(Effective as of 20/12/2018)
2) INTERNET ABUSE
You are not allowed to engage in any form of Internet abuse, including but is not limited to distributing, publishing, or sending any type of unsolicited or unwelcome emails to any amount of network users, including, without limitation, mass promotions, unauthorized or unsolicited commercial advertising, and informational announcements, anywhere on the Internet. Posting a single article or substantially similar articles to an excessive number of newsgroups or mailing lists and repeated or deliberate posting of articles that are off-topic according to the charter of that newsgroup or mail list where such articles are being posted are also forbidden, as well as the posting of commercial advertising in a newsgroup or conference, unless it is permitted explicitly within that group or violating the CAN-SPAM Act.
4) MODIFICATIONS TO THE SITE
5) LINKS TO THIRD PARTY WEBSITES ARE NOT ENDORSEMENTS
The website contains links to third-party websites. The linked websites are not under the control of Merchant Chimp, and Merchant Chimp isn’t responsible for the contents or policies of any of the linked website. Merchant Chimp provides these links as a convenience only, and a link does not imply endorsement, sponsorship, or affiliation with the linked site by Merchant Chimp. Links to advertisers or merchants are owned and run by independent retailers or service providers, and, therefore, Merchant Chimp cannot ensure that you will be satisfied with their services, products or practices. You should make whatever investigation you feel is necessary or appropriate before proceeding with any transactions with any of the third parties.
6) INTELLECTUAL PROPERTY RIGHTS
The website is proprietary to Merchant Chimp. All the text, images, marks, logos, and other content of the website is exclusive to Merchant Chimp or to third parties from whom Merchant Chimp has obtained permission. Merchant Chimp authorizes you to view, download, and print the contents of the website provided that: (a) you might only do so for your own personal and non-commercial use; (b) you might not copy, publish or redistribute any website contents; (c) you might not modify any content on the site; (d) you might not remove any copyright, trademark, or other proprietary notices that have been placed on the site by Merchant Chimp. Except as expressly permitted above, reproduction or redistribution of the content on the site, or any portion of the site’s content, is strictly prohibited without the prior written permission of Merchant Chimp. You represent and warrant that your use of the content will be consistent with this license and won’t infringe or violate the rights of any other party or breach any contract or legal duty to any other parties.
EXCEPT AS EXPRESSLY PUT FORTH IN THIS SECTION, MERCHANT CHIMP SPECIFICALLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE WEBSITE OR SERVICES, OR OTHER SERVICES OR GOODS PROVIDED THROUGH THIS WEBSITE. FOR THE AVOIDANCE OF DOUBT, YOU AGREE THAT MERCHANT CHIMP DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE.
9) IMITATION OF LIABILITY.
MERCHANT CHIMP EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY OR LOSS ARISING FROM OR RELATED TO THE WEBSITE, INCLUDING WITHOUT LIMITATION, LIABILITY OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO ANY SERVER, WEBSITES, MERCHANT INTERFACES, FACILITIES, OR YOUR DATA OR YOUR CUSTOMER DATA, THIS INCLUDES CREDIT CARD NUMBERS AND OTHER PERSONAL AND IDENTIFIABLE INFORMATION, DUE TO ACCIDENT, FRAUDULENT OR ILLEGAL MEANS, INCLUDING HACKING, OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND MERCHANT CHIMP’S REASONABLE CONTROL. YOU EXPRESSLY AGREE THAT MERCHANT CHIMP WILL NOT BE LIABLE FOR ANY LOSS ARISING FROM INFILTRATION OF THE WEBSITE BY MEANS OF SOFTWARE VIRUSES, TROJANS, WORMS, OR ANY OTHER SOFTWARE PROGRAMS, MALWARE OR TECHNOLOGY DESIGNED OR INTENDED TO DAMAGE, DISRUPT, INTERCEPT OR EXPROPRIATE DATA FROM THE SITE.
AS A CONDITION TO USE THE WEBSITE, YOU AGREE THAT NEITHER MERCHANT CHIMP, NOR ANY OFFICER, AFFILIATE, DIRECTOR, AGENT, CONTRACTOR, SHAREHOLDER OR EMPLOYEE OF MERCHANT CHIMP WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS OF PROFITS, DAMAGES, EXPENSES, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, OR COSTS RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING IN CONNECTION WITH THE WEBSITE. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO THE ACTS, NEGLIGENCE, OMISSIONS, AND GROSS NEGLIGENCE OF MERCHANT CHIMP AND ITS AFFILIATES, PARENTS, SUBSIDIARIES, SHAREHOLDERS, MANAGERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OFFICERS, DIRECTORS, AND AGENTS, WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO A COURSE OF ACTION IN CONTRACT, OR ANY OTHER LEGAL DOCTRINE.
EXCEPT AS OTHERWISE LIMITED, OUR LIABILITY AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES UNDER THE TERMS SHALL BE LIMITED TO THE LESSER OF THE AMOUNT YOU PAY US IN THE 30 DAYS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100.
You agree to indemnify, defend, and hold harmless Merchant Chimp, its parents, subsidiaries, affiliates, directors, contractors, agents, officers, shareholders, and employees, from any claim or demand, including reasonable legal representatives’ fees and court costs, made by any third party due to, arising from or out of your use of the website, your breach or alleged breach of any representation, warranty or other obligation, your violation or alleged violation of any federal, state, international or local law and any and all regulations, rules or ordinances, the negligence or willful misconduct by you or your employees or agents, any violation of the Terms, your infringement of any intellectual property or other legal right of any person or entity or your marketing, promotion, advertising, sale, or distribution of any products or services. In the event you cause fines and penalties to be charged to Merchant Chimp by the Credit Card Associations or any other entity, you agree to reimburse Merchant Chimp immediately for said fines or/and penalties.
