Welcome and thank you for your interest in Merit Systems Inc. ("Merit," "we" or "us"). This Terms of Use Agreement ("Terms of Use"), together with any applicable Supplemental Terms (as defined in Section 1.5), (collectively, with the Terms of Use, the "Agreement") describes the terms and conditions that apply to your use of this website and any related websites or subdomains that link to these Terms of Use and are operated by Merit (collectively, the "Website"). The Agreement governs the use of the Website and the services available therein (each including the Website, the "Services") and applies to all users visiting the Website or using any Services (each, a "User").
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES IN ANY WAY, INCLUDING BY CLICKING ON ANY "I ACCEPT" BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MERIT; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS. ALL REFERENCES TO "YOU" OR "YOUR" IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE BE AWARE THAT SECTION 1.6 (COMMUNICATIONS WITH MERIT) OF THIS AGREEMENT, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND TEXT NOTIFICATION.
SECTION 18 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND MERIT. AMONG OTHER THINGS, SECTION 18 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 18 ALSO CONTAINS A CLASS ACTION AND TRIAL WAIVER. PLEASE READ SECTION 18 CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 18: (1) YOU WILL NOT BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
You should print a copy of these terms or save them to your computer for future reference.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY MERIT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Merit will make a new copy of the Terms of Use and/or Supplemental Terms, as applicable, available on the Website. We will also provide notice by you of such changes, such as by updating the "Last Updated" date at the top of this Agreement and/or sending an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Unless otherwise stated in such notice, any changes to this Agreement will be effective immediately for new Users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users. Users who have provided Merit with an e-mail address and have an Account with us prior to the earlier of thirty (30) days after posting notice of such changes on the Website or receiving such notice by e-mail will be bound by such changes thirty (30) days after posting or receiving such notice, unless Merit receives written notice from such User within such thirty (30) day period that such User does not agree to be bound by the changes to the Agreement, in which case such User's Account will be closed and this Agreement will terminate with respect to such User when all amounts owed by either party to the other have been paid.
The Services and the information and content available on the Services are protected by copyright laws throughout the world. Unless otherwise specified by Merit in a separate license, your right to access and use any and all of the Services is subject to this Agreement.
The Services provide a unique platform designed to collect and rank pull requests ("Pull Requests") that code contributors ("Contributors") have made to their code repositories ("Repositories"). The Services enable certain Users ("Sponsors") interested in incentivizing or rewarding Contributors to allocate payments ("Contributor Rewards") to Contributors based on a ranking of such Contributors' Pull Requests to the applicable Repositories. Contributor Rewards can be distributed among such Contributors who have an Account on the Services in accordance with metrics to be determined by such Sponsors using certain features of the Services ("Ranking Functions") and subject to this Agreement.
Each Sponsor shall have an Account (as defined below), and each Account may have multiple authorized administrative users ("Admin Users"), each of whom shall have its own Account. Sponsors can designate one or more Admin Users (as defined below), to manage such Sponsor's access to and use of the Services. Admin Users may have certain administrative capacities, as designated by each Sponsor through the Services, including, without limitation, the ability to use Ranking Functions and allocate and pay Contributor Rewards. Each Sponsor acknowledges and agrees that it is directly responsible for the actions and omissions of its Admin Users, whether or not such actions or omissions have been directed or authorized by such Sponsor.
The Ranking Functions construct attribution information for Pull Requests and enable Sponsors to evaluate the importance of each Pull Request to the applicable Repository, and rank Contributors based on the ranking of their respective Pull Requests. The Ranking Functions are algorithmically based but rely on input from Sponsors and their Admin Users, who are solely responsible for ensuring such input is accurate and complete. Merit has no control over any Sponsor's use of the Ranking Functions, and all Registered Users acknowledge and agree that Merit shall have no liability to such Users or any third party in any form or relating to the ranking of any Contributors or Pull Requests, including any actual or perceived inaccuracies in same.
Sponsors are solely responsible for determining the amount and allocation of any Contributor Rewards payable to or in connection with any Contributors. Merit is not responsible for ensuring any disputes between any Users are resolved, or able to determine, direct, set, the allocation of Contributor Rewards to each individual Contributor, and such determination is made solely by the Sponsor. Merit is not a party to any transaction on the Services. YOU ACKNOWLEDGE AND AGREE THAT MERIT IS NOT RESPONSIBLE FOR ANY ACTIONS OR OMISSIONS TAKEN BY ANY SPONSOR OR CONTRIBUTOR.
Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.
You acknowledge and agree that the Services and Content made available by Merit on the Services are for informational purposes only, and should not be construed as providing any legal, tax, financial, or investment advice. You are solely responsible for ensuring your use of the Services complies with applicable law.
