TERMS AND CONDITIONS OF USE OF ANVYL, INC. WEBSITE

Effective date: July 18, 2018

Thank you for visiting the Anvyl, Inc. website, www.anvyl.com owned and operated by Anvyl, Inc. ("Site"). You should not access this Site or use our services until you have carefully read and agreed to these terms and conditions of use (the "Terms") which govern your access to and use of this Site.

The Anvyl Site

The Site provides a platform for that enables manufacturers ("Suppliers") to connect with entities seeking to outsource manufacturing of their products ("Makers") and to provide the ability for conducting analytics for production on a contingency basis. Agreements for the manufacture of products is solely between the Maker and Supplier; Anvyl is not an agent of either party for any purpose. Anvyl is not responsible for any negligence, misconduct or other inappropriate or un-businesslike behavior by a Maker or Supplier in connection with any transaction entered into on or through the Site. Anvyl is not responsible for the actual production of products and does not control the information provided by Makers or Dealers nor their acts or omissions. We are not responsible for the transfer of legal ownership of products from a Supplier to a Maker. We have sole control over the look, feel, content, operations and evolution of the Site, and may modify the Site and any content in our sole discretion. Anvyl is independent from the Maker and from the Supplier and no agency, partnership, joint venture, employee-employer or franchiser-franchisee or fiduciary relationship is intended or created by the operation of this Site by Anvyl. The provisions of the Commercial Agents Directive (86/653/EC) as implemented in any European jurisdiction (for example, in the UK via the Commercial Agents Regulations 1993) are expressly excluded from this Agreement. By using the Site, Makers and Suppliers select counterparties, solely of their own initiative. You acknowledge that Anvyl.com has no control over the manufacturing processes or the prices associated therewith or any other terms ultimately entered into between a Maker and a Supplier. Anvyl receives payment from the Suppliers in order for the Suppliers to participate in the Site.

Use of this Site

By using this Site, you and other users of the Site agree to these Terms. If you do not agree to these Terms, you may not access or use the Site. We may modify the Terms from time to time without notice to you. You should check these Terms periodically for modifications. The provisions contained herein supersede all previous notices or statements regarding our Terms with respect to this Site. We include the effective date of our Terms at the top of the statement. We encourage you to check our Site frequently to see the current Terms in effect and any changes that may have been made to them. If we make material changes to the Terms we will post the revised Terms and the revised effective date on this Site. By using the Site following any modifications to the Terms, you agree to be bound by such modifications.


Anvyl provides you with access to and use of the Site subject to your compliance with the Terms. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Site.

User age and access. By submitting information through this Site you represent that you are over the age of 18 or the age of majority in your jurisdiction, whichever is older.

Registration. Registration is required in order to participate in the Site. Makers and Suppliers are required to provider certain information and to select a user name and password to be used to access an account. Makers and Suppliers may permit multiple employees to create accounts on the Site, but each shall use a unique user name and password. User names and passwords may not be shared and may not be used by multiple persons. Makers and Suppliers are liable for all breaches committed by those using the Site in their names or under any of their accounts. Registrants may access their account to view or update their profile information as well as transaction information by clicking the icon on the home page of the Site after logging in.

Services and Fees. Makers and Suppliers subscribe to the Anvyl services ("Services") and pay the fees as set forth in the agreements they enter into with Anvyl.

Information Control. Makers and Suppliers are solely responsible for the accuracy of the information each provides to each other or to the Site. Anvyl is not responsible for the acts or omissions of any users of the Site.

License. The Site, including all of its contents, such as text, images, and the HTML used to generate the pages, ("Materials"), are our property or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided herein or as otherwise permitted by us, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from this Site in whole or in part, for any public or commercial purpose without the specific written permission of Anvyl. We grant you a personal, non-exclusive, non-transferable license to access our Site and to use the information and services contained here. We grant registered users who engage our services with a license to use the Site and our services in accordance with the terms of our agreement with those registered users. In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Site for any purpose, subject to the express terms of this Agreement.

Rules and Limits on and Modifications to the Site

We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials ("Content"), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

Specific Prohibited Uses

The Site may be used only for lawful purposes by individuals using authorized services of Anvyl. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. Anvyl specifically prohibits any use of the Site, and requires all users to agree not to use the Site, for any of the following:

  1. Posting any information which is incomplete, false, inaccurate or not your own;
  2. Impersonating another person;
  3. Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol;
  4. Posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
  5. Posting material that reveals trade secrets, unless you own them or have the permission of the owner;
  6. Posting material that infringes on any other intellectual property, privacy or publicity right of another;
  7. Transmitting or transferring (by any means) information or software derived from the site to foreign countries or certain foreign nations in violation of US export control laws;
  8. Attempting to interfere in any way with the Site's or Anvyl's networks or network security, or attempting to use the Site's service to gain unauthorized access to any other computer system.

