Founding Advisor Program Terms
Summary
- Mecavoy does not charge a fee to apply to the Program. Submitting an Application does not oblige you to sign the Advisor Agreement.
- These Terms govern your Application and your participation in the Program until you sign the Advisor Agreement. Commercial terms, including fees and payment terms, are set out only in the Advisor Agreement.
- The Program is open only to individuals who reside in the United States and to businesses organized or registered there. You may specialize in destinations anywhere.
- Mecavoy staff verify each Application before approving it. Verification may include identity, credential, document and reference checks. Mecavoy does not obtain consumer reports. If Mecavoy itself obtains public records about you during verification, it will email you a copy within seven days after obtaining them. Mecavoy may decline any Application without giving reasons.
- Approval does not guarantee any number of Travelers, Briefs or bookings, or any level of earnings.
- You participate as an independent business, not as an employee or agent of Mecavoy. You decide how, when and where you work, and you may work with other clients, platforms and host agencies.
- Uploaded documents are stored in encrypted form and are accessible only to authorized Mecavoy staff and service providers. Documents from a declined Application are deleted no later than 12 months after the decision.
- You may withdraw your Application at any time by emailing support@mecavoy.com.
This summary is provided for convenience only and does not form part of these Terms. If it conflicts with these Terms, these Terms control.
Contents
- Parties
- Scope, Acceptance and Interpretation
- Eligibility
- Applications
- Verification
- Decisions and No Guarantee
- Founding Advisor Benefits
- Expectations and Standards of Conduct
- Independent Status
- The Advisor Agreement
- Confidentiality
- Materials, License and Feedback
- Personal Information
- Electronic Communications
- Withdrawal of an Application
- Termination
- Changes to the Program and These Terms
- Disclaimers and Limitation of Liability
- Indemnification
- Governing Law and Disputes
- General Provisions
- Notices and Contact
1. Parties
1.1 Parties. These Founding Advisor Program Terms (these “Terms”) are an agreement between Mecavoy LC, a Wyoming limited liability company (Wyoming entity ID 2026-002066107), 5830 E 2nd St, Ste 7000 #38404, Casper, WY 82609, United States (“Mecavoy”, “we”, “us” or “our”), and the individual who submits an Application (“you” or “your”).
1.2 Business applicants. If you submit an Application on the Registered Advisor Track for a business, “you” also includes that business, and you represent and warrant that you are authorized to accept these Terms on behalf of that business and to bind it to them.
1.3 Contact. Questions about these Terms or your Application may be sent to support@mecavoy.com, and questions about your personal information to privacy@mecavoy.com. Formal notices must be given as set out in Section 22.
2. Scope, Acceptance and Interpretation
2.1 Scope. These Terms govern your Application and your participation in the Program until you and Mecavoy sign the Advisor Agreement, and after that to the extent provided in Section 10.2.
2.2 Acceptance. You accept these Terms by checking the box on the Application Form confirming that you agree to them and submitting your Application. If you do not agree to these Terms, do not submit an Application. Mecavoy records the version of these Terms that you accepted and the date and time of your acceptance, and will provide a copy of that version on request. You may print or save a copy of these Terms for your records.
2.3 Not the Advisor Agreement. These Terms are not the agreement under which you would work with Mecavoy. That agreement is the Advisor Agreement described in Section 10. Nothing in these Terms obliges you or Mecavoy to enter into the Advisor Agreement.
2.4 No fee. Mecavoy does not charge any fee to submit an Application or to participate in the Program under these Terms.
2.5 Definitions. In these Terms, the following terms have the following meanings:
“Advisor Agreement” means the separate written agreement described in Section 10 that governs the commercial relationship between Mecavoy and an advisor whose Application has been approved.
“Application” means an application to join the Program submitted through the Application Form, together with all information and Materials submitted with it or provided to Mecavoy in connection with it.
“Application Form” means the application form published at mecavoy.com/advisor-apply.html.
“Brief” means a request for travel planning that a Traveler makes through the Mecavoy Service.
