Mercating LLC ("we," "us," "our," or "Mercating"), an entity incorporated under the laws of the State of California, owns and operates the mercating.com website (“Website”) and Services.
The terms of services and policies available on the Website (collectively, the "Terms") constitute a legally binding agreement made between you, whether you personally or on behalf of an entity ("You", or "Your") and Mercating (collectively, the “Parties”), concerning Your access or use to our Website or services, as well as any other media form, media channel, mobile website, mobile application or documentation related, linked or otherwise connected thereto (Collectively, the “Services”)
Your use of the Services constitutes Your acceptance of these Terms. If You disagree, You may not access the Services in any way. We reserve the right to modify these Terms and Website and limit, suspend, refuse, or terminate the Services at any time and for any reason without notice or liability to You.
The following definitions apply to these Terms:
- Terms mean the present terms and conditions, project proposal, agreement, or any other standards set out in this document or Website.
- Order means the order confirmation, purchase order or agreed contract.
- Deliverables mean the products specified on the order to be delivered to You.
- Final deliverables mean the last versions of Deliverables You approved and delivered to You.
- Content means all materials, writing, copywriting, links, images, or other creative content you submit to Mercating.
- Price means the price, together with postage and packing in force at the date and time of the order, subject to any tax, promotional offer, or discount then applicable.
- Business day means a day (other than a Saturday, Sunday, or public holiday) when banks are open for business.
- Work tools mean all the tools acquired, developed, and/or used by Mercating in performing the Services, including third-parties or pre-existing and newly developed software such as source code, web authoring tools, type fonts, and application tools, together with any other software or other inventions whether patentable, and general non-copyrightable material such as sketches, wireframes, web design and graphic design concepts, architecture, navigational and functional elements.
- Writing means email or messaging bearing the names of the sender and the recipient and writing on the screen of a visual display unit or other similar devices.
The Services are available only for individuals aged 16 years or older. If You are age 16 or older but under the age of 18, or the legal age of majority where You reside if that jurisdiction has an older age of majority, then You agree to review these Terms with Your parent or guardian to make sure that both You and Your parent or guardian understand and agree to these Terms. You agree to have Your parent or guardian review and accept these Terms of Service on Your behalf. If You are a parent or guardian agreeing to these Terms of Service for the benefit of a child over the age of 16, then You agree to and accept full responsibility for that child’s use of the Services, including all financial charges and legal liability that he or she may incur. We may, in our sole discretion, refuse to offer the Services to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Services is revoked where these Terms or use of the Services are prohibited or to the extent offering, sale, or provision of the Service conflicts with any applicable law, rule, or regulation.
If You are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates, and all users who access the Services through Your account to these Terms, in which case the Terms “You” or “Your” will refer to such entity, its affiliates, and users associated with it. If You do not have such authority, or if You do not agree with these Terms, You must neither accept these Terms nor use the Services. You further agree that You assume all responsibility and liability in connection with Your use of the Services on behalf of such a company or other legal entity, and You will be solely responsible for all disputes, if any, that arise due to Your use of the Service on behalf of such a company or other legal entity.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
We do most communications electronically. You agree to assign a primary contact when You order the Services and maintain Mercating updated with their relevant contact information. You accept to be the primary contact to exchange any communications if You do not assign someone else within thirty (30) days from the date of Order.
You consent to receive electronic communications from Mercating and agree that all agreements, notices, disclosures, and other communications exchanged via email, or the Website satisfy any legal requirement that such communication is in writing.
You hereby agree to the use of electronic signatures, contracts, orders, and electronic delivery of notices, policies, and records of transactions initiated or completed by Mercating through the Website or Services.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature, delivery or retention of non-electronic records or payments or the granting of credits by any means other than electronic.
PASSWORDS AND PRIVATE ACCESS
Mercating may grant You, or to the primary contact, private access to our Work Tools to perform the Services. This access may require a share link, or a unique user identification and password that we will provide only to you. You are responsible for maintaining the confidentiality of all share links, access codes and passwords and for ensuring that only You, or users You authorize, use each share link, access code and password, regardless of whether such sensitive information is transmitted through the Website, email, instant messaging, mobile application, or any other channel used and agreed by the Parties.
You agree to notify Mercating immediately if You believe Your user identification, password or other identifying information has been lost, stolen, or otherwise compromised. You also acknowledge and agree that You are solely responsible for all damages or claims that may arise from any access to or use of the Services or Website by any person to whom You have provided Your user identification, password or other identifying information, or by any person who has obtained such information from You, including, but not limited to, any access to or use of the Website that may occur after You have notified us that Your user identification, password or other identifying information has been lost, stolen or otherwise compromised.
