Changes
to these Terms of Use or the Mercator Site.
You agree and understand that these Terms of Use and the Mercator
Site may be modified by Mercator at any time without prior notice,
and such modifications will be effective upon Mercator's posting of
the new terms and/or upon implementation of the new changes on the
Mercator Site. You agree to review these Terms of Use periodically
so that you are aware of any modifications. Your continued use of
the Mercator Site after any modifications indicates your acceptance
of the modified Terms of Use. Unless expressly stated otherwise by
Mercator, any new features, new services, enhancements or
modifications to the Mercator Site implemented after your initial
access to the Service will be subject to these Terms of Use.
Use
of the Mercator Site.
Subject to the restrictions on use and on posting set forth in these
Terms of Use, you may use the Mercator Site for your own use.
Mercator does not control the content posted by third parties via
the Mercator Site, and does not guarantee the accuracy, integrity or
quality of such content. Under no circumstances will Mercator be
liable in any way for any content, including any errors or omissions
in any content, or any loss or damage of any kind incurred as a
result of your use of any content. You are responsible for complying
with all laws applicable to the content you submit via the Mercator
Site. You agree that you must evaluate and bear all risks associated
with the use of any content, including any reliance on the integrity
and accuracy of such content.
Restrictions
on Rights to Use.
You agree that you will not (and you agree not to allow others to):
modify,
adapt, translate, or reverse engineer any portion of the Mercator
Site;
remove
any copyright, trademark or other proprietary rights notices
contained in or on the Mercator Site or in or on any content or
other material obtained via the Mercator Site;
use
any robot, spider, site search/retrieval application, or other
automated device, process or means to access, retrieve or index any
portion of the Mercator Site;
access,
retrieve or index any portion of the Mercator Site for purposes of
constructing or populating a searchable database of business
reviews;
create
or transmit unwanted electronic communications such as "spam"
to other users or members of the Mercator Site or otherwise
interfere with other user's or member's enjoyment of the Mercator
Site;
transmit
any viruses, worms, defects, Trojan horses or other items of a
destructive nature;
use
the Mercator Sites to violate the security of any computer network,
crack passwords or security encryption codes, transfer or store
illegal material including that are deemed threatening or obscene;
use
any device, software or routine that interferes with the proper
working of the Mercator Site, or otherwise attempt to interfere
with the proper working of the Mercator Site;
take
any action that imposes, or may impose in our sole discretion, an
unreasonable or disproportionately large load on our IT
infrastructure;
use
the Mercator Site, intentionally or unintentionally, to violate any
applicable local, state, national or international law; or
collect
or store personal data about other users in connection with the
prohibited activities described in this section.
Content
Posted By You on the Mercator Site.
You
are solely responsible for any content and material that you submit,
publish or display on the Mercator Site or transmit to other website
users ("Posted Content").
You
may not post, distribute, or reproduce in any way any copyrighted
material, trademarks, or other proprietary information without
obtaining the prior written consent of the owner of such proprietary
rights. You may not submit any Posted Content or material that
infringes, misappropriates or violates the intellectual property,
publicity, privacy or other rights of any party.
You
may not provide any Posted Content that falsely express or imply
that such Posted Content or material is sponsored or endorsed by
Mercator.
You
may not provide any Posted Content that is unlawful or that promotes
or encourages illegal activity.
You
understand and agree that Mercator may review and delete any Posted
Content that in the sole judgment of Mercator violates these Terms
of Use or which might be offensive, illegal, or that might violate
the rights of, harm, or threaten the safety of other users of the
Mercator Site.
You
agree that you will only provide Posted Content that you believe to
be true and you will not purposely provide false or misleading
information.
By
posting Posted Content on the Mercator Site, you agree to and hereby
do grant, and you represent and warrant that you have the right to
grant, to Mercator, its contractors, and the users of the Mercator
Site an irrevocable, perpetual, royalty-free, fully sublicensable,
fully paid up, worldwide license to use, copy, publicly perform,
digitally perform, publicly display, and distribute such Posted
Content and to prepare derivative works of, or incorporate into
other works, such Posted Content.
The
following is a partial list of the kind of Posted Content and
communications that are illegal or prohibited on/through the
Mercator Site. Mercator reserves the right (but is not obligated) to
investigate and take appropriate legal action in its sole discretion
against anyone who violates this provision, including without
limitation, removing the offending communication from the Mercator
Site and terminating the membership of such violators or blocking
your use of the Mercator Site. You may not post content that:
is
false or intentionally misleading;
is
patently offensive to users of the Mercator Site, such as content
or messages that promotes racism, bigotry, hatred or physical harm
of any kind against any group or individual;
harasses
or advocates harassment of another person;
involves
the transmission of unsolicited mass mailing or "spamming";
violates
the intellectual property or other rights of any person;
promotes
illegal activities or conduct that is abusive;
is
threatening, obscene, defamatory or libelous; or
is
pornographic or sexually explicit in nature.
