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  User Agreement & Terms of Service


MERCIREGISTRY.COM - User Agreement.

This User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "You"), and Merci Registry – providers or registries located at merciregistry.com ("Merci Registry Site").

Merci Registry provides software programs ("Software") that enable merchants to build online registries through which they can list products and funds online. Merci Registry also provides merchants hosting of the online store.

This Agreement is effective upon Your acceptance in registration. By accepting this Agreement and subject to the terms and conditions of this Agreement, including Terms of Service for the Merci Registry Site that are incorporated herein by reference and may be accessed through links in this Agreement, Merci Registry will provide You with a limited license to use the Software and receive the Services. In the event any terms provided in this Agreement conflict with the Terms of Service the terms provided in this Agreement will govern.

By accepting this Agreement, You further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference.

You authorize Merci Registry to process any and all of Your Merci Registry account transactions initiated through the use of the password and/or passphrase that You establish through registration on the Merci Registry Site and You are solely responsible for maintaining the confidentiality of such password and/or passphrase.

The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18).

Software Ownership
You acknowledge and agree that, as between You and Merci Registry, all Software and any other content provided by Merci Registry, and all worldwide intellectual property rights therein, are the exclusive property of Merci Registry. All rights in and to the Software not expressly granted to You in this Agreement are reserved by Merci Registry.

Software License
Subject to the terms and conditions of this Agreement, Merci Registry grants to You a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Merci Registry ("Merci Registry Servers") through the Merci Registry Site solely for the purpose of building and maintaining an interactive store hosted by the Merci Registry Servers on which You offer Your or a third party’s products or services ("Your Registry").

Software License Restrictions
You acknowledge that the Software and its structure, organization, and source code constitute valuable intellectual property of Merci Registry. Accordingly, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or (d) transfer Your interest in and to Your Registry to any third party.

Services
Upon activation of Your account and subject to the payment of applicable fees, Merci Registry will provide You during the term of this Agreement with hosting as provided on the Get-Started page of the Merci Registry Site and for the Software licensed to You under this Agreement. Your Registry will be hosted on an Merci Registry’s Server on which several registries may share the resources and network capacity.

Changes in Services
Merci Registry reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to You. You agree to receive administrative communications from Merci Registry in regards to the Software, Services, Your account, policy changes and system updates. If You do not agree to such changes, then You may terminate use of the Services. Merci Registry will not refund any fees or payments in the event of such termination.

Control of Your Registry
You will be solely responsible for the development, promotion, back-up, operation and maintenance of Your Registry, including the operation of Your Registry, accepting, processing and orders generated through Your Registry, and handling any inquiries, complaints, or disputes arising from orders or sales generated through Your Registry. You agree that Merci Registry has no obligation to back-up any data related to Your Registry’s operations and You should independently take appropriate steps to maintain such data in accordance with Your needs and requirements.

Ownership and Control of Your Registry's Content
You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Your Registry, including all descriptions of the products and services You offer to customers of Your Registry and user-generated content on and related to Your Registry. As a conduit, Merci Registry will give You discretion over Your content provided it is compatible and interoperable with the Software and Services provided by Merci Registry under this Agreement and Your content and use of the Services, Software and Merci Registry Site comply with all applicable laws and the terms of this Agreement. You retain all right, title and interest in and to all intellectual property rights embodied in Your content, exclusive of any content provided by Merci Registry. Notwithstanding anything contained in the foregoing, if You breach any of the terms of this Agreement, Merci Registry is entitled to suspend or terminate Your Registry and/or any access to information or data related to Your account and the Software.

Passive Conduit
You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services or content, Merci Registry and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Registry. Merci Registry has no obligation to You or any third party, and undertakes no responsibility, to review Your Registry, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Your Registry to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Merci Registry believes in its discretion that Your Registry or any products, services, content or other materials in the Registry or on Merci Registry Servers may create liability for Merci Registry or harm other users of Merci Registry’s websites or services, then You agree that Merci Registry may take any actions with respect to the content or materials or Your Registry that Merci Registry believes are prudent or necessary to minimize or eliminate Merci Registry’s potential liability or to protect other users of Merci Registry’s websites or services.