We reserve the right to charge You a $10 recovery fee for each share link, user ID or password that has been lost, stolen, or otherwise compromised based on tort (including negligence) or poor management.
USER CONTENT AND PROHIBITED USES
You agree to abide by all rules and regulations on online decency and appropriate and acceptable Content. You are solely responsible for all the information, including but not limited to blog posts, links, text, graphics, images, data, and text messages (collectively "Content") You submit to Mercating, acquire, or use from the Services.
Mercating prohibits You from accessing the Services:
- for any unlawful purpose;
- to submit false or misleading Content;
- to solicit others to perform or participate in any illegal acts;
- to modify, translate, adapt, or otherwise create derivative works or improvements, whether patentable or not, of the Services.
- to reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Website any part thereof.
- to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;
- to remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services or Website, including any copy thereof;
- to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
- to remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Services or Website;
- to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate others based on their gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
- to transmit or upload content that harms, threatens, harasses, abuses or intimidates another person in any way or involves images or content that depicts, promotes, encourages, indicates, advocates or tends to incite the commission of a crime or other unlawful activities;
- to share links for self-promotion;
- to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Mercating, the Website, third-party websites, or the internet;
- to harvest, collect, or track the personal information of others from the Services or Website;
- to spam, phish, pharm, pretext, spider, crawl, or scrape;
- to transmit unsolicited emails to the Website or to anyone whose email address included the domain name under on the Website;
- to rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services or Website or any features or functionality of the Services or Website, to any third party for any reason;
- to transmit any advertisements, solicitations, schemes, spam, flooding, or other unsolicited Email, unsolicited commercial communications;
- to interfere with or circumvent Mercating online security features or its third-parties related sites;
- to interfere with or attempt to gain unauthorized access to our network services;
- to suggest an express or implied affiliation with Mercating or broker relationship with Mercating (without the express written permission of Mercating);
- to impair or limit Mercating or any other person’s ability to operate or use the Services or Website;
- to unlawfully impersonate or otherwise misrepresent Your affiliation with any person or entity;
- to transmit or upload pornographic, violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images;
- to interfere with or induce a breach of the contractual relationships between Mercating and its employees;
- to dilute or depreciate the name and reputation of Mercating or any of its affiliates;
- to transmit or upload any content or images that infringes any third party’s intellectual property rights or infringes any third party’s right of privacy;
- to unlawfully transmits or uploads any confidential, proprietary or trade secret information.
- to transmit any material that threatens to kidnap or injure, or threatens to damage the reputation of anyone or harm their personal property, threatens to accuse anyone of a crime, threatens to announce that a person has violated a law/s of Mexico, USA, or any countries, or threatens blackmail, encourages or suggests forcible resistance to any law of Mexico and United States of America, insurrection, or treason; includes fraudulent, libelous or hurtful remarks directed at any other person or business.
Mercating will remove or refuse any Content that violates these Terms or may otherwise be considered unlawful or objectionable. In addition, You agree that the Content obtained by Mercating may be maintained and disclosed if Mercating is required to do so by law, or if Mercating believes, in good faith, that it is necessary to disclose such Content to comply with any legal proceeding or processes; uphold or enforce the terms of services; respond to any claims that the Content is or may be in violation of the rights of another party; that the Content may be objectionable or offensive; or that the Content is necessary to protect the rights or property of the public or Mercating in any way.
PROMOTION AND ACCREDITATION
Mercating retains the right to reproduce, publish, share, or display the final deliverables on the Website, portfolio, social media accounts, and other digital media or exhibits for recognition of creative excellence or professional advancement, and to be credited with authorship of the final deliverables in connection with such uses unless otherwise agreed upon.
You have the right to issue a Non-disclosure Agreement to Mercating, which in turn would void the right of Mercating to share or discuss Your work publicly. We will not display or promote any final deliverables, printed or designed work, with legitimate ™ or ® on it unless you give us Your written consent. Mercating will never use Your material to sell or redistribute in any way except for self-promotion.
You have the right to request us via email to remove, not display or promote any material You ordered from Mercating. If You order a website, Mercating will be entitled to place the accreditation "Site by Mercating" or the Mercating logo linked to our site on each page footer and mobile menu footer of the final deliverables. You agree to purchase full license rights if You need to remove such accreditation.
RELIANCE ON INFORMATION
The Website and the Services are provided on an as-is, as-available basis. You agree to use them at Your own sole risk and not rely upon or use the Services, Website or Work tools (including third-party tools provided or suggested by Mercating) as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information.