“Confidential Information” has the meaning given in Section 11.1.
“Feedback” has the meaning given in Section 12.5.
“Founding Advisor Benefits” means the benefits described in Section 7.1.
“Good Standing” means that you have signed the Advisor Agreement, the Advisor Agreement has not been terminated, and you are not in material breach of the Advisor Agreement or these Terms.
“Independent Agent Track” means the track of the Program for independent travel advisors, including advisors who work with a host agency.
“Materials” means the headshot, documents, profile text, sample itineraries and any other content that you submit or provide in connection with your Application or the Program.
“Mecavoy Service” means the Mecavoy travel planning and booking service, which is scheduled to open across the United States in January 2027.
“Privacy Policy” means the Mecavoy Privacy Policy published at mecavoy.com/privacy.html.
“Program” means the Mecavoy Founding Advisor Program described in these Terms.
“Registered Advisor Track” means the track of the Program for advisors who operate their own registered travel business.
“Traveler” means a user of the Mecavoy Service who plans or books travel through it.
2.6 Interpretation. In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) “including” and similar words mean including without limitation; (c) a reference to a Section is to a section of these Terms; (d) “written” and “in writing” include email; and (e) the summary at the top of this page does not form part of these Terms, and if it conflicts with these Terms, these Terms control.
3. Eligibility
3.1 Requirements. To apply, you must:
- be at least 18 years of age;
- have the legal capacity to enter into a binding agreement and, on the Registered Advisor Track, the authority to bind the business for which you apply;
- meet the United States requirements in Section 3.2;
- provide information that is true, accurate, current and complete; and
- on the Registered Advisor Track, operate a lawfully registered travel business that holds every seller-of-travel registration and license required by the law of each state in which it sells travel or to whose residents it sells travel, and any other registration, license or bond that the law requires for the travel it sells.
3.2 United States only. The Program is open only to individuals who reside in the United States and to businesses organized or registered in the United States. You must reside in the United States. If you apply on the Registered Advisor Track, the business for which you apply must also be organized under the law of, or registered to do business in, a jurisdiction within the United States. In this Section 3, “United States” means the fifty states, the District of Columbia, Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa and the Northern Mariana Islands. This Section 3.2 concerns only where you reside and where your business is organized or registered. It does not limit the destinations in which you may specialize or for which you may plan travel.
3.3 Seller-of-travel registration. Some states, including California, Florida, Hawaii and Washington, have seller-of-travel laws that may apply to a business that sells travel to their residents even if the business is located in another state. You are responsible for determining which registrations those laws require of your business, and a business on the Registered Advisor Track must hold each of them to meet Section 3.1(e).
3.4 Independent Agent Track. You may apply on the Independent Agent Track whether you work on your own or with a host agency. Business registration documents are not required to apply on that track.
4. Applications
4.1 Accuracy. You represent and warrant that all information in your Application is true, accurate, current and complete and is not misleading. If any material information changes while your Application is under review, including your contact details, your business or a registration, you must notify Mecavoy promptly at support@mecavoy.com.
4.2 Authentic documents. You represent and warrant that each document you upload is genuine and unaltered and relates to you or your business, and that your headshot is a clear, recent photograph of you.
4.3 Rights in Materials. You represent and warrant that you have all rights, consents and permissions necessary to submit your Materials and to grant the license in Section 12. Your Materials must not include personal information about a client or any other individual unless you have the right to share it with Mecavoy for the purposes described in Section 12.2. For example, a sample itinerary must not identify a client unless that client has agreed.
4.4 Additional information. Mecavoy may ask you for additional information or documents, or for a call, before completing its review. If you do not provide them, Mecavoy may be unable to continue its review and may decline your Application.
4.5 One Application per person. You may submit only one Application, in your own name, unless Mecavoy invites you to apply again. If more than one Application is submitted with the same email address, Mecavoy will consider only the first. To change information in a submitted Application, email support@mecavoy.com.
