ACCEPTANCE OF TERMS
Last updated: February 25, 2018
You are responsible for regularly reviewing the Terms of Service, as the Terms of Service may be modified at any time. All such modifications will be effective immediately upon posting. If You are dissatisfied with any modification to the Terms of Service, Your only remedy is to terminate Your use of the Sites and/or the Services, as described in Section 43 (Termination and Survivability) of these Terms of Service. Your continued use of the Sites and/or the Services after a change or update has been made to the Terms of Service constitutes Your acceptance of such change or update.
We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your Merit account by sending a request to firstname.lastname@example.org. If we terminate your access to the Service or you use the form detailed above to deactivate your account, your photos, comments, likes, friendships, and all other data will no longer be accessible through your account (e.g., users will not be able to navigate to your username and view your photos), but those materials and data may persist and appear within the Service (e.g., if your Content has been reshared by others).
We reserve the right to refuse access to the Service to anyone for any reason at any time.
You agree, in the sole discretion of Company, that Your user name will not: (i) substantially infringe the legal rights of others, including, but not limited to, by comprising or being substantially similar to a trademark or service mark; (ii) be offensive, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (iii) in any way infringe these Terms of Service; (iv) be otherwise inappropriate, regardless of Company’s ability to disallow such user names; or (v) be a name that is associated with another person, including but not limited to a celebrity or other well-known person or a Company representative.We reserve the right to force forfeiture of any username for any reason.
YOU MUST BE AT LEAST 13 YEARS OF AGE TO USE THE SERVICE. By using the Service, You represent and warrant that (a) You are 13 years of age or older; (b) all registration information You submit to Company is truthful and accurate; (c) You will maintain the accuracy of such information; and (d) Your use of the Service does not violate any applicable law or regulation.
COMPANY RESERVES THE RIGHT TO TERMINATE OR SUSPEND YOUR ACCOUNT AND/OR ACCESS TO THE SITES AND/OR THE SERVICES AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE TO YOU. COMPANY ALSO RESERVES THE RIGHT TO CHANGE OR DISCONTINUE ANY SERVICE OR FEATURE PROVIDED BY COMPANY, INCLUDING, WITHOUT LIMITATION, THE SITES AND THE SERVICES, AT ANY TIME AND WITHOUT NOTICE. YOU AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY SUCH TERMINATION, SUSPENSION, CHANGE OR DISCONTINUANCE.
You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that Merit is not responsible or liable for the conduct of any user. Merit reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.
You agree that you are responsible for all data charges you incur through use of the Service.
You agree that you will not rely on the Services for the purposes of User Content backup or storage. You are strongly encouraged to maintain your own backup of your User Content. Please note that by deleting a Merit, you will also delete all of the written, audio and video content and commentary associated with that Merit.
We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with Merit’s express consent).
You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Services.
You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Merit prohibits the creation of and you agree that you will not create an account for anyone other than yourself.
You also represent that all information you provide or provided to Merit upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
You agree that you will not solicit, collect or use the login credentials of other Merit users.
You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content (defined below), including but not limited to, copyright laws.
You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, “Content”) that you submit, post or display on or via the Service. Please choose carefully the Content that you make available on, through or in connection with the Services. Company does not control any Content other than Company Content, and as such you may be exposed to offensive, indecent, inaccurate or otherwise objectionable Content by accessing or using the Site. Company is not responsible or liable for any Content or the conduct of any Site user. If you become aware of any misuse of the Site, please report such misuse immediately to Company at email@example.com.
You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or Merit.
You must not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a “spam”) to any Merit users.
You must not use domain names or web URLs in your username without prior written consent from Merit.
You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Merit page is rendered or displayed in a user’s browser or device.
You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
The Service contains content owned or licensed by Merit (“Merit Content”). Merit Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Merit, Merit owns and retains all rights in the Merit Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Merit Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Merit Content.
The MeritApp name and logo are trademarks of Merit, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Merit. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Merit, and may not be copied, imitated or used, in whole or in part, without prior written permission from Merit.