In order to access certain features of the Services, you may be required to become a Registered User. For purposes of this Agreement, a "Registered User" is a User who has registered an account on the Website ("Account") and, as applicable, has connected a valid GitHub account to such Account as permitted by the Services (each such account, a "Third-Party Account").
You agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form or otherwise upon registration for use of the Services (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you represent that you are at least eighteen (18) years old and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction.
Certain Services require you to link your Account with a Third-Party Account (such as a GitHub account) by allowing Merit to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Merit and/or grant Merit access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Merit to pay any fees or making Merit subject to any usage limitations imposed by such third-party service providers (as defined in Section 17). By granting Merit access to any Third-Party Account, you understand that Merit may access, make available (defined below), and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials that you have provided to and stored in your Third-Party Account ("Repository Content") so that it is available on and through the Services via your Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. If a Third-Party Account or associated service becomes unavailable, or Merit's access to such Third-Party Account is terminated by the Third-Party Services, then Repository Content will no longer be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICES ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICES, AND MERIT DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BECOME AVAILABLE TO MERIT IN CONNECTION WITH THE SERVICES.
You represent and warrant that (i) any Repository that you use in connection with the Services is owned or controlled by you and (ii) you are eligible to use the Services and issue or distribute Contributor Rewards under all applicable laws, including the laws of the United States and of your jurisdiction.
Sponsor authorizes Merit to obtain information about Sponsor's business entity from any source, including but not limited to Payment Service Providers (defined below) or applicable tax authorities. Merit reserves the right to terminate this Agreement immediately with or without notice or liability to Sponsor if Merit is unable to verify Sponsor's satisfactory financial standing, or for any other lawful business reason (including, without limitation, reasons that are confidential to Merit or which Merit may not legally disclose).
Sponsor acknowledges and agrees that Merit has no obligation to Sponsor to independently verify the Registration Data or other data or information with respect to any Contributor, and that Sponsor is solely responsible for ensuring that Contributor Rewards paid by Sponsor to any Contributor comply with applicable law, rule, and regulation.
You understand and agree that you are solely responsible for any determinations of work authorization and/or employment classification with respect to any Contributors, and you release Merit from any liability arising therefrom.
Sponsor will promptly notify Merit of any third party notices (including without limitation, any notices from any tax or government agencies) received by Sponsor that could affect Merit's ability to provide the Services or increase the likelihood that any case, complaint, or claim is brought against Merit or Sponsor with respect to the Services.
You represent and warrant that (i) any Third-Party Account that you use in connection with the Services is owned or controlled by you; (ii) any Pull Requests attributable to you were created and submitted by you; (iii) you are eligible to use the Services and receive Contributor Rewards under all applicable laws, including the laws of the United States and of your jurisdiction; and (iv) no Pull Request or other User Content submitted by you infringes or violates the intellectual property or other proprietary rights of any third party.
You agree to promptly provide all information requested by Merit or any Sponsor with respect to any Contributor Rewards, including without limitation Form W-9, as applicable.
You understand and agree that Sponsor is solely responsible for your work authorization and/or employment classification, and you release Merit from any liability arising therefrom.
You acknowledge that all Content (as defined below), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Merit, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through the Services, including Repository Content ("Your Content"), and that you and other Registered Users of the Services, and not Merit, are similarly responsible for all Content that you and they Make Available through the Services ("User Content").
Unless and solely to the extent expressly agreed to by Merit in writing elsewhere, Merit has no obligation to store any of Your Content that you Make Available on the Services. Merit has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to a more permissive setting. You agree that Merit retains the right to create reasonable limits on Merit's use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Merit in its sole discretion. We encourage you to make back-up copies of or otherwise store any of Your Content or other data.
Except with respect to Your Content and User Content, you agree that Merit and its suppliers own all rights, title and interest in the Services, including but not limited to visual interfaces, graphics, design, compilation, information, computer code, themes, objects, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and software (collectively, "Content") made available thereby or therethrough. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
"Merit Systems" and all related stylizations, graphics, logos, service marks and trade names used on or in connection with the Services or in connection with the Services are the trademarks of Merit and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
Merit does not claim ownership of Your Content. However, when you as a Registered User post, publish or transmit Your Content on, in, or through the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform, and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property that may exist in Your Content.
