Merit Subscription Agreement
1. Acceptance of the Terms and Conditions.
These terms and conditions (“Terms of Service”) govern your access to and use of Merit Pages, Inc.’s (“Merit Pages”) products, software, services, and web site (collectively “Services”), and any and all information, text, graphics, photos or other materials uploaded, downloaded, or appearing on the Services (collectively “Content”). By accessing and using the Services, you represent and warrant that you have the authority to agree to and be bound by these Terms of Service. If you do not agree to be bound by these Terms of Service, you are not allowed to use the Services. Wherever used in these Terms of Service, “you”, “your” or similar terms mean the person or legal entity utilizing or accessing the Services.
Merit Pages may update and change these Terms of Service from time to time. Despite any such changes, the Terms of Service in effect at the time you entered your current subscription will continue to apply to you until your subscription is renewed. Upon or prior to renewal of your subscription, you will be notified of any such changes, and your renewal of your subscription shall constitute your consent to such changes.
- You are responsible for your use of the Services and for any Content accessed or made available to others through such use (even if that Content is accessed or made available by others). You take all risks associated with the Services and any Content accessed or made available to others through your use of the Services. Merit Pages will not be held responsible for your use of the Services or for any such Content.
- You acknowledge that the Services allow you to access and use content and services offered by third party service providers (e.g., Twitter, Facebook) (“Third Party Service Providers”). You must agree to comply with the relevant terms and conditions of any such Third Party Service Provider.
- Your access to and use of the Services must be in accordance with these Terms of Service. If you violate these Terms of Service, you are no longer permitted to use the Services and Merit Pages may (but has no obligation to) terminate your ability to access or use the Services at any time.
- Merit Pages takes matters of children’s online privacy seriously. You shall not grant access to the Services or to any Content to children under 13 years of age, or allow any child under 13 years of age to access the Services or the Content. No one under age 13 may provide any information to, on or through the Services. If Merit Pages learns that you have granted access to the Services or any Content to any child under 13 years of age, we may, at our sole discretion, immediately and without any further action or obligations to you (including reimbursement for any applicable fees) terminate your use of the Services and you shall be continue to be bound by the indemnification provisions for your breach of these Terms of Service set forth in General Conditions, Section 5.
- You may, from time to time, request in writing that Merit Pages provide other consulting, training or support services not otherwise provided under this agreement (all such requested work, “Other Services”). The parties shall negotiate in good faith to produce a written statement of work (a “Statement of Work”) for such Other Services. No obligations will arise with regard to any services not otherwise set forth herein unless and until the parties execute a mutually agreeable Statement of Work.
Use and Restrictions
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the account sign-up process.
- You are responsible for maintaining the security of your account login information and for any activities or actions occurring under your account. Merit Pages encourages you to use a “strong” password (passwords that use a combination of upper and lower case letters, numbers and symbols) for your account. Merit Pages will not be responsible for any loss or damages resulting from your failure to comply with this obligation.
- You may only use the Services to: (a) access Content on Merit Pages’ website; and (b) distribute Content using Merit Pages’ website or Third Party Service Providers in accordance with these Terms of Service and any terms specified by the Third Party Service Providers.
- You may not access or search or attempt to access or search the Services by any means (automated or otherwise) except through Merit Pages’ currently available interfaces.
- You may not use the Services for any illegal or unauthorized purpose, including in any way that violates either Merit Pages’ or any third party’s intellectual property or other rights.
- You may not use the Services or any device, software, routine or other means in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.
- You may not, without Merit Pages’ prior written permission (including the permissions granted by these Terms of Service): (a) copy, store, aggregate, distribute (including by framing any of the Services on any web site), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law); (c) make derivative works of the Services; or (d) modify another website so as to falsely imply that it is associated with the Services, Merit Pages or any other Merit Pages products or services.
- You agree that you are responsible for your own use of the Services, for any Content you make available, and for any consequences thereof.
- You acknowledge that the Service allows you to create, distribute and otherwise make information available to the public. Important and private information should be protected by you. You should only provide information to us that you intend to make public and that is authorized to be public. The only exception is email addresses and zip codes. Merit Pages will not disclose or otherwise make public email addresses or zip codes that you provide or upload to the Service except for those provided to Merit Pages as part of the public media content. You understand that Merit Pages is not responsible for and cannot be held liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
- You understand that by using the Services you may be exposed to Content that might be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive. Merit Pages does not pre-screen Content and cannot be responsible for the Content accessed or made available to others through the Services.
