These Terms of Service ("Terms") govern your access to and use of MerchantWords, including any MerchantWords websites and mobile applications (the "Services"). Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
The Services are used by businesses or individuals for online buyer analytics. MerchantWords is owned and operated by MerchantWords, LLC, a California limited liability corporation.
1. Basic Terms
You are responsible for your use of the Services, You may use the Services only if you can form a binding contract with MerchantWords and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services that MerchantWords provides are always evolving and the form and nature of the Services that MerchantWords provides may change from time to time without prior notice to you. In addition, MerchantWords may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. You agree that MerchantWords will not be liable to you or to any third party for any modification, suspension or discontinuance of the services. You acknowledge that your account will remain active until such time you decide to cancel. During this time we will continue to charge the credit card we have on file. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
To create a MerchantWords account, You are required to provide MerchantWords information regarding Your credit card. You represent and warrant to MerchantWords that such information is true and that You are authorized to use the payment instrument. We reserve the right to change MerchantWords's prices at any time.
MerchantWords has a 15 day grace period after the first time your credit card is charged. If you choose to cancel your subscription during this time you will receive a refund for the first charge to your card. Refunds do not apply to upgrades. Any subsequent refunds are solely at our discretion.
If your subscription to our services is cancelled for any reason, you relinquish the rights to any discounts which may be in effect during the time your subscription was active. If your subscription is reactivated after any lapse (cancellation, inactive credit card, etc.), the new subscription will be charged at the then prevailing rate which may be higher than before.
Unless otherwise expressly authorized by MerchantWords or within the Services, You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services or access to the Services. Unless otherwise expressly agreed by MerchantWords, the Services are for Your personal use. If we determine that you have violated any of the above conditions, you agree that we may take the appropriate actions to limit your access to our services.
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree to (a) immediately notify MerchantWords of any unauthorized use of Your password or account or any other breach of security. MerchantWords cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
IF YOU ARE UNDER 18 YEARS OF AGE, YOU ARE NOT AUTHORIZED TO USE THE SERVICES WITHOUT WRITTEN PERMISSION FROM A PARENT OR GUARDIAN.
IF YOU ARE UNDER 13 YEARS OF AGE, YOU ARE NOT AUTHORIZED TO USE THE SERVICES UNDER ANY CIRCUMSTANCES.
4. Your License to Use the Services
MerchantWords gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by MerchantWords as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by MerchantWords, in the manner permitted by these Terms.
5. MerchantWords Rights
All right, title, and interest in and to the Services are and will remain the exclusive property of MerchantWords and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. MerchantWords reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding MerchantWords, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
6. Restrictions on Use of the Services
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, MerchantWords's computer systems, or the technical delivery systems of MerchantWords's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by MerchantWords (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with MerchantWords; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
7. Copyright Policy
MerchantWords respects the intellectual property of others, and We ask Our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, You should notify MerchantWords of Your infringement claim in accordance with the procedure set forth below.
MerchantWords will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to MerchantWords's Copyright Agent at [email protected] (Subject line: "DMCA Takedown Request"). You may also contact Us by mail at:
421 Thrift Road
Malibu, CA 90265
To be effective, the notification must be in writing and contain the following information:
In accordance with the DMCA and other applicable law, MerchantWords has adopted a policy of terminating, in appropriate circumstances and at MerchantWords's sole discretion, Users who are deemed to be repeat infringers. MerchantWords may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
8. Ending These Terms
The Terms will continue to apply until terminated by either you or MerchantWords as follows.
You may end your legal agreement with MerchantWords at any time for any reason by contacting us at [email protected] to deactivate your account and discontinuing your use of the Services.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 4, 5, 6, 7, 8, 9 and 10.
Nothing in this section shall affect MerchantWords's rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.
9. Disclaimers and Limitations of Liability
Please read this section carefully since it limits the liability of MerchantWords and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the "MerchantWords Entities"). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
Your access to and use of the Services is at your own risk. You understand and agree that the Services is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, MERCHANTWORDS ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
MerchantWords Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (iii) the deletion of, or the failure to store or to transmit, any communications maintained by the Services; (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from MerchantWords Entities or through the Services, will create any warranty not expressly made herein.
You agree to release, indemnify and hold MerchantWords and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to Your use of the Services, Your connection to the Services, Your violation of these Terms or Your violation of any rights of another.
If You are a California resident, You waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by MerchantWords Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MERCHANTWORDS ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE MERCHANTWORDS ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID MERCHANTWORDS, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE MERCHANTWORDS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. General Terms
The failure of MerchantWords to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
This Agreement shall be deemed to have been made in, and shall be construed in accordance with, the laws of the State of California, and its validity, construction, interpretation and legal effect shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely therein. The Parties agree that the state and federal courts located in Los Angeles County, California shall have sole and exclusive jurisdiction to adjudicate any dispute that may arise under this Agreement. The Parties consent to venue, service of process and personal jurisdiction in the state and federal courts located in Los Angeles County, California for purpose of adjudicating disputes arising under this Agreement. Each Party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. MerchantWords may be contacted in writing at 421 Thrift Road, Malibu, CA 90265.
If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).
We may revise these Terms from time to time, the most current version will always be at https://www.merchantwords.com/privacy. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 10 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Services are operated and provided by MerchantWords LLC, 421 Thrift Road, Malibu, CA 90265. If you have any questions about these Terms, please email us at [email protected]
Effective: June 28, 2017