Subject to any applicable account settings that you select, you grant Merit a fully paid, royalty-free, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services as contemplated herein. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any "public" area of the Services. You warrant that the holder of any worldwide intellectual property rights, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Merit, are responsible for all of Your Content that you Make Available on or in the Services. You represent and warrant that you have complied with all laws applicable to Your Content, including without limitation any laws that require you to obtain the consent of one or more third parties in order to upload such Content to or make such content available through Merit, and that Your Content and use thereof in connection with the Services does not violate the rights of any third parties. Any Content posted by you may not contain violent, sexually explicit, or offensive subject matter as determined by Merit in its sole discretion.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Services, you hereby expressly permit Merit to identify you by your name and/or email address provided in your Registration Data and any other publicly available Repository Content as the contributor of Your Content in connection with your use of the Services.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Merit through its suggestion, feedback, forum, or similar pages ("Feedback") is at your own risk and that Merit has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.
As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or applicable law. You shall not (and shall not permit any third party) to:
(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services;
(b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form);
(c) use any metatags or other "hidden text" using Merit's name or trademarks;
(d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
(e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
(f) remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
(g) access or use the Services in any way that could or is intended to damage or impair the operation of the Services;
(h) post, upload, or distribute any Content on or through the Services that:
(i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
(ii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;
(iii) involves commercial activities such as contests, sweepstakes, barter, advertising, or pyramid schemes without Merit's prior written consent;
(iv) impersonates any person or entity, including any employee or representative of Merit;
(v) interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement.
Without limiting the foregoing, except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this Section. Any future release, update or other addition to the Services shall be subject to this Agreement. Merit, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Services terminates the licenses granted by Merit to you pursuant to this Agreement.
Merit may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Content, including Your Content and User Content, at any time. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring.
You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact through the Services; provided, however, that Merit reserves the right, but has no obligation, to intercede in such disputes. You agree that Merit will not be responsible for any liability incurred as the result of such interactions.
The Services may contain User Content provided by other Registered Users. Merit is not responsible for and does not control User Content. Merit does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Registered Users at your own risk.
Merit is not a party to any transaction initiated or facilitated through the Services. Such transactions are solely between Users. In the event of any dispute between Users, we reserve the right, but have no obligation, to intercede. While we may, in our sole discretion, help facilitate resolution of disputes through various programs, we have no obligation to do so. We cannot control or guarantee the ability of Users to complete transactions, or that any transaction can be completed. Merit makes no representations about the suitability, reliability, timeliness, or accuracy in public, private, or offline interactions. When interacting with other Users, you should exercise caution and common sense, just as you would when interacting offline with other persons whom you do not know. NEITHER MERIT NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. MERIT AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES.
PLEASE READ CAREFULLY THIS IMPORTANT INFORMATION ABOUT PROCEDURES FOR TRANSACTING ON THE SERVICES BEFORE USING ANY PAYMENT FEATURES.
To help fight the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person who has an account which enables the ability to engage in financial transactions on the Services.
When you engage in transactions on the Services, including but not using the Services to allocate, or receive Contributor Rewards, we and/or our Payment Service Provider(s) (as defined below) may ask you to provide additional information or copies of identifying documents that will allow us, the applicable Sponsor and/or our Payment Service Provider to identify you.
We reserve the right to require you to provide such additional information and documents. Failure to provide such information upon request, as well as any other violation of this Agreement, may result in your removal from the Services.
Merit does not currently charge a fee for Registered User-level access to the Services. However, it reserves the right to charge such fees in the future. You agree to pay all fees or charges incurred by you in connection with the Services accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, in which case you must provide Merit with a valid credit card (Visa, MasterCard, or any other issuer accepted by us), PayPal account, digital wallet, or other account with a payment provider ("Payment Method"), or purchase order information, as a condition to signing up for any paid Services. Your Payment Method agreement governs your use of the designated credit card, PayPal account, or other payment account and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Merit with your Payment Method account and associated payment information, you agree that Merit is authorized to immediately invoice you for all fees and charges due and payable to Merit hereunder and that no additional notice or consent is required. You agree to immediately notify Merit of any change in your billing address or the Payment Method account used for payment hereunder. Merit reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you. You agree to make all payments of fees to Merit free and clear of, and without reduction for, any withholding taxes. Any taxes imposed on payments of fees to Merit will be your sole responsibility, and you will provide Merit with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
If Merit determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Merit shall collect such Sales Tax in addition to any payments required under this Agreement. If any Services, or payments for any Services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Merit, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Merit for any liability or expense Merit may incur in connection with such Sales Taxes. Upon Merit's request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, "Sales Tax" shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Unless otherwise set forth in the Services, Merit uses Stripe, Inc. and its affiliates as its Third-Party Service provider for flat currency payment services (e.g., card acceptance, merchant settlement, and related services) (any payment service provider, including Stripe, a "Payment Service Provider").