Covenants
You covenant that any products, services, or content published and distributed on Your Registry and Your related activities shall not violate the Merci Registry’s Terms of Service as it may be amended from time to time, or any of the following:



Prohibited Activities
You agree not to publish, offer for sale, sell or otherwise distribute any of the following items on, through or connected with Your Registry: You further agree not to publish, offer for sale, sell or otherwise distribute any of the following items on through or connected with Your Registry, except as permitted by, and in full compliance with, all applicable federal, state, local and other laws:

Fees
You shall pay the fees set forth on the Get Started page for the Software license and Services purchased by You. Merci Registry may change the fees for its Services from time to time. If You do not accept a change in the fees, then You may terminate Your account. You agree not to disguise, hide or otherwise misrepresent the number of products that you offer on or through Your Registry through use of any features of the Services or Software or otherwise.

Payment Terms
Merci Registry will invoice You via PayPal or another electronic payment vendor and You agree to pay for non-refundable yearly subscription, in advance, including fees for the license of Software and Services to be rendered to You by or on behalf of Merci Registry in the following month. The Service is billed in advance on a yearly basis and is non-refundable. There will be no refunds or credits for a partial year of service, or refunds for time unused with an open account. In order to treat everyone equally, no exceptions will be made.
Disclaimer of Warranties
MERCI REGISTRY, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE, SERVICES, ADDITIONAL SOFTWARE, AND ADDITIONAL SERVICES, ON AN "AS IS" AND "AS AVAILABLE" BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. MERCI REGISTRY, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE, SERVICES, ADDITIONAL SOFTWARE, AND ADDITIONAL SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

Limitation of Liability
IN NO EVENT SHALL MERCI REGISTRY, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, SERVICES, ANY ADDITIONAL SOFTWARE, AND ADDITIONAL SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). MERCI REGISTRY’, ITS SUPPLIERS’, AND SERVICE PROVIDERS’, CUMULATIVE LIABILITY, AND THE LIABILITY OF THEIR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAID TO MERCI REGISTRY FOR THE SOFTWARE LICENSE AND THE SERVICES IN THE ONE (1) YEAR IMMEDIATELY PRECEDING THE MONTH IN WHICH THE ACTION GIVING RISE TO THE LIABILITY FIRST AROSE. Some States do not allow the exclusion or limitation of certain damages, so the above limitation or exclusion may not apply to You. Indemnity
You agree to indemnify and hold Merci Registry, its suppliers, and service providers, and their officers, members, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including reasonable attorneys’ and expert witnesses’ fees) incurred or arising from: (a) any content provided, stored, sold or otherwise distributed by You or generated by users of Your Registry, (b) any claims arising from the sale or license of goods or services in Your Registry, or (c) any breach of this Agreement or the documents it incorporates by reference. Merci Registry’, its suppliers’ and service providers’ indemnity rights shall not be limited or offset by any contributory negligence by Merci Registry. Merci Registry reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Merci Registry’s defense of such claim.

Customer Data, Your Data & Privacy Policy
As between Merci Registry and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Registry to browse or shop ("Customer Data"), and (b) You ("Your Data"). Merci Registry treats all personal information collected through the Merci Registry Site as provided in our Privacy Policy, which is incorporated herein by reference and as it may be amended from time to time.

You must establish and agree to post, maintain and adhere to a privacy policy for your Registry that informs Your customers what personal information is collected, how it is used, the effective date of Your privacy policy and how Your customers can learn of changes to Your Registry’s privacy policy and otherwise complies with applicable laws and regulations.

You agree to prominently include within Your Registry’s posted privacy policy a statement notifying Your customers that Your Registry is hosted by Merci Registry and that Merci Registry, including its service providers, parent entity and affiliates, have access to aggregated information related to Your Registry customers in order for Merci Registry to analyze performance and make improvements to Merci Registry’s Services and products. You may not use Your customer information to send unsolicited commercial messages (spam) or otherwise in violation of any law, statute, ordinance or regulation.

Customer Data, Your Data & Privacy Policy
As between Merci Registry and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Registry to browse or shop ("Customer Data"), and (b) You ("Your Data"). Merci Registry treats all personal information collected through the Merci Registry Site as provided in our Privacy Policy, which is incorporated herein by reference and as it may be amended from time to time.

You must establish and agree to post, maintain and adhere to a privacy policy for your Registry that informs Your customers what personal information is collected, how it is used, the effective date of Your privacy policy and how Your customers can learn of changes to Your Registry’s privacy policy and otherwise complies with applicable laws and regulations.

