TERMS OF SERVICE
1. Acceptance of the Terms and Conditions.
You understand and agree that Merit Pages, Inc. may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Service” link on meritpages.com. The revised terms and conditions will become effective at the time of posting. Any use of the Profile after such Effective Date shall constitute your acceptance of such revised terms and conditions. Notice of any changes to this Agreement will be provided on the “Terms of Service” link on meritpages.com or by other electronic means, in our sole discretion. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing, contributing to, or otherwise using the Profile.
2. Description of the Profile and License to Submissions.
The Profile is a publishing and hosting web site that provides a platform where information can be shared in a productive environment by its members (“profile users”), issuers (third parties that provide public information, for example, colleges, universities, or public agencies) and visitors (non-members who access the Profile for general browsing). When you receive your invitation from Merit Pages, Inc. you will be given the option to Opt-Out or to claim your profile. If you claim your profile, the profile may include public information about you that has been provided by Merit Pages, Inc. issuers such as your name, college, major, and any Achievements, if applicable. Further, by claiming your Merit page, you consent to Merit Pages, Inc. using your email address to contact you regarding your Merit page as long as it remains active, even if the institution that initially added Achievements to your page is no longer an active subscriber to Merit Pages, Inc. For purposes of this Agreement, an “Achievement” means a public press release about you created from public information from issuers that is derived from Merit that has been reformatted and restyled for your profile. In the event that you choose to Opt-Out of the invitation, the public information about you provided to Merit Pages, Inc. by issuers will be removed from meritpages.com.
Once you claim your profile and become a registered profile user, you will be responsible for all activities occurring under your username (other than the Achievements and any other public information that we post to your profile) and for keeping your password secure. You shall provide us with prompt notice in the event you suspect that your user name and password may have been compromised . You agree that Merit Pages, Inc. may post Achievements and other public information about you to your profile without your prior consent. If you object to any such information or Achievements that we post, you may contact us to request that the information or Achievement be removed from your profile. We reserve the right to modify, suspend, or discontinue the Profile with or without notice at any time.
By posting to the Profile or otherwise transmitting biographical information, links to other websites, photos, comments, pieces, ideas or other information in any form including, but not limited to, visual or audio data (collectively referred to as the “Submissions”) to us, you grant to Merit Pages, Inc. and our designees a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right (including moral rights) and license to use, reproduce, distribute, create derivative works based on, perform and/or display such Submissions (in whole or in part) in any media now known or hereafter developed, for any purpose whatsoever, without compensation to you or any other provider of the Submissions. You also agree to permit any other profile user to access, display, view, store and reproduce such Submissions for personal use. You acknowledge that to the extent that you include personally identifiable information in your Submissions, Merit Pages, Inc. may republish such information.
Although Merit Pages, Inc. has no obligation to monitor the Submissions, you acknowledge and agree that we may do one or all of the following: (i) monitor the Submissions; (ii) alter, edit, or remove any Submission in whole or in part; or (ii) disclose any Submissions.
The posting of Submissions on the Profile by profile users does not indicate any approval or endorsement by us of such Submissions. Merit Pages, Inc. is not responsible for, and hereby disclaims any and all liability that may arise from the Submissions or any act of accessing, browsing, contributing to or otherwise using the Profile.
3. Proper Use.
You agree that you are responsible for your own use of the Profile, for informing us of any information that Merit Pages, Inc. posts to your profile that you object to and would like removed from your profile, for any Submission you make, and for any consequences thereof. You agree that you will use the Profile in compliance with all applicable local, state, national, and international laws, rules and regulations, including, but not limited to, any laws regarding the transmission of technical data exported from your country of residence and all United States export control law.
To provide a forum where ideas can be shared between profile users in a productive and safe environment, you agree NOT to:
Post any private information, or otherwise harvest, collect or disclose information, about another profile user or any other person without his or her express consent;
Post any content to the Profile that is unlawful, racist, hateful, libelous, defamatory, obscene, or that intentionally discriminates against or harasses particular individuals or groups;
Post any content to the Profile that infringes any third party’s intellectual property or other rights;
Use the Profile for any unlawful purpose, or transmit or otherwise make available in connection with the Profile any material that would give rise to criminal or civil liability;
Use the Profile for advertisements, chain letters, spam, survey solicitations, junk mail or solicitations;
Impersonate any person or entity, including any Merit Pages, Inc. employees, or falsely state or otherwise misrepresent your affiliation with any person or entity;
Imply that Merit Pages, Inc. endorses any of your statements or positions;
Take any action that imposes an unreasonable burden on the Profile’s server;
Use any device, software, routine or other means to interfere or attempt to interfere with the proper working of the Profile or any activity being conducted on the Profile,
Attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or making up the Profile; and/or
Delete or alter any material posted by any other person or entity.
4. Third Party Content and External Links.
Some information made available on or through the Profile is provided by third parties, such as issuers, as defined in Section 2, (“Third Party Content”). The inclusion or appearance of Third-Party Content on the Profile does not indicate any approval or endorsement by Merit Pages, Inc. of such Third-Party Content. Merit Pages, Inc. is not responsible for, and hereby disclaims any and all liability that may arise from Third-Party Content or the act of accessing, browsing, or otherwise using such Third Party Content.