All information presented through the Website and Services, including product samples, design concepts, services descriptions, images, illustrations, blog posts, advertising, and any other Content related to the Website and Services are for general information purposes only. You agree that the sole purpose of this information is to give You an approximate idea of the Services described in them and those will not form part of the contract or have any contractual force.
Mercating does not warrant the timeliness, accuracy, completeness, or usefulness of this information. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.
The Website and Services include content provided by third parties or linked to third-party websites, including Google Analytics and materials provided by end users. We are not responsible or liable to You or any third party for the content or accuracy of any materials provided by any third parties.
In no event Mercating will be liable for any decision made or action taken in reliance upon the information provided, including information provided by other users, through this Website or the Services.
INTELLECTUAL PROPERTY AND RESERVATION OF RIGHTS
Mercating retains all right to edit, copy, publish, distribute, translate, and otherwise use in any medium, at any time and without restriction, all submissions such as contest entries, blog posts, articles, creative ideas, suggestions, proposals, plans, reviews, or other materials (collectively, "Comments") You share through the Website, Services, or third-party services. Mercating will be under no obligation to 1) maintain any Comments in confidence, 2) pay compensation for any Comments and 3) respond to any Comments. Mercating may, but has no obligation to monitor, edit or remove Comments that violates other’s intellectual property or does not comply with these Terms.
You hereby acknowledge and agree that Mercating will own all right, title, and interest in and to any enhancement requests, recommendations, or other feedback from You relating to the Website or Services, including in response to any surveys (“Feedback”). Should any right or interest inure to you, you hereby agree to irrevocably assign, and hereby do irrevocably assign all right title and interest in any such Feedback to Mercating.
You acknowledge and agree that: a) the Website and Services are provided under license, and not sold, to You; and b) You do not acquire any ownership interest in the Website or Services under these Terms, or any other rights thereto other than the right to use the Services in accordance with the license granted and access the Website, which are in each case subject to all terms, conditions and restrictions, under this Agreement. Mercating, its licensors and service providers reserve and will retain their entire right, title, and interest in and to the Website and Services, including all text, graphics, logos, audio clips, software server information, copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as otherwise expressly granted to You in these Terms.
Copyright laws also pertain to the Content You submit to Mercating. It is strictly prohibited to use unlicensed or misused material from books, magazines, newspapers, photographs, web content, writers, artists, composers, publishers, and other authors. Mercating will not assume the responsibility of checking the Content You submit for copyright violations. Therefore, we will not be held accountable for any illegal use of copyrighted material You submit or provide to Mercating through the Website or Services.
Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Website or any information displayed on the Website, through the use of framing or otherwise, except (a) as expressly permitted by these Terms; or (b) with the prior written permission of Mercating, or the prior written permission from such third party that may own the trademark or copyright of information displayed on the Website.
The Website, its trademark, and associated logos may not, in part or whole, be copied, imitated, reproduced, modified, transmitted, translated, distributed, adapted, or disassembled in any fashion without expressed written permission of Mercating.
The Mercating logo and name indicated on the Website are registered trademarks in Mexico with the reg. Number 1439361, and in the United States of America with the US Reg. No. 6559798. The Mercating logo, name, and the slogan - Scale Further - together with other marks are the subjects of applications for trademarks or registered trademarks of Mercating in the European Union or other jurisdictions.
Mercating and its licensors maintain all the rights in and to the graphics, logos, page headers, button icons, scripts, and service names are the trademarks or trade dress of the Website. Mercating trademarks and trade dress may not be used in connection with any products or services that are not ours, in any manner that is likely to confuse customers, or in any way that disparages or discredits Mercating.
You agree that as an express condition of doing business with Mercating, you will not use the Services to infringe the intellectual property rights of any images, fonts, texts, blog posts, articles, and the like you share with Mercating via email, website, or any other channels.
You will be solely and entirely responsible for any claims or other losses arising out of Mercating actual or alleged infringement of any such rights. In addition (and without limitation), Mercating reserves the right, with or without notice, to terminate forthwith the account of anyone who infringes (or who is alleged to have infringed) the copyrights or other intellectual property rights of any third party and to remove all such infringing (or allegedly infringing) material from the Website.
RIGHTS TO THE FINAL DELIVERABLES
Mercating will grant You a non-exclusive, perpetual, and worldwide license to use and display the final deliverables under these Terms. The rights granted to You are for the use of the final deliverables in their original form only. You may not change, create derivative works, or extract portions of the final deliverables without our consent. Additional use of any final deliverables outside the scope of the license granted above requires additional fees. Mercating will be entitled to further compensation equal to 50% percent of the total original order, work, or project fee unless otherwise agreed in writing by the Parties.