You agree to prominently include within Your Registry’s posted privacy policy a statement notifying Your customers that Your Registry is hosted by Merci Registry and that Merci Registry, including its service providers, parent entity and affiliates, have access to aggregated information related to Your Registry customers in order for Merci Registry to analyze performance and make improvements to Merci Registry’s Services and products. You may not use Your customer information to send unsolicited commercial messages (spam) or otherwise in violation of any law, statute, ordinance or regulation.

Breach
Without limiting other remedies, Merci Registry may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Your account or Your Registry, in whole or in part, and refuse to provide some or all of the Software functionality or Services to You if: (a) You fail to pay any fees in accordance with Section 6 of this Agreement; (b) You breach this Agreement or the documents it incorporates by reference in any other manner; (c) Merci Registry is unable to verify or authenticate any information You provide to Merci Registry; or (d) Merci Registry believes that Your actions may harm, cause financial loss or legal liability for You, Your Registry customers, Merci Registry or Merci Registry’s users or affiliates.

Suspension
At the discretion of Merci Registry Merci Registry may suspend Your account or any part of Your account by deactivating any access by You or by Your customers to any information contained on the Merci Registry Servers related to Your account while maintaining the information and data related to Your account upon the Merci Registry Servers. Suspension may include the disabling of Your Registry and/or any access to information or data related to Your account. In the event of any such suspension, You will be notified and given ten (10) days to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.

Termination
This Agreement may be terminated by Merci Registry either (a) immediately if you breach any provision of this Agreement, or (b) after a period of suspension as set forth in Section 12.1 of this Agreement. You may terminate this Agreement via the Merci Registry Site or via the PayPal site or other electronic payment vendor site.

Entire Agreement
This Agreement, together with the agreements and policies that are incorporated herein by reference, sets forth the entire understanding and agreement between You and Merci Registry with respect to the subject matter hereof.

Effective Date: June 01, 2011





MERCIREGISTRY.COM - Terms of Service.

This Terms of Service Agreement (the "Agreement") governs Your use of merciregistry.com (the "Site") and any services made available to You by Merci Registry, LLC (hereinafter, "Merci Registry", "We", "Us" or "Our") on or through the Site (the "Services"). For purposes of this Agreement, "You" means the person using the Site or the Services or, if You are using the Site or Services on behalf of Your company (or another entity), then "You" means Your company (or such other entity), its officers, members, agents, successors and assigns.

Effective Date: June 01, 2011

Scope of the Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE OR THE SERVICES. YOUR USE OF THE SITE OR THE SERVICES CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THE SITE OR THE SERVICES. IF YOU ORDER ANY PRODUCT OR SERVICE PROVIDED BY MERCI REGISTRY THROUGH THE SITE, THEN ACCEPTANCE BY MERCI REGISTRY IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO THIS AGREEMENT.

Merci Registry is always looking for ways to improve the Site and the Services and, as a result, may amend this Agreement at any time by posting an amended Agreement on the Site. Any amended Agreement shall automatically be effective on the date that it is initially posted on the Site. By using the Site or the Services, You agree to be bound by the current form of this Agreement. It is Your responsibility to return to this Agreement from time to time to review the most current Agreement. Merci Registry does not and will not assume any obligation to notify You of changes to this Agreement. The current Agreement will supersede any prior communications or agreement with respect to the Site or the Services, unless such agreement expressly states that it is not superseded by this Agreement.

Services Available on the Site

Users of the Site, who simply browse the Site ("Guests"), may be able to view products and information, request information and engage in certain services on the Site. Users of merciregistry.com, who enter into a separate User Agreement with Us ("Merchants"), may be able to (a) use Merci Registry’s systems and networks to create and customize an online store ("Registry") that permits Merchants to post information about their products and offer such products for sale through the Registry; (b) receive hosting services from Us, and (c) engage in certain other services on or through merciregistry.com. Guests and Merchants may be collectively referred to herein as "Users".

Except as expressly provided in a separate User Agreement between You and Merci Registry, Merci Registry reserves the right, for any reason, in its sole discretion, to terminate, change, upgrade, suspend or discontinue any aspect of the Site or the Services, including, but not limited to, content, features, hours of availability or equipment required for access. We may also impose limits on certain features of the Site or Services, or restrict Your access to part or all of the Site or Services without notice to You or penalty to Us.