5. Verification
5.1 Checks. Mecavoy will verify each Application before approving it. Verification is carried out by Mecavoy staff and may include:
- identity checks, which may include a video call with you;
- credential and document checks, including confirming a certificate, registration or license with the body that issued it or with a public register;
- reference checks, by contacting any references you give Mecavoy;
- a review of samples of your past work that you provide; and
- a review of the website and social media profiles listed in your Application and of publicly available information about your travel business.
5.2 Authorization. By checking the verification box on the Application Form and submitting your Application, you authorize Mecavoy to carry out the checks described in Section 5.1 and, for that purpose, to contact the issuing bodies, public registers and references referred to in that Section, to share with them the information reasonably necessary to complete each check, and to receive from them information about you and your business.
5.3 No consumer reports. Mecavoy does not obtain consumer reports or investigative consumer reports, as those terms are defined in the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), from consumer reporting agencies in connection with Applications. If Mecavoy decides in the future to obtain a consumer report about you, Mecavoy will first provide you with any disclosure, and obtain from you any authorization, that applicable law requires.
5.4 Copies of public records. If Mecavoy itself obtains public records about you in the course of verifying your Application, Mecavoy will send a copy of those records to the email address in your Application within seven (7) days after it obtains them. You do not need to request the copy.
6. Decisions and No Guarantee
6.1 Decisions. Mecavoy may approve or decline any Application in its sole discretion and is not required to give reasons for its decision. Mecavoy will not decline an Application because of any characteristic protected by applicable law. Mecavoy will notify you of its decision by email.
6.2 No guarantee of approval. Submitting an Application does not guarantee approval or a place in the founding cohort of the Program.
6.3 No guarantee of business. Approval does not guarantee any number of Travelers, Briefs or bookings, or any level of earnings.
6.4 The Mecavoy Service. The Mecavoy Service is new and is scheduled to open across the United States in January 2027. The timing of its launch, and the features available at launch, may change.
6.5 Meaning of approval. Approval of your Application means only that Mecavoy has accepted you into the Program. Approval, verification and the Founding Advisor badge are not a license, certification or endorsement of you or your business by Mecavoy, and you must not describe them as one.
7. Founding Advisor Benefits
7.1 Benefits. If your Application is approved and you sign the Advisor Agreement, Mecavoy will provide you with the following benefits:
- a Founding Advisor badge, displayed on your advisor profile on the Mecavoy Service for as long as you remain in Good Standing;
- your first year of Mecavoy advisor membership at no charge, on the terms, including the start date, set out in the Advisor Agreement;
- individually selected first Briefs, meaning that the first Briefs offered to you are selected for you individually; and
- a direct line to Mecavoy, through which you may raise questions and give Feedback.
7.2 Conditions. Places in the founding cohort are limited. The individual selection described in Section 7.1(c) concerns only how the first Briefs offered to you are selected. It is not a commitment to offer you any number of Briefs, and Section 6.3 continues to apply.
7.3 Personal benefits. The Founding Advisor Benefits are personal to you. They may not be transferred, sold or exchanged, and they have no cash value.
7.4 Withdrawal of benefits. Mecavoy may withdraw a Founding Advisor Benefit only as provided in Section 16 or in the Advisor Agreement.
8. Expectations and Standards of Conduct
8.1 Expectations. Mecavoy expects each founding advisor to:
- complete an advisor profile, with a clear, recent headshot and the advisor’s specialties;
- publish signature itineraries, as set out in the Advisor Agreement; and
- respond to Briefs matched to the advisor within the time stated in the Advisor Agreement.
These expectations become binding obligations only to the extent set out in the Advisor Agreement.
8.2 Standards of conduct. While your Application is under review and while you participate in the Program, you must:
- act professionally and courteously toward Travelers, other advisors and Mecavoy;
- deal honestly with Travelers, including by giving accurate advice, being clear about the services you will and will not provide, and respecting their budgets;
- not unlawfully discriminate against any Traveler on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, disability, age or any other characteristic protected by applicable law; and
- comply with all laws that apply to the sale of travel, including consumer protection laws and seller-of-travel registration requirements.