- You understand that by using the Services you may encounter links to third-party web sites (“External Sites”). The content of such External Sites is developed and provided by others. These links are provided solely as a convenience to you and not as an endorsement by Merit Pages of the content on such External Sites. Merit Pages is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of materials on such External Sites. If you decide to access linked External Sites, you do so at your own risk.
- Merit Pages and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Services. Merit Pages may (but has no obligation to) remove or report Content and accounts containing Content that Merit Pages determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive (including Content that Merit Pages determines in its sole discretion to: (a) be libelous, defamatory, pornographic, obscene, or otherwise objectionable; or (b) violate any party’s intellectual property).
- Merit Pages does not permit verbal, physical, written or other abuse (including threats of abuse or retribution) of any Merit Pages customer, employee, member, or officer. Engaging in any such behavior may at Merit Pages’ sole discretion result in the immediate termination or your account.
- You must not impersonate any person or entity, including any Merit Pages employees; falsely state or otherwise misrepresent you affiliation with any person or entity; or imply that Merit Pages endorses any of your statements or positions.
- You must not upload, post, host, transmit or otherwise make available to others unsolicited email, SMSs, or “spam” messages through use of the Services.
- You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature (“Viruses”) through use of the Services.
Modifications to the Services and Prices
- You agree to pay the applicable fees for your subscription as the fees become due, and to reimburse Merit Pages for all collection costs and interest for any overdue payments.
- Purchased Services are billed in advance on a yearly or multi-year basis and are non-refundable. This means that there will be no refunds for partial years of use of the Service, or for times where the Services were unused. Should you cancel before the end of your Subscription Term, all payments due for the remainder of the Subscription Term immediately become due and payable.
- All fees are exclusive of taxes, levies, withholdings or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, withholdings or duties in addition to the fees.
Cancellation and Termination
- Merit Pages may change or suspend the Services at any time and from time to time without notice, and is under no obligation to renew your service. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these Terms of Service.
- Prices of all Services are subject to change upon renewal of your subscription term if Merit Pages gives at least 30 days’ notice prior to the renewal. Such notice may be provided at any time by posting the changes on Merit Pages’ website. Any continued use of the Services by you after the Subscription Term acknowledges your agreement to renew your subscription for another Subscription Term.
- Merit Pages shall not be liable to you or to any third party for any change to the Services, price change, suspension or discontinuance of the Services.
Ownership and Licenses
- If you choose to cancel your account, your cancellation will take effect immediately and Merit Pages will delete all of your Content from the Services reasonably promptly after cancellation. Once you cancel your account, your Content cannot be recovered.
- Merit Pages does not accept any responsibility for loss of Content due to account cancellation.
- If you violate these Terms of Service, Merit Pages has the right to suspend, terminate or restrict your access to the Services. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the deletion of all Content on your account, for which Merit Pages does not accept any responsibility.
- The provisions regarding “Your Account”, “Use and Restrictions”, “Content”, “Payment Matters”, “Modifications to the Services and Prices”, “Cancellation and Termination”, “Ownership and Licenses”, “Disclaimer and Limitation of Liability” and “General Conditions” and any provisions which by their nature survive, shall survive the termination of these Terms of Service.
Disclaimer and Limitation of Liability
- Merit Pages and its licensors retain title to and ownership of all rights (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and to the Services and Merit Pages’ Content. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you are reserved to Merit Pages and its licensors. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from Merit Pages’ Content. You also agree that you will not use any robot, spider, or other automated device or manual process to monitor or copy any of Merit Pages’ Content from Merit Pages’ website.
- The trademarks, service marks, and logos of Merit Pages, including without limitation, “Merit Pages,” used and displayed in connection with the Service are registered and unregistered trademarks or service marks of Merit Pages (the “Merit Pages Trademarks”). Nothing on this Service or in these Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Merit Pages Trademark displayed in connection with this Service without the prior written consent of Merit Pages specific for each such use. The Merit Pages Trademarks may not be used to disparage Merit Pages, its products or services, in any manner (using commercially reasonable judgment) that may damage any goodwill in the Merit Pages Trademarks. All goodwill generated from use of any Merit Pages Trademark shall inure to Merit Pages’ benefit.