In the event of non-payment, Mercating will be entitled to pursue all remedies under law and equity. Under these Terms, all grants of any license to use or transfer ownership of any intellectual property rights are conditioned on full payment, including all outstanding additional costs, expenses, fees, taxes, or other charges.
RIGHTS TO MATERIALS OTHER THAN FINAL DELIVERABLES
You agree to obtain the corresponding licenses of third-party materials You submit to Mercating. You are further responsible for granting us permission and rights to use such Content and agree to indemnify and hold Mercating from all claims resulting from Your negligence or inability to obtain proper copyright permissions.
Any content You send, share, or submit to Mercating through and for the Services or Website, will be regarded as Your guarantee that such permissions and authorizations have been obtained. Mercating reserves the right to request You the evidence of those permissions or authorizations.
You acknowledge and accept that if You send, share, or submit any Content to Mercating, You grant us a nonexclusive, non-transferable license to use, reproduce, modify, display, and publish Your Content solely in connection with the Services performance and limited promotional uses of the final deliverables as authorized in the present Terms.
Mercating retains all rights in and to all preliminary works. You agree to destroy or return all preliminary work to Mercating within thirty (30) days of completing the Services.
All Work tools and its licenses are and will remain the exclusive property of Mercating. Mercating grants You a nonexclusive and non-transferable license to use the Work tools solely to the extent necessary for the project's final deliverables.
COPYRIGHT COMPLAINTS BY THIRD PARTIES
Mercating respects the intellectual property of others. If You are a third party and believe that Your work has been copied in a way that constitutes copyright infringement, please contact us.
RETURNS AND REFUNDS
Mercating reserves the right to deny refunds based on its own self discretion and without notice or liability to You. Refund requests are assessed on a case-by-case basis. If You request a refund during the first month of use, all materials We produced are ownership of Mercating and are prohibited from being used by You in any way. Mercating reserves the right to take appropriate legal actions against You for breach of this paragraph.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We reserve the right to modify or discontinue parts of the Services at our sole discretion, without notice at any time without being liable to You or any third-party for any modification, price change, suspension, or discontinuance of the Services.
We disclaim all warranties, express or implied, in connection with the Services or Website and Your use thereof, including the implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
We do neither guarantee, represent, or warrant that Your deliverable or use of the Services, or any third-party tools and links suggested or included on the Website or provided with the Services will be uninterrupted, timely, secure, and error-free.
IN NO EVENT WILL MERCATING, NOR ITS DIRECTORS, EMPLOYEES, OFFICERS, PARTNERS, AFFILIATES, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOST OF GOODWILL, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM:
- YOUR USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES.
- THIRD PARTIES' CONDUCT OR CONTENT ON THE SERVICE;
- ANY ACTION OR INVESTIGATION BY LAW ENFORCEMENT;
- ANY ERRORS OR OMISSIONS ON THE WEBSITE OR SERVICES;
- ANY CONTENT OBTAINED FROM THE WEBSITE OR SERVICES;
- ANY INFRINGEMENT OR VIOLATION TO THIRD-PARTY’S COPYRIGHTS OR TRADEMARK RIGHTS;
- UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE;
- ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, A HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY ADVERTISING;
- HACKING, VIRUSES, INTRUDERS, AND OTHER ONLINE AND OFFLINE ISSUES, OR ISSUES WITH HARDWARE, SOFTWARE, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THIRD-PARTY SERVERS, PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN;
- THIRD-PARTIES POLICIES OR PRACTICES;
- ANY MATERIAL, BLOG POST, OR ARTICLE YOU SUBMITTED AND PUBLISHED ON THE WEBSITE AND;
- COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. THEREFORE, YOU AGREE THAT OUR LIABILITY WILL BE LIMITED TO THE CHARGES PAID FOR THE SERVICES UNDER THIS AGREEMENT IN RESPECT OF WHICH THE BREAK HAS ARISEN.
BY ACCESING THE WEBSITE OR SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF MERCATING’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NEITHER IRREPARABLE NOR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY MERCATING, AND THAT YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY MERCATING.
You agree to indemnify, defend and hold harmless Mercating, and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your breach of these Terms or the documents they incorporate by reference or Your violation of any law or the rights of a third-party. Mercating will promptly notify You in writing of any third-party claim or suit. You agree to fully control the defense and any settlement of such a claim or suit.