12) DISCLOSURE; FORWARD-LOOKING STATEMENTS
Certain statements that aren’t historical fact contained on the website might constitute forward-looking statements. Such statements include, without limitation, statements about operating and future financial performance of Merchant Chimp, as well as the Merchant Chimp’s plans, strategies, partnerships, products, service markets, successes, growth prospects, cost-effectiveness and security of new products, services, objectives, expectations, intentions or other statements that are not historical fact. Such statements are based on the then current beliefs and expectations of the management of the Merchant Chimp and are subject to significant risks and uncertainty. Actual results may vary materially from those contained in forward-looking statements based on a number of factors including, without limitation, dependence on a limited number of clients, the Merchant Chimp’s revenue concentration in the moving business and the declining subscriber growth rate in that business, the adverse impact that the financial and operating difficulties of the Merchant Chimp’s clients may have on the Merchant Chimp’s future revenues, and financial and operating results, continuing rapid change in the telecommunications industry and other markets in which the Merchant Chimp does business that may affect both the Merchant Chimp and its clients, potential state, federal, and international regulation of voice conferencing or other services and related compliance and operating costs, regulatory assessments, and potential suspensions of service pending compliance with such regulation, uncertainties associated with the Merchant Chimp’s ability to develop new products, services, and technologies, market acceptance of the Merchant Chimp’s new products, services, and technologies and continuing demand for the Merchant Chimp’s products, services, and technologies, the impact of competitive products, services, and pricing on both Merchant Chimp and its clients, future and current economic conditions, including, without limitation, decreases or delays in capital spending by carriers and in new subscriber growth, and global economic recession, integration, employee retention, recognition of cost and other benefits and revenue synergies, and other risks associated with acquisitions, the Merchant Chimp’s ability to execute on its objectives, plans, or strategies including, without limitation, product or services development plans, the mobile business strategy and the plans to develop alliances and grow its client base, economic and political instability in the domestic and international markets, including, without limitation, the impact of terrorist threats and hostilities and the declaration of war or similar actions, uncertainties associated with the Merchant Chimp’s ability to expand into new markets, including, without limitation, the mobile business market, the impact of restructuring charges and other charges on the Merchant Chimp’s business and operations, the industry risks associated with Merchant Chimp’s operations and business including, without limitation, improper or illegal uses of Merchant Chimp’s payment system, unauthorized intrusions or attacks on Merchant Chimp’s payment system that might impair the operations of its payment system, changes or failures to comply with credit card association rules, governmental regulation, as well as the application of existing laws to Merchant Chimp’s business and dependence on relationships with third party payment processors, and the factors disclosed in the Merchant Chimp’s filings with the U.S. Securities and Exchange Commission including, without limitation, its most recent Annual Report on Form 10-K. Merchant Chimp undertakes no obligation to update any forward-looking statements. Nothing contained in this website constitutes an offer to sell or solicitation of an offer to buy any of the Merchant Chimp’s securities.
13) ACCESS TO PASSWORD PROTECTED AND OTHER SECURE AREAS
Access to and use of password protected and secure areas of the website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the website may be subject to prosecution.
14) SERVICES OFFERED BY MERCHANT CHIMP
When you enroll to obtain services from the Merchant Chimp, you accept the specific terms and conditions applicable to those services in accordance with the applicable Service Agreement. Except as provided in the Service Agreement, Merchant Chimp does not warrant that any service description or content contained on the website is current, accurate, reliable, complete, or error-free.
15) TERMINATION & EFFECT
17) GOVERNING LAW & JURISDICTION
The website is accessible in all fifty states and other countries, and each of these places has laws that may differ from those of California and from each other. As you and Merchant Chimp both benefit from establishing a predictable legal environment in which to publish, access and use the website, by publishing, accessing, and/or using this website, you and Merchant Chimp agree that all matters arising from or relating to the use and operation of this website will be governed by the laws of the State of California, without regard to its conflicts of laws principles. You agree that all claims that it might have arising from or relating to the operation or use of this website will be heard and resolved in the courts of Los Angeles, CA. You consent to the personal jurisdiction of such courts over it, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objections to proceeding in such courts.
Merchant Chimp, the Merchant Chimp logo, are registered trademarks of the Merchant Chimp, and Merchant Chimp YOUR GATEWAY TO IP TRANSACTIONS, AUTOMATED RECURRING BILLING, ADVANCED FRAUD DETECTION SUITE, Merchant Chimp VERIFIED MERCHANT SEAL and CUSTOMER INFORMATION MANAGER are trademarks of Merchant Chimp. All other companies and product names referenced herein are the trademarks or registered trademarks of their respective holders. This list may be modified from time-to-time in Merchant Chimp’s discretion. You shall not register or attempt to register any of Merchant Chimp’s marks or trademarks that would reasonably be deemed to be confusingly similar to any of Merchant Chimp’s marks or trademarks. You shall comply with all standards with respect to the Company’s marks, and all uses of the marks shall be consistent with Merchant Chimp standards.
19) FORCE MAJEURE
Merchant Chimp shall not be liable for any losses arising out of the delay or interruption of its performance of obligations due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions by a third party, infiltration or disruption of services by a third party, or other catastrophes or occurrences that are beyond Merchant Chimp’s reasonable control.