To the maximum extent permitted by applicable law, you agree to indemnify and hold Merit, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Merit Party") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following:
(a) Your Content;
(b) your use of, or inability to use, the Services;
(c) your violation of this Agreement;
(d) your violation of any rights of another party, including any Registered Users;
(e) your violation of any applicable laws, rules or regulations;
(f) any acts or omissions by any Admin User associated with your Account.
Merit reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Merit in asserting any available defenses.
This provision does not require you to indemnify any of the Merit Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement or your access to the Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERIT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE AND/OR SERVICES.
MERIT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT:
(a) THE SERVICES WILL MEET YOUR REQUIREMENTS;
(b) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
(c) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE;
(d) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT;
(e) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. MERIT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MERIT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FROM TIME TO TIME, MERIT MAY OFFER BETA SERVICES. SUCH BETA SERVICES ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT MERIT'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH BETA SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT MERIT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MERIT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES, INCLUDING WITHOUT LIMITATION OTHER REGISTERED USERS. YOU UNDERSTAND THAT MERIT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. MERIT MAKES NO WARRANTY REGARDING THE ACCURACY, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.
As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Merit to monitor such materials and that you access these materials at your own risk.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL MERIT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT MERIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, MERIT PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO MERIT BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MERIT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MERIT PARTY'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MERIT PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.
EXCEPT FOR OUR OBLIGATIONS WITH RESPECT TO YOUR PERSONAL DATA AS SET FORTH IN MERIT'S PRIVACY POLICY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERIT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET OUT IN THIS SECTION 13. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MERIT AND YOU.
It is Merit's policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Merit by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on or transmitted through the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
Contact information for Merit's Copyright Agent for notice of claims of copyright infringement is as follows:
Sam Ragsdale (CEO)
Merit Systems
224 West 35th Street, Ste 500 #2218
New York, NY 10001
Email: [email protected]
This Agreement commences on the earlier of: (a) the date you first used the Services or (b) the date when you otherwise accept this Agreement (as described in the preamble above) and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement.
Merit has the right to, immediately and without notice, suspend or terminate any Services provided to you, at any time, in the event that: (i) you breach any provision of this Agreement; (b) Merit determines that your use of the Services (including without limitation any of Your Content) violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users or the public, or could create liability of Merit; or (c) Merit otherwise determines in its sole discretion not to provide the Services. You agree that all terminations shall be made in Merit's sole discretion, and that Merit shall not be liable to you or any third party for any termination of your Account.
If you want to terminate the Services provided by Merit, you may do so by (a) notifying Merit at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Merit's address set forth below.
Termination of any Services includes removal of access to such Services and barring of further use of the Services. Termination of all Services also includes deletion of your Account and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any of the Services, your right to use such Services will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Merit will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
If your registration(s) with, or ability to access, the Services is discontinued by Merit due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Merit reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country, including the ability to withdraw any funds associated with your Account. These references do not imply that Merit intends to announce such Services or Content in your country. The Services are controlled and offered by Merit from its facilities in the United States of America. Merit makes no representations that the Services are appropriate or available for use in other locations. To the maximum extent permitted by applicable law, those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
The Services may contain links to third-party websites, applications, and/or advertisements ("Third-Party Services"). When you click on a link to a Third-Party Service, we may not warn you that you have left the Services, and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Merit. Merit is not responsible for any Third-Party Services. Merit provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
The communications between you and Merit may take place via electronic means, whether you visit the Services or send Merit e-mails, or whether Merit posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Merit in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Merit provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ("E-Sign").
This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Merit's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Merit shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. If a force majeure event occurs that affects Merit's performance of its obligations under this Agreement, (a) Merit will contact you as soon as reasonably possible to notify you and (b) Merit's obligations under this Agreement will be suspended and the time for Merit's performance of its obligations will be extended for the duration of the force majeure event.
If you have any questions, complaints or claims with respect to the Services, please contact us at [email protected]. We will do our best to address your concerns. If you feel that your concerns have not been adequately addressed, we will work with you to resolve the investigation.
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Merit agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York, NY.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
Where Merit requires that you provide an e-mail address, you are responsible for providing Merit with your most current e-mail address, and for keeping such e-mail address current by updating your Account. In the event that the last e-mail address you provided to Merit is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Merit's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Merit at the following address: 224 West 35th Street, Ste 500 #2218, New York, NY 10001. Such notice shall be deemed given when received by Merit by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
The following provisions shall apply only if you are located in the countries listed below:
A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
Notwithstanding anything to the contrary in Section 13 (Limitation of Liability), Merit shall not be liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any material contractual obligations (vertragswesentliche Pflichten).
Merit Systems