The Profile contains links to third-party web sites (“External Sites”). The content of such External Sites is developed and provided by others. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
5. Intellectual Property
You acknowledge that Merit Pages, Inc. owns all the materials produced by Merit Pages, Inc. for the Profile including all software, communications, photographs, graphics, video and audio content (collectively referred to as the “Content”). Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Content. You also agree that you will not use any robot, spider, or other automated device or manual process to monitor or copy any Content from the Profile.
The trademarks, service marks, and logos of Merit Pages, Inc. (the “Merit Pages, Inc. Trademarks”) used and displayed on this Profile are registered and unregistered trademarks or service marks of Merit Pages, Inc. Other product and service names located on the Profile may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with Merit Pages, Inc. Trademarks, the “Trademarks”). Nothing on this Profile should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Profile without the prior written consent of Merit Pages, Inc. specific for each such use. The Trademarks may not be used to disparage Merit Pages, Inc. or the applicable third-party, Merit Pages, Inc.’s or third-party’s products or services, or in any manner (in Merit Pages, Inc.’s sole reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Merit Pages, Inc. approves the establishment of such a link by prior written consent. All goodwill generated from the use of any Merit Pages, Inc. Trademark shall inure to Merit Pages, Inc.’s benefit.
Merit Pages, Inc. claims no ownership or control over any Submission that you claim, post or display on or through Profile. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Submission you submit, post or display on or through the Profile and you are responsible for protecting those rights, as appropriate. In addition to the license granted by you in Section 2 in connection with the Submissions, Merit Pages, Inc. reserves the right to alter and/or edit any Submission or refuse to accept, post, display or transmit any Submission in its sole discretion.
You represent and warrant to Merit Pages, Inc. that (i) you have full power and authority to enter into this Agreement; (ii) your Submissions are original to you or you have obtained all permissions, releases, rights or licenses required to grant the rights and assignment granted herein without obtaining any further releases or consents; (iii) your Submissions do not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, and do not contain any matter that is defamatory; and (iv) you are thirteen (13) years of age or older.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Profile hosted by Merit Pages, Inc. infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Profile should be sent to Merit Pages, Inc. at:
Merit Pages, Inc.
Albany, NY 12207
By Email: email@example.com
7. Limit of Liability and Warranty.
MERIT PAGES, INC., ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “MERIT PAGES, INC. PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, THE SUBMISSIONS, OR THE THIRD-PARTY CONTENT, INCLUDING BUT NOT LIMITED TO, ITS ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS. MERIT PAGES, INC. PARTIES SHALL NOT BE RESPONSIBLE FOR OR SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO THE PROFILE USER OR FOR ANY ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE PROFILE AT YOUR OWN RISK.
THE PROFILE IS PROVIDED ON AN “AS IS”, “WHERE IS”, AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. MERIT PAGES, INC. PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. MERIT PAGES, INC. PARTIES DO NOT WARRANT THAT THE PROFILE OR ITS SERVICES WILL BE CONTINUOUS, UNINTERRUPTED OR SECURE, AND NOTIFIES YOU THAT OPERATION OF THE PROFILE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF MERIT PAGES, INC.’S CONTROL. MERIT PAGES, INC. PARTIES FURTHER DO NOT WARRANT THAT THE PROFILE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT THE PROFILE WILL OPERATE ERROR FREE OR THAT THIS PROFILE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE PROFILE RESULTS IN THE NEED TO SERVICE OR REPLACE EQUIPMENT OR DATA, NO MERIT PAGES, INC. PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
IN NO EVENT SHALL ANY MERIT PAGES, INC. PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE PROFILE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A MERIT PAGES, INC. PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF MERIT PAGES, INC. PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless Merit Pages, Inc., from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access, contribution to, use or misuse of the Profile. Merit Pages, Inc. shall provide notice to you of any such claim, suit or proceeding. Merit Pages, Inc. reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Merit Pages, Inc.’s defense of such matter.
9. Termination of the Agreement.
Merit Pages, Inc. reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Profile or the Content, at any time and for any reason without prior notice or liability. Merit Pages, Inc. reserves the right to change, suspend, or discontinue all or any part of the Profile or the Content at any time without prior notice or liability.
11. Profile User Must Comply with Applicable Laws.
This Profile is administered and operated by Merit Pages, Inc. from its principal office in [Albany, New York], and it is not intended to subject Merit Pages, Inc. to the law or jurisdiction of any country or territory. We make no claims concerning whether the Profile may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Profile from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
The United States controls the import and export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Profile to countries or persons prohibited under the export control laws. By downloading the Profile, you expressly agree that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Profile.
This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in Albany County in the State of New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Merit Pages, Inc. to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Merit Pages, Inc. unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Merit Pages, Inc. and you, this Agreement constitutes the entire Agreement between you and Merit Pages, Inc. with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.