9. Independent Status
9.1 Relationship. You apply to and participate in the Program as an independent business. Nothing in these Terms or the Program creates an employment, partnership, joint venture, agency or franchise relationship between you and Mecavoy. You have no authority to bind Mecavoy or to make any representation or commitment on its behalf, and you are not entitled to any employee benefits from Mecavoy.
9.2 Control of your services. You decide how, when and where you perform your services, including your working hours, your location and your methods. Mecavoy does not train you in how to perform your services, supervise your work or set your schedule. Any onboarding assistance that Mecavoy provides, such as help setting up your advisor profile, concerns only your use of the Mecavoy Service. Any standard in these Terms or the Advisor Agreement, such as the time within which you respond to a Brief, concerns the results of your services and not the manner in which you perform them.
9.3 Tools, expenses, taxes and licenses. You provide your own tools and equipment, other than access to the Mecavoy Service. You bear your own business expenses, and you are solely responsible for your own taxes, business registrations, licenses and insurance.
9.4 No exclusivity. Your participation in the Program is not exclusive. You may provide services to other clients and work with other platforms and host agencies, and these Terms do not require you to stop working with a host agency. You represent and warrant that applying to and participating in the Program do not breach any agreement between you and a host agency or any other third party, and you are responsible for reviewing any such agreement for restrictions.
9.5 Advisor Agreement. After you sign the Advisor Agreement, it governs your relationship with Mecavoy as provided in Section 10.2, and this Section 9 continues to apply to the extent that the Advisor Agreement does not address the same subject matter.
10. The Advisor Agreement
10.1 Commercial terms. The commercial terms of working with Mecavoy, including fees, payment terms and each party’s responsibilities, are set out in the Advisor Agreement and not in these Terms. If your Application is approved, Mecavoy will provide the Advisor Agreement to you and give you a reasonable opportunity to review it before you decide whether to sign it. You are under no obligation to sign it.
10.2 Effect of the Advisor Agreement. Once you and Mecavoy have signed the Advisor Agreement, it governs the relationship between you and Mecavoy. If the Advisor Agreement conflicts with these Terms, the Advisor Agreement controls. Section 7 and the provisions of these Terms listed in Section 21.7 continue to apply to the extent that the Advisor Agreement does not address the same subject matter.
11. Confidentiality
11.1 Confidential Information. “Confidential Information” means non-public information that Mecavoy discloses to you in connection with your Application or the Program, including previews of the Mecavoy Service and of unreleased features, draft documents (including drafts of the Advisor Agreement) and non-public information about the Program, whether disclosed in writing, orally or by demonstration, that is marked as confidential or that a reasonable person would understand to be confidential.
11.2 Obligations. You must (a) use Confidential Information only to evaluate and participate in the Program; (b) not disclose Confidential Information to anyone without Mecavoy’s prior written consent; and (c) protect Confidential Information with at least reasonable care.
11.3 Exclusions. Confidential Information does not include information that:
- is or becomes publicly available other than through a breach of these Terms by you;
- you lawfully knew before Mecavoy disclosed it to you, without a duty of confidentiality;
- you lawfully receive from a third party without a duty of confidentiality; or
- you develop independently without use of Confidential Information.
11.4 Disclosure required by law. You may disclose Confidential Information to the extent required by law or by order of a court or government authority, provided that, where legally permitted, you give Mecavoy prompt notice of the requirement and reasonable cooperation if Mecavoy seeks a protective order or other remedy.
11.5 Duration. Your obligations under this Section 11 continue while your Application is under review and while you participate in the Program, and for three (3) years after the later of the end of your participation and the withdrawal or decline of your Application. For any Confidential Information that is a trade secret, they continue for as long as it remains a trade secret under applicable law.
11.6 Permitted statements and protected activity. Nothing in these Terms prevents you from (a) stating that you have applied to the Program or that you are a founding advisor; (b) reporting a possible violation of law to, filing a charge or complaint with, or communicating with any government agency; or (c) making any other disclosure protected by law.
