Last Updated April 1, 2013
PROPRIETARY RIGHTS. The Website and the Content are the sole and exclusive property of MerchDirect and/or its licensors. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website or the Content other than as expressly authorized by MerchDirect in writing. You hereby acknowledge and agree that, as between MerchDirect and you, all right, title, and interest in and to the Website and the Content, including without limitation any patent rights, patents, business methods, copyrights, trademarks, trade secrets, inventions, know-how, and all other intellectual property rights pertaining thereto, shall be owned exclusively by MerchDirect. Use of the Website or the Content in any way not expressly permitted by this Agreement is prohibited, and may be actionable under United States or international law.
PERMITTED USES. So long as you agree and comply with the terms of this Agreement, and unless this Agreement is otherwise terminated by MerchDirect, MerchDirect invites you to view and use a single copy of the Website and the Content for your personal, non-commercial use; provided, however, that you may not duplicate, publish, modify, distribute, perform or create derivative works from any part of the Website or the Content unless expressly authorized by MerchDirect in writing. You agree that you will not remove or modify any acknowledgements, credits or legal notices contained on the Website or in the Content. Special terms may apply to some products or services offered on the Website and may be posted in connection with the applicable product, service, feature or activity. Any such terms are in addition to this Agreement and, in the event of a conflict, any such terms shall prevail.
ADDITIONAL RESTRICTIONS. You agree not to access the Website by any means other than through a standard web browser on a computer or mobile device. You further agree that you will not damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of it. If MerchDirect makes software available to you for download, your download and use of such software shall be subject to a separate license agreement.
COMMUNICATIONS WITH THIRD PARTIES. Your dealings or communications through the Website with any party other than MerchDirect are solely between you and that third party. Under no circumstances will MerchDirect be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto.
ELIGIBILITY. By using the Website, you represent and warrant that (a) all registration information you submit, if any, is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Website does not violate any applicable law or regulation.
LINKS TO OTHER SITES. The Website may contain links to websites operated by other parties. MerchDirect provides these links to other websites as a convenience, and use of these sites is at your own risk. The linked sites are not under the control of MerchDirect, and MerchDirect is not responsible for the content available on the other sites. Such links do not imply MerchDirect's endorsement of information or material on any other site and MerchDirect disclaims all liability with regard to your access to and use of such linked websites.
LINKS TO THIS WEBSITE. You may not link to any page of the Website, other than the Website homepage. If you link to the Website homepage, you must adhere to MerchDirect's linking policy as follows: (a) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with MerchDirects names and trademarks, (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with MerchDirect, (c) when selected by a user, the link must display the Website on full-screen and not within a "frame" on the linking website, and (d) MerchDirect reserves the right to revoke its consent to the link at any time and in its sole discretion.
TRADEMARKS. Unauthorized use of any MerchDirect trademark, service mark or logo are prohibited, and may be a violation of federal and state trademark laws.
DISCLAIMERS AND LIMITATION OF LIABILITY. THE WEBSITE, ALL CONTENT ON THE WEBSITE, AND ANY GOODS OFFERED OR SOLD THROUGH THE WEBSITE ARE PROVIDED TO YOU ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MERCHDIRECT MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITE AND THE CONTENT AVAILABLE ON THE WEBSITE IS AT YOUR SOLE RISK.
MERCHDIRECT MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL CODE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCHDIRECT DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, THE CONTENT, OR THE GOODS OFFERED OR SOLD THROUGH THE WEBSITE, EVEN IF MERCHDIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, MERCHdIRECT'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR THE GOODS OFFERED OR SOLD THROUGH THE WEBSITE, SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO MERCHDIRECT DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE.
EXCLUSIONS AND LIMITATIONS. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
INDEMNITY. You agree to indemnify, defend and hold MerchDirect, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, due to or arising out of your use of the Website and/or breach of this Agreement.
COPYRIGHT. The Website is protected by U.S. and international copyright laws. Except for your use as authorized above, you may not modify, reproduce or distribute the content, design or layout of the Website, or individual sections of the content, design or layout of the Website, without MerchDirect's express prior written permission.
LOCATION. The Website is operated by MerchDirect from its offices in the United States. Those who choose to access the Website from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.
CHILDREN. The Website is not directed toward children under 13 years of age nor does MerchDirect knowingly collect information from children under 13. If you are under 13, please do not submit any personally identifiable information to MerchDirect.
ACCOUNT PASSWORD AND SECURITY. The Website may contain some features that require registration. If asked to register for additional access, you may select a username and password to be used in conjunction with your account. You are responsible for maintaining the confidentiality of your password, and are fully responsible for all uses of your password, whether by you or others. You agree to (a) log out of your account at the end of each session; (b) keep your password confidential and not share it with anyone else; and (c) immediately notify MerchDirect of any unauthorized use of your password or account or any other breach of security. MerchDirect cannot and will not be liable for any loss or damage arising from your failure to comply with the terms of this paragraph.
FINANCIAL TRANSACTIONS. You acknowledge and agree that MerchDirect and/or its agent is authorized to act on payment instructions received from anyone using your account and password. Debit and credit card transactions may be facilitated by a third party processor, and you agree that MerchDirect may share your information, including information about your debit or credit card account, with such third-party processor for this purpose.
DISCLOSURE OF PERSONAL AND FINANCIAL INFORMATION. Without limitation of any of the rights granted to MerchDirect herein, you acknowledge and agree that MerchDirect may preserve and disclose information about you, your account and transactions made through the Website if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce MerchDirect's rights; or (c) protect the rights, property, or safety of MerchDirect, any individual or the public.
NOTICE FOR CALIFORNIA RESIDENTS
California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Website, please visit customer support. You may also contact us by writing to MerchDirect, 54 Drexel Dr. Bay Shore, NY 11706 United States, or by calling us at (631) 891-0111.
CHOICE OF LAW/FORUM. This Agreement shall be governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles. Those who choose to access the Website from locations outside of the United States do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable. You irrevocably agree to the exclusive jurisdiction by the federal and state courts located in the County of New York, in the State of New York, to settle any dispute which may arise out of, under, or in connection with this Agreement. YOU AGREE THAT NO CLAIM ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE WEBSITE MAY BE BROUGHT AS A CLASS ACTION.
FORCE MAJEURE. MerchDirect shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of MerchDirect, including without limitation any failure to perform hereunder due to unforeseen circumstances or causes beyond MerchDirect's control such as acts of God, fire, flood, earthquake, accidents, strikes, war, terrorism, governmental act, failure of common carriers (including Internet service providers and web hosting providers), or shortages of transportation facilities, fuel, energy, labor or materials.
MISCELLANEOUS. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. MerchDirect's failure to act with respect to any failure by you or others to comply with this Agreement does not waive MerchDirect's right to act with respect to subsequent or similar failures. This Agreement sets forth the entire understanding and agreement between you and MerchDirect with respect to the subject matter hereof; provided, however, that it shall be read in conjunction with any MerchDirect user agreement(s) entered into by you. Any cause of action or claim you may have with respect to this Agreement or the Website must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of MerchDirect, and any assignment or transfer in violation of this provision shall be null and void. MerchDirect reserves the right to seek all remedies available at law and in equity for violations of this Agreement and/or the rules and regulations set forth on the Website, including without limitation the right to block access from a particular internet address.
CONTACT. Please direct any questions you may have about the Website or this Agreement to customer support.