Security Rules

Violations of system or network security may result in civil or criminal liability. Anvyl will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the user or users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:

  1. Accessing data not intended for such user or logging into a server or account which user is not authorized to access;
  2. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
  3. Attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing"; or sending unsolicited e-mail, including promotions and/or advertising of products or services, or
  4. Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

Privacy Policy; User Information

In the course of your use of the Site, you may be asked to provide certain information to us. Anvyl's use of any information you provide via the Site shall be governed by our Privacy Policy available at www.anvyl.com/privacy. We urge you to read our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of such information.

International Use

We control and operate the Site from our offices in the United States of America, and all information is processed within the United States. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Proprietary Rights

As between you and Anvyl, (or other company whose marks appear on the Site), Anvyl (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.

Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by Anvyl. If you make use of the Site, other than as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site.

The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including copyright law.
Product names, logos, designs, titles, words or phrases may be protected under law as the trademarks, service mark or trade names of Anvyl or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally.

The Anvyl logos and service names are trademarks of Anvyl (the "Anvyl Marks"). Without Anvyl's prior permission, you agree not to display or use Anvyl Marks in any manner. Nothing on the Site should be construed to grant any license or right to use any Anvyl Mark without the prior written consent of Anvyl.

Copyright Complaints

We respect the intellectual property rights of others and prohibit users from uploading and posting materials that infringes another party's intellectual property rights. If you believe that your material has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner of authorized to act on the copyright owner's behalf. Our copyright agent for notice of claims of copyright infringement on the Site can be reached as follows:

Copyright Agent: rodney@anvyl.com

It is often difficult to determine if your intellectual property rights have been violated or if the Digital Millennium Copyright Act (DMCA) requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove or disable access to the allegedly infringing material pending resolution of the matter. We will terminate the accounts of users that we determine are repeat infringers.

Please note that under Section 512(f) of the Copyright Act any person who makes false claims that material or an activity is infringing may be subject to liability for damages.

Links from and to the Site

You may be able to link to third party websites ("Linked Sites") from the Site. Linked Sites are not, however, reviewed, controlled or examined by Anvyl in any way and Anvyl is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Anvyl's endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall Anvyl be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site's administrator or Webmaster. Anvyl reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different users.

Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to Anvyl. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the Site, at our discretion at any time.

Indemnity

You agree to defend, indemnify and hold Anvyl, its directors, officers, employees, agents and affiliates harmless from any and all third party claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to or in connection with your use of the Site, your violation of the Terms or the posting or transmission of any materials on or through the Site by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.

DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANVYL DOES NOT WARRANT THAT THE SITE OR THE FUNCTION, CONTENT OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ANVYL MAKES NO WARRANTY THAT THE SITE WILL MEET USERS' EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

ANVYL DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. ANVYL IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTIES WITHOUT THE DIRECT INVOLVEMENT OF ANVYL.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ANVYL, NOR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE/MISUSE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF COMPANY OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF ANVYL TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.

Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Service and the Site, including but not limited to any applicable laws relevant to the manufacture of products or the sale of such products, the transmission of data exported from the United states or the country in which you reside as well as the restrictions on import or export of products. The Site may be used only for lawful purposes and in a lawful manner.

Applicable Law/Jurisdiction

You agree that the laws of the state of New York, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Site may be subject to other local, state, national, and international laws.

You expressly agree that exclusive jurisdiction for resolving any claim or dispute with Anvyl or relating in any way to your use of the Site resides in the state and federal courts of New York County, New York and you further agree and expressly consent to the exercise of personal jurisdiction in the state and federal courts of New York County, New York.

Consent to Processing

By providing any personal information to the Site, all users, including without limitation users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States.

Any inquiries concerning these Terms should be directed to: rodney@anvyl.com

Notices

Notices to you may be made via either email or regular mail. The Site may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you on the Site.

Contacting Us

To contact us with any questions or concerns in connection with this Agreement or the Site, or to provide any notice under this Agreement to us please email us at support@anvyl.com, contact us at (929) 333-5069, or write to us at: Anvyl, 335 Madison Ave., New York, NY 10017.

General Information

The Terms constitute the entire agreement between you and Anvyl and govern your use of the Site, superseding any prior agreements between you and Anvyl. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site.

You agree that no joint venture, partnership, employment, or agency relationship exists between Anvyl and you as a result of this Agreement or your use of the Site.

Any claim or cause of action you may have with respect to Anvyl or the Site must be commenced within one (1) year after the claim or cause of action arose.

The failure of Anvyl to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

You may not assign the Terms or any of your rights or obligations under the Terms without Anvyl's express written consent.

The Terms inure to the benefit of Anvyl's successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect.

© Copyright 2018 by Anvyl, Inc. All rights reserved.