Proprietary Rights and License

The Site, all the content (including, for example, audio, photographs, illustrations, graphics, video and software), code, data, works of authorship and materials thereon, the look and feel, design and organization of the Site, and the compilation of the material on the Site (collectively, the "Content") are protected by U.S. and international copyright, trademark and other laws. Merci Registry and its licensors own, solely and exclusively, all rights, title and interest in and to the Site, the Content, including, but not limited to, all intellectual property and proprietary rights therein. Your use of the Site and/or the Content does not grant to You any ownership of any Content You may access on the Site.

The trademarks, logos, service marks and trade names (collectively, the "Trademarks") displayed on the Site or in connection with the Content made available through the Site are registered and unregistered Trademarks of Merci Registry and its licensors and may not be used except with written permission of the respective Trademark owner. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Merci Registry or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Site or on or through any of the Site’s services is strictly prohibited.

Merci Registry grants You a limited, revocable, nonexclusive, non-transferable, personal license to access, display and copy the Content for personal, non-commercial use only, subject to and conditioned on Your continued compliance with the terms and conditions in this Agreement. This license is granted solely to allow You to visit and display the Site and to use the Services as permitted by this Agreement. You agree not to remove, alter or obscure any proprietary notices provided in or with the Content. All rights not expressly granted in this Agreement are reserved.

User Accounts

Users, who create an account on the Site, agree to the following terms and conditions with regard to their account:

Users, who create or administer an account on the Site for another person or entity, agree to the following terms and conditions with regard to the account:

To the extent that You post or otherwise provide Merci Registry with content, including photographs, audio, text, graphics or other works of authorship, on or through the Site or Your account, You grant to Merci Registry a non-exclusive, fully paid up, royalty free, irrevocable, unlimited, worldwide license to reproduce, display, perform, use and create derivative works from such content, unless otherwise provided in the User Agreement.

Merci Registry’s Rights

Merci Registry reserves the following rights:

You agree that the foregoing are rights of, but not obligations of, Merci Registry and that Merci Registry may, but is not obligated to exercise any of these rights.

Prohibited Uses

You may use the Site and the Services only for lawful purposes. You may not transmit, post, store, distribute, display or present any information, software, data, file or material in violation of any applicable law or regulation. You may not use the Site or the Services to facilitate, or otherwise assist others in, the violation of any law or regulation.

You are solely responsible for ensuring that materials transmitted, posted, stored, distributed, displayed or presented using the Site or the Services comply with this Agreement and all applicable laws and regulations. Merci Registry does not review, edit, censor or take responsibility for any information that You, or other Users, may create, transmit, post, store, distribute, display or present using the Site or the Services.

You may not use the Site or the Services to:

You may not do any of the following without Merci Registry’s written permission:

  1. Use, copy, republish, upload, distribute, collect, modify, transmit, or post the Content or the Site for commercial purposes.
  2. Modify, remove, delete, augment, add to, publish, transmit, participate in the transfer, rental or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part.
  3. Access or attempt to access the Site or collect or index information provided to Merci Registry using any automated means, such as robots, spiders, scrapers, scripts, harvesting ‘bots, or the similar means or equivalent manual processes. We grant operators of public search engines permission to use spiders and other automated means to collect and copy Content from the Site solely to the extent necessary to create publicly available searchable indices of such Content, excluding caching or archiving such Content. Merci Registry reserves the right to revoke this permission at any time either generally or in specific cases.
  4. Solicit, trace or otherwise collect any information from Users.
  5. Frame or use framing techniques to enclose the Site or any part thereof.
  6. Use any metatags or any other "hidden text" using any Trademarks of Merci Registry.
  7. Reverse engineer, decompile or otherwise extract source code provided on or through the Site or the Services.

In addition to any remedies that Merci Registry may have at law or in equity, if Merci Registry reasonably determines that You have violated or are likely to violate the foregoing prohibitions, Merci Registry may take any action it reasonably deems necessary to cure or prevent the violation, including, without limitation, the immediate removal of materials that violate the foregoing prohibitions from the Site. Merci Registry may cooperate with any law enforcement authorities or court order or subpoena or third party requesting or directing Merci Registry to disclose the identity of anyone posting such materials.

Restricted Activities for Electronic Payment Vendors

Users should be aware some payments may be processed through PayPal or other electronic payment vendors. These vendors may not process payments for certain activities. You should not use the Site or these vendors to conduct any illegal or other prohibited activities. If You have a question as to whether a payment will be accepted, then we encourage You to check the policies of the applicable vendor.

Your relationship with the electronic payment vendors is separate from Your relationship with Merci Registry and is governed by the terms and conditions contained in such vendor’s agreement. Such terms and conditions are available at the respective vendor’s website.