Copyright
Dispute Policy.
Mercator has adopted the following general policy toward copyright
infringement in accordance with the Digital Millennium Copyright Act
(DMCA). The address of Mercator's Designated Agent to Receive
Notification of Claimed Infringement ("Designated Agent")
is provided at the bottom of this section.
Mercator
Policy.
It is Mercator's policy to (a) block access to or remove
material that it believes in good faith to be copyrighted material
that has been illegally copied and distributed by any of our
advertisers, affiliates, content providers, members or users; and
(b) remove and discontinue service to repeat offenders.
Procedure
for Reporting Copyright Infringements.
If you believe that material or content residing on or accessible
through the Mercator Site infringes a copyright, please send a
notice of copyright infringement containing the following
information to the Designated Agent listed below ("Proper Bona
Fide Infringement Notification"):
a
physical or electronic signature of a person authorized to act on
behalf of the owner of the copyright that has been allegedly
infringed;
identification
of works or materials being infringed;
identification
of the material that is claimed to be infringing including
information regarding the location of the infringing materials that
the copyright owner seeks to have removed, with sufficient detail
so that Mercator is capable of finding and verifying its existence;
contact
information about the notifier including address, telephone number
and, if available, email address;
a
statement that the notifier has a good faith belief that the
material is not authorized by the copyright owner, its agent, or
the law; and
a
statement made under penalty of perjury that the information
provided is accurate and the notifying party is authorized to make
the complaint on behalf of the copyright owner.
Upon
Receipt of a Bona Fide Infringement Notification.
Once Proper Bona Fide Infringement Notification is received by the
Designated Agent, it is Mercator's policy:
to
remove or disable access to the infringing material;
to
notify the content provider, member or user that it has removed or
disabled access to the material; and
for
repeat offenders, to also terminate such content provider's access
to the site.
Procedure
to Supply a Counter-Notice to the Designated Agent.
If the content provider, member or user believes that the material
that was removed or to which access was disabled is either not
infringing, or the content provider, member or user believes that it
has the right to post and use such material from the copyright
owner, the copyright owner's agent, or pursuant to the law, the
content provider, member or user must send a counter-notice
containing the following information to the Designated Agent listed
below:
a
physical or electronic signature of the content provider, member or
user;
identification
of the material that has been removed or to which access to has
been disabled and the location at which the material appeared
before it was removed or disabled;
a
statement that the content provider, member or user has a good
faith belief that the material was removed or disabled as a result
of mistake or a misidentification of the material; and
the
content provider's, member's or user's name, address, telephone
number, and, if available, email address and a statement that such
person or entity consents to the jurisdiction of the Federal Court
for the judicial district in which the content provider's, member's
or user's address is located, or if the content provider's,
member's or user's address is located outside the United States,
for any judicial district in which Mercator is located, and that
such person or entity will accept service of process from the
person who provided notification of the alleged infringement.
Removal.
If a counter-notice is received by the Designated Agent, Mercator
may send a copy of the counter-notice to the original complaining
party informing that person that it may replace the removed material
or cease disabling it in 10 business days. Unless the copyright
owner files an action seeking a court order against the content
provider, member or user, the removed material may be replaced or
access to it restored after receipt of the counter-notice, at
Mercator's discretion.
Address
for Designated Agent.
Please contact Mercator's Designated Agent to Receive Notification
of Claimed Infringement at the following address:
Copyright
Agent
Mercator Advisory Group, Inc.
8 Clock Tower Place
Suite
420
Maynard, MA 01754
Email to:
rmisasi@mercatoradvisorygroup.com
Privacy.
Use of the Mercator Site is also governed by our Privacy Policy, a
copy of which is currently located at
http://www.copyright.gov/onlinesp/
which is incorporated into these Terms of Use by reference.
Term.
These Terms of Use will remain in full force and effect while you
use the Mercator Site. Either party may terminate these Terms of Use
for any reason, at any time. Those provisions of these Terms of Use
which by their nature or express terms are intended to survive any
termination or expiration of these Terms of Use will surive.
Ownership.