- Merit Pages claims no intellectual property rights over the Content made available to others through your account. Additionally, your profile and other Content you provide to Merit Pages in connection with the Services remain yours. However, by making that Content available to others through the Services, or providing it to Merit Pages through the Services, you grant Merit Pages and its designees a worldwide, non-exclusive, sublicenseable, assignable, perpetual, irrevocable, royalty-free, fully paid up license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereafter developed), for any purpose and without compensation to you. You also acknowledge that the Services may include the use of Third Party Service Providers, and that as a result you are agreeing to grant to Merit Pages any and all other rights you grant to applicable Third Party Service Providers. Merit Pages also reserves the right to alter and/or edit any Content in its sole discretion.
- You represent and warrant to Merit Pages that any content you make available (i) is original to you or you have obtained all permissions, releases, rights or licenses required to grant the rights granted herein without obtaining any further releases or consents, and (ii) does not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, and does not contain any matter that is defamatory.
- The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on Merit Pages’ website infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices should be sent to Merit Pages at: Attn: Merit Pages Notice of Copyright Infringement, Merit Pages, Inc., 915 Broadway, Albany, NY 12207.
THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. Merit Pages DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, CURRENCY, OR TIMELINESS OF THE SERVICES. Merit Pages DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY INCOMPLETENESS, ERRORS, SECURITY, VIRUSES, BUGS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS IN, OR INTERRUPTIONS IN THE OPERATION OF, THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, MERIT PAGES DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES ARE OR WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES, BUGS, PROBLEMS OR OTHER LIMITATIONS OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. MERIT PAGES DISCLAIMS ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION ANY (I) DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, (II) LOST PROFITS OR SAVINGS, (III) BUSINESS INTERRUPTION, (IV) LOSS OF PROGRAMS OR DATA (INCLUDING ANY CONTENT), (V) LOST REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS, (VI) LOSS OF USE, (VII) PERSONAL INJURY, (VIII) FINES, FEES, PENALTIES, OR (VI) ANY OTHER LOSSES OR DAMAGES WHETHER OR NOT Merit Pages IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF MERIT PAGES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- You understand that Merit Pages uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
- The failure of Merit Pages to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, together with any Statement of Work entered into pursuant to this Agreement, constitutes the entire agreement between you and Merit Pages and governs your use of the Services, superseding any prior agreements between you and Merit Pages (including, but not limited to, any prior versions of the Terms of Service). The section headings are provided merely for convenience and shall not be given any legal import. A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Subject to Merit Pages’ ability to amend these Terms of Service, they cannot be changed.
- If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Service and such determination shall not affect the remaining provisions contained herein.
- You may not assign these Terms of Service or any of your rights or obligations under these Terms of Service to a third party. Subject to the foregoing, these Terms of Service shall inure to the benefit of and be binding upon you and Merit Pages and their respective successors (including any successor by reason of merger or amalgamation) and assigns.
- Except where expressly prohibited by statute, you hereby agree to, and shall, defend, indemnify, and hold harmless Merit Pages, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Service or your access, contribution to, use or misuse of the Services. Merit Pages shall provide notice to you of any such claim, suit or proceeding; reasonably cooperate with you in connection with such claim; and you shall have the sole and exclusive authority to defend any such claim or action, provided that such defense or settlement provides for a full and complete release of all claims against Merit Pages and does not admit any liability of Merit Pages or require the payment of money by Merit Pages.
- These Terms of Service are governed by the laws of the United States of America and the State of New York. Except where expressly prohibited by statute, you hereby irrevocably consent to the exclusive jurisdiction and venue of the federal courts sitting in Albany County, New York, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue of the state courts sitting in Albany County, New York in all disputes arising out of or relating to the Service. These laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. The Services are intended for use only in jurisdictions where they may lawfully be offered for use.
- Merit Pages’ performance of these Terms of Service is subject to existing laws and legal process, and nothing contained in these Terms of Service is in derogation of Merit Pages’ right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Merit Pages with respect to such use.
- Notwithstanding anything else in these Terms of Service, no default, delay or failure to perform on the part of Merit Pages shall be considered a breach of these Terms of Service if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Merit Pages.
- All notices given by you or required under these Terms of Service shall be in writing and addressed to: 915 Broadway, Albany, NY 12207, Attn: General Counsel. Merit Pages may give notice to you by means of a general notice on the Merit Pages website, electronic mail to your e-mail address on record in Merit Pages’ Account information, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record in Merit Pages’ Account information.