Submissions and Privacy

In the event that You submit or post any ideas, creative suggestions, photographs, information, advertisements, data or proposals, including ideas for new or improved products, services, features, technologies or promotions, You expressly agree that such submissions will automatically be treated as non-confidential and non-proprietary and will become the sole property of Merci Registry without any compensation or credit to You whatsoever. Merci Registry and its affiliates shall have no obligations with respect to such submissions or posts and may use the ideas contained in such submissions or posts for any purpose in any medium in perpetuity, including, but not limited to, developing, manufacturing and marketing products and services using such ideas.

Merci Registry agrees to treat Your personal information in accordance with the terms of our then-current Privacy Policy, which is incorporated into this Agreement by reference. You agree to Our use of Your personal information in accordance with such Privacy Policy.

Forums and Promotions

The Site may provide certain areas for Users to communicate with other Users, including through blogs, chat rooms, online communities and the like (the "Forums"). Merci Registry does not endorse the content in the Forums and specifically disclaims any responsibility or liability to any person or entity for any loss, damage, injury, claim, liability or other cause of any kind or character based upon or resulting from any material, content or other communication provided through a Forum. Merci Registry reserves the right, but is not obligated, to review messages in the Forums and is not responsible for the content of any such messages. Merci Registry also reserves the right, but is not obligated, to delete, edit or remove a message, in whole or in part, posted to a Forum for any reason and to exclude any User from using a Forum. Please be aware that when You post to a Forum, You may be disclosing certain information to others. To protect Your safety, please use Your best judgment when using the Forums and carefully consider the information that You disclose in the Forums. Merci Registry reserves the right to cooperate with any law enforcement, court, third party or government investigation or order requesting or directing Merci Registry to disclose information posted to a Forum, or if Merci Registry decides that such disclosure is in its’ or its customers’ best interests.

We may, from time to time, include contests, promotions, sweepstakes or other activities ("Promotions") that require You to submit material or information concerning Yourself. Please note that all Promotions may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age or geographic location. You are responsible to read all Promotions rules to determine whether or not You are eligible to participate. If You enter any Promotion, You agree to abide by and to comply with all Promotions rules.

Additional terms and conditions may apply to purchases of goods or services on or through the Site, which terms and conditions are made a part of this Agreement by this reference.

Permission Based Communications

You may use Merci Registry’s Services to transmit permission-based (opt-in) communications for purposes of marketing Your goods and services, provided that You otherwise comply with the standards set out in this Agreement, the Merci Registry’s Privacy Policy and all applicable laws including, but not limited to, the CAN-SPAM Act. All marketing conducted using Merci Registry’s Services must be permission (opt-in) based. You must keep adequate and verifiable records to prove that Your marketing is strictly permission-based. In addition, should You purchase mailing lists or other types of data that are to be used to contact third parties via Merci Registry’s Services, You must verify that the lists have been compiled on a strict "opt-in" basis.

In addition to the above, all permission-based communications sent using Merci Registry’s Services must include the following (and You are required to take the corresponding actions set forth below):

You are solely responsible for the transmission of all such permission-based communications related to Your Registry and Your use of the Services. Merci Registry reserves the right to suspend or terminate Services to You and Your Registry in the event Merci Registry receives, in its sole and exclusive discretion, an excessive number of complaints related to Your permission-based communications, whether such complaints are made by parties whom "opt-in" or otherwise.

Copyright and Trademark Infringement Copyrights

Merci Registry respects the intellectual property rights of others and expects Users to do so as well. If You believe that Your copyrighted work has been copied or posted on or through the Site or Services in a way that constitutes copyright infringement, then You may send a written notice to our Designated Agent that contains the following:

  1. A description of the copyrighted work that You believe has been infringed;
  2. A description of what the allegedly infringing work is;
  3. A description of the location where the allegedly infringing work is located on the Site;
  4. An address and telephone number where You can be contacted, including an email address if possible;
  5. A statement that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
  6. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; and
  7. A statement, made under penalty of perjury, that the above information in the notice is accurate and that the signatory is the copyright owner or is authorized to act on behalf of the copyright owner.
Trademarks

Merci Registry also takes trademark rights seriously and will investigate reasonable trademark issues that are brought to its attention. Please keep in mind, however, that trademark rights are territorial and more than one party can own a trademark in different territories. More than one party may also use a trademark on sufficiently different goods or services. If You believe that a trademark that You own has been infringed on or through the Site or the Services, then You may send a notice to our Designated Agent that includes the following:

  1. Sufficient information to identify the trademark that was allegedly infringed;
  2. Your ownership rights in such trademark, including the territories in which You have rights or registrations;
  3. Information as to the goods and services on which You use the trademark and the length of time You have been using the trademark on each of the identified goods and services;
  4. A statement of Your basis for why Your trademark rights have been infringed, including a description of the allegedly infringing trademark and the goods and services on which it is used;
  5. The location of the allegedly infringing material on the Site;
  6. Your contact information, including address, telephone number and email address; and
  7. A statement, made under penalty of perjury, that the above information in the notice is accurate and that the signatory is the trademark owner or is authorized to act on behalf of the trademark owner.
False Claims and Other Things To Note

You may be liable for damages if You materially misrepresent that Your intellectual property rights have been violated, for instance if the alleged infringement is a fair use of Your copyright or trademark. Therefore, if You are not sure whether or not Your intellectual property rights have been infringed, please contact an attorney before contacting Merci Registry.

Merci Registry may provide a copy of Your notice or counter notice to the other parties concerned and may also provide it to third parties, including posting any communications in place of the disabled content.

Merci Registry will not act as an arbiter of disputes, but it reserves the right to remove any material or to disable access of anyone who violates this Agreement.

Violations of This Agreement and Termination

YOUR USE OF THE SITE OR SERVICES MAY NOT VIOLATE ANY OF THE PROVISIONS IN THIS AGREEMENT. MERCI REGISTRY MAY SUSPEND OR TERMINATE YOUR ACCOUNT OR SERVICES AND/OR REMOVE (TO THE EXTENT POSSIBLE) ANY MATERIALS, IF IT DETERMINES, IN ITS SOLE AND EXCLUSIVE DISCRETION, THAT YOU HAVE ENGAGED IN ANY ACTIVITY THAT VIOLATES THIS AGREEMENT.

Except as set forth in Section K Merci Registry will not intervene or become involved in any disputes between You and a third party, including, but not limited to, end users of Your Registry. Consequently, Merci Registry reserves the right, in its sole and exclusive discretion, to suspend or terminate Services to You upon receipt of any third party complaint that You have engaged in any activity that violates this Agreement, that may otherwise subject Merci Registry to liability for any reason, or that may cause Merci Registry to incur legal fees or other expenses.

Subject to the terms and conditions of the User Agreement, Merci Registry may suspend and terminate Your use of the Site or Services without notice to You and end users of Your Registry for breach of this Agreement. Merci Registry may also report Your activities to federal and/or state law enforcement agencies.

Without limiting its other remedies, Merci Registry may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate this Agreement and Your access to the Site or the Services and Your account(s) if You fail to comply with any term or condition of this Agreement. Merci Registry may take such actions without providing You prior notice and at its sole discretion. Upon the occurrence of such a violation, You agree to terminate access to the Site and Services. Upon termination, those provisions of this Agreement that expressly or by their nature survive will continue in full force and effect.

United States Export Laws and Use Outside of the United States

United States export control laws govern Your use of Merci Registry’s Services. These laws apply to You and Your use of Merci Registry’s Services regardless of whether You actually reside in the United States.

You may not use the Site or the Services for any purpose that violates export control laws, which may include the sale of products that may be legal to sell in the United States, but illegal to export. You may not use the Site or the Services to offer or provide services through Your Registry to end users with whom United States citizens may not do business.

Additional information about United States export laws may be obtained from the United States government’s portal to exporting and trade services at http://www.export.gov/exportcontrols.html.

We control and operate the Site from our offices in the United States of America. We do not represent that Content on the Site or the Services are applicable, appropriate or available for use in locations outside the United States. Persons who choose to access the Site from locations outside of the United States do so on their own initiative, and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Linking to the Site

You may link to the Site as long as you (a) link to the full version of an HTML formatted page of the Site; (b) not link directly to any image hosted on the Site, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another website; and (c) not link from any other website to the Site in any manner such that the Site, or any page of the Site, is "framed," surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Site be discontinued, and to revoke Your right to link to the Site from any other website at any time.