11.7 Defend Trade Secrets Act notice. Under 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
12. Materials, License and Feedback
12.1 Ownership. As between you and Mecavoy, you retain all ownership rights in your Materials.
12.2 License. You grant Mecavoy a non-exclusive, worldwide, royalty-free license to host, store, copy, format (including by resizing or cropping images) and use your Materials solely:
- to receive, review and verify your Application;
- to communicate with you about your Application and the Program;
- if your Application is approved and you sign the Advisor Agreement, to prepare your advisor profile; and
- to keep records as required by law or as described in the Privacy Policy.
Mecavoy may sublicense these rights only to its service providers, and only to the extent necessary for them to act on Mecavoy’s behalf for those purposes.
12.3 No publication. Mecavoy will not publish your Materials, name or likeness, on the Mecavoy Service or elsewhere, except as permitted by the Advisor Agreement or with your separate consent.
12.4 End of the license. If your Application is declined or withdrawn, the license in Section 12.2 ends, except that Mecavoy may continue to store your Materials for the retention periods described in Section 13 and the Privacy Policy.
12.5 Feedback. You are not required to give Mecavoy any suggestions, comments or other feedback about the Mecavoy Service or the Program (“Feedback”). If you do, you grant Mecavoy a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense, to use the Feedback for any purpose, without obligation to you. Feedback does not include your Materials.
13. Personal Information
13.1 Privacy Policy. Mecavoy handles personal information in your Application as described in the Privacy Policy, in particular its section on founding advisor applications.
13.2 Security. Documents you upload are transmitted over an encrypted connection, stored in encrypted form and not publicly accessible. Access to Applications is limited to authorized Mecavoy staff who review Applications and to Mecavoy’s service providers acting on its behalf. Mecavoy does not sell your personal information or share it with anyone for their own marketing.
13.3 Retention. Subject to Section 13.4:
- if your Application is approved, Mecavoy keeps it for as long as you are a Mecavoy advisor, and afterwards for as long as the Advisor Agreement or applicable law requires;
- if your Application is declined, Mecavoy deletes the documents you uploaded no later than 12 months after the date of its decision, and keeps the rest of the Application only for as long as reasonably necessary to answer questions about the decision, to consider a future Application from you, to comply with its legal obligations and to establish, exercise or defend legal claims;
- if you withdraw your Application, or ask Mecavoy to delete it, Mecavoy deletes the Application and the documents uploaded with it within 30 days after receiving your request, except to the extent applicable law requires Mecavoy to keep them; and
- files uploaded through the Application Form but not submitted with a completed Application are deleted automatically three days after upload.
13.4 Backups. Deleted documents may remain in the version history of Mecavoy’s storage provider for up to 30 days, and deleted records may remain in encrypted backups for up to 35 days, before they are permanently removed.
13.5 Your rights. You may ask to access, correct, delete or obtain a copy of the personal information Mecavoy holds about you, and you may withdraw your consent to advisor news at any time, by emailing privacy@mecavoy.com. The Privacy Policy describes these rights in full.
14. Electronic Communications
14.1 Consent to electronic communications. You agree that Mecavoy may provide notices, agreements, disclosures and other communications relating to your Application and the Program electronically, including by email to the address in your Application, and that those communications satisfy any legal requirement that they be in writing. You agree that checking a box on the Application Form and submitting your Application constitutes your electronic signature and your agreement to these Terms.
14.2 Application emails. Mecavoy will email you to confirm receipt of your Application, to request any further information, and to notify you of its decision. These emails are part of the application process and are sent regardless of your marketing choices.
14.3 Advisor news. If you check the optional box on the Application Form, Mecavoy may also send you occasional Mecavoy news for advisors. You may stop these emails at any time by replying to any of them or by emailing support@mecavoy.com. Stopping them does not affect your Application.