The Mercator Site (including, but not limited to, text, photographs,
graphics, video and audio content) is protected by copyright as a
collective work or compilation under the copyright laws of the
United States and other countries. All individual articles, content
and other elements comprising the Mercator Site are also copyrighted
works. Except for the content submitted by others, the Mercator Site
and all aspects thereof, including all copyrights, trademarks, and
other intellectual property or proprietary rights therein, is owned
by Mercator or its licensors. You acknowledge that the Mercator Site
and any underlying technology or software used in connection with
the Mercator Site contain Mercator's proprietary information. Except
as expressly and unambiguously provided herein, Mercator and its
suppliers do not grant you any express or implied rights, and all
rights in the Mercator Site not expressly granted by Mercator to you
are retained by Mercator.
Disclaimer.
THE MERCATOR SITE IS PROVIDED BY MERCATOR ON AN "AS IS"
BASIS. MERCATOR AND ITS LICENSORS AND AFFILIATES MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR
IMPLIED AS TO THE OPERATION OF THE MERCATOR SITE OR THE INFORMATION,
CONTENT OR MATERIALS INCLUDED ON THE MERCATOR SITE. TO THE FULLEST
EXTENT PERMISSIBLE BY APPLICABLE LAW, MERCATOR AND ITS LICENSORS AND
AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MERCATOR
AND ITS LICENSORS AND AFFILIATES FURTHER DO NOT WARRANT THE ACCURACY
OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER
ITEMS CONTAINED WITHIN THE MERCATOR SITE. MERCATOR IS NOT
RESPONSIBLE FOR THE CONDUCT OF ANY USER OF THE MERCATOR SITE.
Mercator does not warrant or covenant that the Mercator Site will be
available at any time or from any particular location, will be
secure or error-free, that defects will be corrected, or that the
Mercator Site is free of viruses or other potentially harmful
components. Any material or content downloaded or otherwise obtained
through the use of the Mercator Site is accessed at your own
discretion and risk and you will be solely responsible for any
damage to your computer system or loss of data that results from the
download of any such material. NO ADVICE OR INFORMATION, WHETHER
ORAL OR WRITTEN, OBTAINED BY ANY USER FROM MERCATOR OR THROUGH OR
FROM THE MERCATOR SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED
HEREIN.
Limitation
on Liability.
Mercator will not be liable for any failure to perform its
obligations hereunder where such failure results from any cause
beyond Mercator's reasonable control, including, without limitation,
mechanical, electronic or communications failure or degradation
(including "line-noise" interference). WITHOUT LIMITING
THE FOREGOING, MERCATOR AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE
LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL,
PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO
LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION
OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, MERCATOR'S MAXIMUM AGGREGATE LIABILITY TO
YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION,
WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID,
IF ANY, BY YOU TO MERCATOR FOR THE MERCATOR SITE IN THE 12 MONTHS
PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED
DOLLARS $100. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR
RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH
SAYS "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."
Indemnity.
You agree to indemnify and hold Mercator, its licensors, suppliers,
parents, subsidiaries, affiliates, officers and employees, harmless,
including costs and attorneys' fees, from any claim or demand made
by any third party due to or arising out of (a) your access to the
Mercator Site, (b) your use of the Mercator Sites, (c) your
violation of these Terms of Use, or (d) your infringement of any
intellectual property or other right of any person or entity.
Miscellaneous.
If there is any dispute about or involving the Mercator Site, by
using the Mercator Site, you agree that the dispute will be governed
by the laws of the Commonwealth of Massachusetts, without regard to
its conflict of law provisions. No agency, partnership, joint
venture, or employment is created as a result of these Terms of Use
and you do not have any authority of any kind to bind Mercator in
any respect whatsoever. Mercator may provide you with notices,
including those regarding changes to the Terms of Use by email,
regular mail or postings on the Mercator Site. These Terms of Use,
accepted upon use of the Mercator Site, and all terms, guidelines
and rules referenced herein contain the entire agreement between you
and Mercator regarding your use of the Mercator Site. Excepted as
otherwise expressly and unambiguously provided in these Terms of
Use, these Terms of Use may be modified only by a writing signed by
both parties. The failure of Mercator to exercise or enforce any
right or provision of these Terms of Use will not constitute a
waiver of such right or provision. The failure of either party to
exercise in any respect any right provided for herein will not be
deemed a waiver of any further rights hereunder. If any provision of
these Terms of Use is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent
necessary so that these Terms of Use will otherwise remain in full
force and effect and enforceable. These Terms of Use are not
assignable, transferable or sublicensable by you except with
Mercator's prior written consent. The section titles in these Terms
of Use are for convenience only and have no legal or contractual
effect.