Although it is Merit’s intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Merit reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by Merit, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Merit encourages you to maintain your own backup of your Content. In other words, Merit is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. Merit will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
It is Merit’s policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Merit does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that Merit is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.
You acknowledge that from time to time Merit may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, Merit shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”). You acknowledge that the Services interoperate with several Supported Platforms, and that the Services provided are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make their programs available to Merit on reasonable terms, Merit may cease to provide such features to you without entitling you to refund, credit, or other compensation.
We respect other people’s rights, and expect you to do the same.
If you repeatedly infringe other people’s intellectual property rights, we will disable your account when appropriate.
From time to time, we may offer you the opportunity to install, use and test (the “Beta Testing”) certain of our Services prior to their commercial release (the “Beta Services”). Beta Services are intended for evaluation purposes and not for production use and are subject to following additional terms:
We grant you a limited right to use the Beta Services for Beta Testing purposes during the applicable testing period.
You agree to provide suggestions, comments, or other feedback with respect to the Beta Services as reasonably requested, including ideas for modifications and enhancements (the “Beta Feedback”). You hereby assign to us all right, title and interest in and to the Beta Feedback. All Beta Services and your Beta Feedback are Merit’s Confidential Information, and Merit may use your Beta Feedback in advertising and promotional materials with your prior consent (not to be unreasonably withheld).
We reserve the right to modify the Beta Services or terminate your participation in the Beta Testing for any reason, without liability to you. We will use commercially reasonable efforts to provide you with reasonable advance notice of such termination.
You acknowledge that the Beta Services are not at the level of performance or compatibility of a final, generally available product offering, and may be substantially modified prior to commercial availability, or withdrawn. We are under no obligation to provide technical support with regards to the Beta Services, and we provide no assurance that any specific errors or performance issues in the Beta Services will be corrected.
The Beta Services are provided on an “as is” and “as available” basis without any warranties or conditions of any kind, whether express, implied, statutory or otherwise. Use of the Beta Services is at your sole risk. In no event will we be liable to you for any damage whatsoever arising out of the use of or inability to use the Beta Services.
TERMINATION AND SURVIVABILITY
These Terms of Service are effective until terminated. Company may terminate these Terms of Service with or without notice to you by terminating your Account. You may terminate these Terms of Service and Your Account by sending an email stating your intention to terminate these Terms of Service to Merit App Inc at: firstname.lastname@example.org, Attn: Privacy Department with the subject line “Account Termination”.
Such termination will not be effective until acknowledged by Merit App Inc. but not more than twenty (20) business days after sending such termination email. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING, WITHOUT LIMITATION, MERIT CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER MERIT NOR ITS PARENT COMPANY NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “MERIT PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE MERIT CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO MERIT OR VIA THE SERVICE. IN ADDITION, THE MERIT PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
THE MERIT PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.LIMITATION OF LIABILITY; WAIVER
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MERIT’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE FEEDS PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. MERIT DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MERIT, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL MERIT BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF MERIT WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF MERIT FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF MERIT, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF MERIT; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
TIME LIMITATION ON CLAIMS
You agree that any claim you may have arising out of or related to your relationship with Merit must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
GOVERNING LAW & VENUE
This Agreement and your relationship with Merit shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the province of British Columbia, Canada and shall be considered to have been made and accepted in British Columbia, Canada, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of British Columbia in Vancouver. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
EXPORT COMPLIANCE AND USE RESTRICTIONS
You shall not use or access the Services if you are located in any jurisdiction in which the provision of the Services is prohibited under Canadian, U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and you shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) you are not named on any Canadian or U.S. government list of persons or entities prohibited from transaction with any Canadian or U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you shall not allow Authorized Users to access or use the Services in violation of any Canadian, U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) you shall comply with all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to Canada and the United States.
For purposes of service messages and notices about the Services, we may place a banner notice across our pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you through your Merit account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Merit account or services associated with us. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to Merit via email with a duplicate copy sent via registered mail to Merit App, Inc., 810 Quayside Dr, Unit 205, New Westminster, British Columbia,; Attention: Legal Affairs. The email address provided may be updated as part of any update to these Terms of Service.
Date of Last Revision: February 25, 2018