14.4 Your email address. You must keep the email address in your Application current by notifying Mecavoy of any change.
15. Withdrawal of an Application
You may withdraw your Application at any time before you sign the Advisor Agreement by emailing support@mecavoy.com from the email address in your Application. Mecavoy will confirm the withdrawal by email, stop reviewing the Application and delete it as described in Section 13.3(c). After you sign the Advisor Agreement, Section 16.4 applies instead.
16. Termination
16.1 By you. You may leave the Program at any time by notifying Mecavoy at support@mecavoy.com.
16.2 By Mecavoy. Mecavoy may decline your Application, withdraw its approval of your Application, end your participation in the Program or withdraw any Founding Advisor Benefit, by notice to you, if Mecavoy reasonably determines that you:
- provided false, inaccurate or misleading information or documents;
- do not meet, or no longer meet, the eligibility requirements in Section 3;
- have materially breached these Terms, including Section 4, Section 8.2 or Section 11; or
- have acted in a way that exposes Travelers, other advisors or Mecavoy to a risk of harm.
16.3 Opportunity to remedy. Where reasonably practicable, and where the matter can be remedied, Mecavoy will first notify you of the matter and give you a reasonable opportunity to remedy it.
16.4 Advisor Agreement. After you sign the Advisor Agreement, termination of your relationship with Mecavoy is governed by the Advisor Agreement.
17. Changes to the Program and These Terms
17.1 Changes to the Program. Subject to Section 7.4, Mecavoy may modify, suspend or discontinue the Program, or close it to new Applications, at any time. Closing the Program to new Applications does not affect advisors whose Applications Mecavoy has already approved. If Mecavoy discontinues the Program, it will notify applicants and approved advisors by email, and Mecavoy is not required to provide or enter into the Advisor Agreement with anyone who has not signed it by the date of that notice.
17.2 Changes to these Terms. Mecavoy may publish updated versions of these Terms on this page, each with a new version number and effective date. The version in effect when you submit your Application applies to that Application. A later version applies to you only if you accept it when Mecavoy asks you to do so, and Mecavoy will make any such request by email. If you do not accept a later version, the version you accepted continues to apply to you.
18. Disclaimers and Limitation of Liability
18.1 DISCLAIMER OF WARRANTIES. THE PROGRAM, THE APPLICATION PROCESS AND ANY PREVIEW OF THE MECAVOY SERVICE OR OTHER INFORMATION THAT MECAVOY PROVIDES UNDER THESE TERMS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MECAVOY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT YOUR APPLICATION WILL BE APPROVED OR THAT YOU WILL RECEIVE ANY BRIEFS, BOOKINGS OR EARNINGS.
18.2 EXCLUSION OF CERTAIN DAMAGES. EXCEPT AS PROVIDED IN SECTION 18.4, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS, YOUR APPLICATION, ANY DECISION ON YOUR APPLICATION OR THE PROGRAM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
18.3 LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTION 18.4, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATING TO THESE TERMS, YOUR APPLICATION OR THE PROGRAM WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) AND (B) THE TOTAL FEES THAT YOU PAID TO MECAVOY UNDER THESE TERMS IN THE TWELVE (12) MONTHS BEFORE THE DATE ON WHICH THE CLAIM AROSE.
18.4 EXCEPTIONS. SECTIONS 18.2 AND 18.3 DO NOT APPLY TO: (A) A PARTY’S OBLIGATIONS TO DEFEND AND INDEMNIFY AGAINST THIRD-PARTY CLAIMS UNDER THESE TERMS, INCLUDING UNDER SECTION 19; (B) LIABILITY ARISING FROM A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) LIABILITY FOR A BREACH OF SECTION 11 (CONFIDENTIALITY); OR (D) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18.5 Jurisdictions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, so some of the exclusions and limitations in this Section 18 may not apply to you.
18.6 Basis of these Terms. Each party acknowledges that Mecavoy charges no fee under these Terms, so that the limit in Section 18.3 is one hundred U.S. dollars (US$100), and that the exclusions and limitations in this Section 18 are an essential basis of these Terms.