Parties agree to designate as "Confidential Information" all material that each party considered as confidential; not to disclose the Confidential Information to third parties and use it as needed to perform these Terms.
Parties acknowledge that the Confidential Information will not include any information that the recipient already knows, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Parties undertake that they will not, at any time during these Terms, disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, including but not limited to information relating to a party's employees, operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers ("confidential information"), except as permitted by the following terms and conditions. Parties may disclose the other party's confidential information: to its employees, officers, agents, consultants, or subcontractors ("representatives") who need to know such information to carry out the party's obligations under these conditions, provided that the disclosing party takes all reasonable steps to ensure that its representatives comply with the confidentiality obligations contained in this clause as though they were a party to these conditions.
The disclosing party will be responsible for its representatives' compliance with the confidentiality obligations set out in this clause; and as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
Each party reserves all rights in its Confidential Information. No rights or obligations regarding a party's confidential information other than those expressly stated in these Terms are granted to the other party or to be implied from these Terms.
No license is hereby granted directly or indirectly under any patent, invention, discovery, copyright, or other intellectual property right held, made, obtained, or licensable by either party now or in the future.
On expiration or termination of this agreement, Parties agree to return or destroy the other party's confidential information at the disclosing party's request. All rights and obligations regarding Confidential Information will survive.
These Terms are effective unless and until terminated by Parties. We may terminate Your use of the Services for violating these Terms. You may terminate these Terms at any time by notifying us that you no longer wish to use the Services or when You cease using the Website.
Upon termination, Your right to use the Services will immediately cease. If You want to terminate Your account, You may discontinue contracting our Services. We may terminate or suspend Your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation, if you breach these Terms.
You will remain liable for all amounts due up to and including the date of termination, and, accordingly, we may deny You access to our Services (or any part thereof). If you terminate on full payment of compensation, we will grant You the rights and title provided by these Terms concerning those final deliverables provided to you as of the date of termination.
The obligations and liabilities of Parties incurred before the termination date will survive the termination of this agreement for all purposes.
Neither party will be liable for any failure or delay in performing its obligations under the contract to the extent that a force majeure event causes such failure or delay. A force majeure event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs, or other industrial disputes (whether involving its workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, the collapse of building structures, fires, floods, storms, earthquakes, lost at sea, pandemic, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
If one or more provisions of these Terms are invalid, illegal, or unenforceable, the remaining provisions of this agreement will be unimpaired, and these Terms will not be void for this reason alone.
Parties agree to negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right or remedy under the contract or law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
DISPUTE AND GOVERNING LAW
Parties agree to attempt to resolve any dispute by negotiation. If Parties are unable to resolve the dispute by negotiation, the contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by and construed under the law of the State of California.
These Terms and any separate agreements whereby we provide You the Services will be governed by and construed under the laws of the State of California, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. The prevailing party will be entitled to recover its attorneys' fees and costs in any dispute resolved by binding arbitration or litigation.
LIMITATION OF TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES OR WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
These Terms, policies, guidelines, and operating rules published by Mercating on the Website or in the present document concerning the Services constitute the entire agreement and understanding between the Parties and govern Your use of the Service, superseding any prior or contemporaneous contracts, representations, understandings, communications, proposals, or agreements, whether oral or written, between Parties (including, but not limited to, any prior versions of these Terms).
Any ambiguities in the interpretation of these Terms will not be construed against the drafting party. You acknowledge that You have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Mercating, which is not set out in the order confirmation or the present Terms.
Headings and numbering used in these Terms are for convenience and reference only. They will not affect the Terms' scope, meaning, intent, or interpretation and will not have any legal effect.
The original English version of these Terms and Website's information may have been translated into other languages. The translated versions are a courtesy and office translation only, and the participants cannot derive any rights from the translated version. In a dispute about the contents or interpretation of these Terms or the event of a conflict, ambiguity, inconsistency, or discrepancy between the English version and any other language version of this agreement, the English language version will apply, prevail, and be conclusive, binding, and used in legal proceedings.
You acknowledge that certain features of the Website and Services, as well other products, and services of Mercating, including those that may be available through the Website and Services, may be subject to additional terms, conditions, and disclaimers (“Additional Terms”). Therefore, You agree that these Terms, prior versions of these Terms, and the Additional Terms constitute the entire agreement between You and Mercating with respect to the Services and use of the Website and supersedes all prior or contemporaneous understandings and agreements, representations, communications, proposals, whether written or oral, with respect to the Website and Services.
Please contact us if you have any questions, comments, or concerns regarding our Terms and policies or experienced technical problems while using the Website.