on Combating Bribery of Foreign Public Officials, and any corresponding laws in the country where business or Services take place, which prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Neither Supplier nor Advertiser shall do, or fail to do, any act that would cause Anvara to breach any anti-bribery or anti-corruption laws and regulations. Neither Supplier nor Advertiser shall accept, and shall promptly send written notice to Anvara, any request for any undue financial or other advantage received by Supplier in connection with these Terms and Conditions and/or the Purchase Order.
15. Records and Audit. Each of Supplier and Advertiser shall maintain all records, contracts, and accounts related to the Products and Services during the Term and for five (5) years thereafter (“Audit Period”). During the Audit Period, Anvara or an independent certified public accountant reasonably acceptable to Supplier or Advertiser, as applicable, may, at any time, audit Supplier’s or Advertiser’s applicable records and inspect Supplier’s and/or Advertiser’s applicable facilities to verify that Supplier and Advertiser have complied with their respective obligations under these Terms and Conditions and the applicable Purchase Order. Supplier and Advertiser shall promptly provide to Anvara or the auditor any information and documentation Anvara or the auditor reasonably requests in connection with such audit or inspection in the format reasonably requested. Audits will be conducted during normal business hours, and Anvara will take reasonable precautions to minimize disruption to Supplier’s and Advertiser’s normal business. If a government authority audits any portion of Supplier’s or Advertiser’s business related to the Products or Services, to the extent permitted by applicable law, Supplier and/or Advertiser will promptly notify Anvara and provide Anvara with reasonable information about the audit.
16. Independent Contractor. Each of Anvara and Supplier and Advertiser are independent contractors. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. No party has the authority to act on behalf of, bind, incur any liability, or make any representation on behalf of the other party. There are no third-party beneficiaries under these Terms and Conditions.
17. Governing Law. This Agreement shall be governed by under the laws of New York, without reference to conflicts of law principles.
18. Dispute Resolution.
a. Any and all controversies, claims or disputes arising out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to violations of state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this agreement to arbitrate (“Dispute”), except as otherwise set forth below, shall be resolved according to the following procedures which shall constitute the sole dispute resolution mechanism.
b. If the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to binding arbitration. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the New York office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in New York County, New York before a single neutral arbitrator appointed in accordance with the Arbitration Rules.
c. The arbitrator will provide a written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless the parties agree, the neutral arbitrator and the members of any appeal panel shall be retired judges or justices of any New York state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in New York County. The party seeking enforcement of any arbitration award shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief (unless otherwise precluded by any other provision of this Agreement) in the state and federal courts located in New York County. Any Dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court (state or federal) of competent jurisdiction in New York County.
d. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
19. General.
a. Entire Agreement. These Terms and Conditions and the applicable Purchase Order are the entire understanding of the parties regarding its subject matter and supersedes all prior agreements between the parties regarding its subject matter. No remedy provided under these Terms and Conditions is intended to be exclusive of other remedies available at law or equity. These Terms and Conditions will take precedence over conflicting terms in the Purchase Order.
b. Updates to the Terms and Conditions. Anvara reserves the right to modify these Terms and Conditions, at any time, in its sole discretion, without any notice. The revised Terms and Conditions will be effective on or after the posted date. If Anvara makes a material change to the Terms and Conditions, Anvara may (but shall not be obligated to) provide Supplier and Advertiser with notice of the revised Terms and Conditions. If a Supplier or Advertiser has provided Anvara its email address, Anvara provide such notification to Supplier and Advertiser of such changes via email. In addition, Anvara may (but shall not be obligated to) also provide notice by posting it on its website or in another manner. If a party does not agree to the new Terms and Conditions, such party should stop using the Services, and if such party is a registered user, it may cancel its account with Anvara within the notice period specified by contacting Anvara at info@anvara.io, and such party will not be bound by the updated Terms and Conditions following such termination. Otherwise, the updated Terms and Conditions will take effect on the date posted and a party’s continued use of the Services shall be considered acceptance of the updated Terms and Conditions.
c. Interpretation. The words “include,” “includes” and “including” shall not limit the generality of the relevant statement and shall be deemed to be followed by the words “without limitation.”
d. Waiver. No waiver under these Terms and Conditions will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.
e. Severability. If any provision of these Terms and Conditions or the application thereof to any party or circumstances is held invalid or unenforceable, the remainder of these Terms and Conditions and the application of such provision to other parties or circumstances shall not be affected thereby, and to this end, the provisions hereof are declared severable.
f. Force Majeure. In no event shall Anvara be liable for any delay or failure to perform its obligations under these Terms and Conditions arising out of or caused by circumstances outside of its reasonable control, including, without limitation, fire, flood, earthquake, force of nature, explosion, or any other Act of God, pandemic, epidemic, or any law, proclamation, regulation, ordinance, or other act or order of any court, government or government agency. ANVARA MAKES NO REPRESENTATION, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY ANVARA WEBSITE, THE PRODUCTS OR DELIVERABLES, THE SERVICES IT PROVIDES HEREUNDER, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANVARA DOES NOT WARRANT OR GUARANTEE THAT ANY ANVARA WEBSITE, THE PRODUCTS OR DELIVERABLES OR ANY SERVICES OR OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET SUPPLIER’S OR ADVERTISERS REQUIREMENTS OR INTENDED USES.
g. Assignment. Neither Supplier nor Advertiser may assign, transfer, or delegate any of its rights or obligations under these Terms and Conditions, whether by operation of law or otherwise, without the prior written consent of Anvara in each instance, which consent may be withheld in Anvara’s sole discretion. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void.
h. Notices. All notices, demands and other communication hereunder must be in writing and shall be deemed to have been duly given upon receipt or refusal thereof if sent by: (i) certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight courier, or (iii) by hand. Notices shall be sent to the address provided to each party.
20. Definitions. For purposes of these Terms and Conditions, the following definitions apply:
a. “Background IP” means all Intellectual Property owned or licensed by a party (i) before starting the Services, and/or (ii) independent of the Agreement.
b. “Deliverable” means custom content, information, reports, documents, or other materials provided or made accessible by Supplier to Advertiser for download or export, that results from the Services, or as otherwise listed in the applicable Purchase Order.
c. “Goods” means non-customized products, materials, or software provided by Supplier to Advertiser under the Purchase Order.
d. “Inspection Period” means the thirty (30) day period following Advertiser’s receipt of the applicable Products or Deliverables, unless otherwise stated in the Purchase Order.
e. “Intellectual Property” means anything protectable by any Intellectual Property Right.
f. “Intellectual Property Rights” means current and future rights in any registered or unregistered copyrights, trade secrets, trademarks, mask works, patents, design rights, trade dress, right of privacy or publicity, moral rights, and any other intellectual property rights that may exist anywhere in the world.
g. “Product” means Goods and Deliverables.
h. “Services” means services provided by Supplier to Advertiser under the Purchase Order.
i. “Subcontractor” means any person or entity that is not an employee of Supplier that Supplier directly or indirectly contracts to perform any of the Services on behalf of Supplier.
j. “Supplier Personnel” means Supplier’s employees and Subcontractors performing Services on behalf of Supplier.
k. “Term” means the term of these Terms and Conditions, which begins on the use of Anvara’s website, registering for an accounts, earlier of Supplier’s or Advertiser’s acknowledgement of the Purchase Order, commencement of Services under the Purchase Order, or delivery of Products under the Purchase Order, and ends on the later of Advertiser’s acceptance or final rejection of all Products and Services under the Purchase Order or the date Advertiser or Supplier, as applicable, stops using the Anvara platform, unless earlier terminated in accordance with these Terms and Conditions.