19. Indemnification
19.1 Indemnity. You will defend, indemnify and hold harmless Mecavoy and its members, managers, officers, employees and agents from and against any claim by a third party, and any resulting losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), to the extent arising out of:
- any inaccuracy in, or breach of, the representations and warranties you give in Section 4;
- any claim that your Materials, or Mecavoy’s use of them in accordance with these Terms, infringe or violate the rights of any third party; or
- your breach of Section 8.2.
19.2 Procedure. Mecavoy will notify you promptly of any claim for which it seeks indemnification, give you reasonable cooperation at your expense, and allow you to control the defense and settlement of the claim, except that you may not settle a claim in a way that imposes any obligation or admission on Mecavoy without Mecavoy’s prior written consent. A delay in notice relieves you of your obligations under this Section 19 only to the extent that the delay prejudices your defense. Mecavoy may participate in the defense with counsel of its choice at its own expense.
20. Governing Law and Disputes
20.1 Governing law. These Terms, and any dispute arising out of or relating to them, your Application or the Program, are governed by the laws of the State of Wyoming and the applicable federal laws of the United States, without regard to conflict-of-laws rules that would require the application of the law of another jurisdiction.
20.2 Venue. Subject to Section 20.3, any action arising out of or relating to these Terms, your Application or the Program must be brought exclusively in the state or federal courts located in Wyoming. You and Mecavoy each consent to the personal jurisdiction of those courts and waive any objection to venue in them.
20.3 Small claims. Section 20.2 does not prevent either party from bringing an individual claim in a small claims court that has jurisdiction over the claim. You may bring such a claim in the small claims court for the county in which you reside or, if you applied for a business, the county in which that business has its principal place of business, and Mecavoy consents to the personal jurisdiction of that court for that claim.
20.4 Mandatory protections. Nothing in this Section 20 deprives you of any protection under the laws of your state of residence that cannot be waived by agreement.
21. General Provisions
21.1 Entire agreement. These Terms are the entire agreement between you and Mecavoy regarding your Application and the Program, and they supersede all prior or contemporaneous statements, understandings and communications about those subjects, including statements on the Mecavoy website. The Privacy Policy explains how Mecavoy handles personal information and does not form part of these Terms.
21.2 Order of precedence. If these Terms conflict with any statement on the Mecavoy website or in any email about the Program, these Terms control. Once signed, the Advisor Agreement controls over these Terms as provided in Section 10.2.
21.3 Assignment. You may not assign or transfer these Terms, or any right or obligation under them, without Mecavoy’s prior written consent. Mecavoy may assign these Terms, on notice to you, to an affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its business or assets. Any attempted assignment in breach of this Section 21.3 is void.
21.4 No waiver. A failure or delay by either party in exercising any right under these Terms does not waive that right, and a waiver of one breach is not a waiver of any other breach. A waiver is effective only if it is in writing.
21.5 Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions continue in full force and effect.
21.6 No third-party beneficiaries. These Terms are for the benefit of you and Mecavoy only, and no other person has any right to enforce them, except that the persons indemnified under Section 19 may enforce that Section.
21.7 Survival. Sections 4, 5.4, 9, 11, 12, 13, 14.1, 18, 19, 20, 21 and 22, and any other provision that by its nature is intended to survive, survive the withdrawal or decline of your Application and the end of your participation in the Program.
22. Notices and Contact
22.1 Notices to Mecavoy. Notices to Mecavoy under these Terms must be sent by email to support@mecavoy.com or, for matters concerning personal information, to privacy@mecavoy.com, or by mail to Mecavoy LC, 5830 E 2nd St, Ste 7000 #38404, Casper, WY 82609, United States. A notice to Mecavoy is effective when Mecavoy receives it.
22.2 Notices to you. Mecavoy will send notices to you by email to the address in your Application, as updated under Section 14.4. A notice sent by email is treated as received when it is sent, unless Mecavoy receives notice that it was not delivered.
Mecavoy LC · 5830 E 2nd St, Ste 7000 #38404, Casper, WY 82609, United States · support@mecavoy.com
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