Indemnification

To the maximum extent permitted by law, You agree to indemnify and hold harmless Merci Registry, its affiliates, members, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees), arising out of or related in any way to (1) Your use of the Site and Services, (2) Your submission, posting, transmittal, display, storage, distribution, removal or any other use of any User Information, Content and/or any other materials or content, (3) Your violation of this Agreement, (4) Your violation of any law or regulation, or violation of any proprietary or privacy right, (5) Your violation of any third party intellectual property right, including, without limitation, copyright, patent, trademark or trade secret; or (6) any claim that Your User Information or submission of any other information or content by You caused damage to a third party. This indemnification obligation will survive this Agreement and Your use of the Site and Services. Merci Registry reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Merci Registry’s defense of such claim.

Third Party Websites

You may be able to link from the Site to third party webSite and third party webSite may link to the Site ("Linked Site"). You acknowledge and agree that Merci Registry has no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Site, even if they are owned or run by Our affiliates. Links to Linked Site do not constitute an endorsement or sponsorship by Us of such webSite or the information, content, products, services, advertising, code or other materials presented on or through such webSite. Merci Registry disclaims any liability for links (1) from another website to the Site and (2) to another website from the Site. Merci Registry cannot guarantee the standards of any website to which links are provided on the Site and Merci Registry will not be held responsible for the contents of such webSite, or any subsequent links. Merci Registry does not represent or warrant that the contents of any third party website are accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Merci Registry is not responsible for any transmission received from any Linked Site. Any reliance on the contents of a third party website is done at Your own risk and You assume all responsibilities and consequences resulting from such reliance.

Disclaimer of Warranties

YOU AGREE TO ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE SERVICES AND THE CONTENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER MERCI REGISTRY NOR ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS, LICENSORS OR LICENSEES ("RELATED PARTIES") MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICES OR THE CONTENT. NEITHER MERCI REGISTRY NOR ANY RELATED PARTIES ENDORSE OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE SITE, THE SERVICES OR ANY CONTENT OR THAT THE SITE, THE SERVICES OR ANY CONTENT IS NON-DEFAMATORY, NON-INFRINGING OR OTHERWISE LAWFUL. NEITHER MERCI REGISTRY NOR ANY RELATED PARTIES WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE, THE SERVICES OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE, THE SERVICES OR THE CONTENT WILL BE CORRECTED. NEITHER MERCI REGISTRY NOR ANY RELATED PARTIES GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING WILL BE FREE FROM INFECTION BY SOFTWARE VIRUSES OR OTHER HARMFUL COMPUTER CODE, FILES OR PROGRAMS. THE SITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS," "WHERE IS, " "WHERE AVAILABLE" AND "AS AVAILABLE" BASIS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON OR USE OF THE SITE, THE SERVICES AND THE CONTENT IS AT YOUR SOLE RISK.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to You.

Limitation of Liability

IN NO EVENT WILL MERCI REGISTRY OR ANY RELATED PARTY BE LIABLE TO ANY PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, ANY WEBSITE LINKED TO THE SITE, OR THE CONTENT OR SERVICES CONTAINED OR ACCESSED THROUGH SUCH SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT MERCI REGISTRY OR A RELATED PARTY IS AWARE OF OR OF ADVISED THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES OR THE CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE, THE SERVICES OR THE CONTENT.

YOU SPECIFICALLY AGREE THAT MERCI REGISTRY WILL NOT BE LIABLE FOR ANY USERS’ CONTENT OR DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT YOU ASSUME THE FULL RISK OF HARM OR DAMAGE FROM THE FOREGOING.

Some jurisdictions do not allow the limitation of liability for certain damages so the above limitation of liability may not apply to You.

Governing Law; Exclusive Jurisdiction

This Agreement and the relationship between You and Merci Registry shall be governed by the laws of the State of Utah, without regard to its conflict of law provisions. You agree that any cause of action that may arise under this Agreement or in connection with Your use of the Site will be commenced and be heard only in the appropriate court having jurisdiction over Salt Lake City, Utah. You hereby consent to the exclusive personal jurisdiction of and venue in such courts. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

Your Representations and Warranties

By using the Site, the Services or the Content You represent and warrant that:

Limitations on Claims

Any cause of action You may have with respect to Your use of the Site or the Services must be commenced within one (1) year after the claim or cause of action arises.

Entire Agreement and Assignment

This Agreement together with all policies and agreements referenced herein constitutes the entire agreement between Merci Registry and You with respect to the Site, the Services and the Content, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and Merci Registry with respect to the Site, the Services and the Content, unless an agreement specifically provides that it is not superseded by this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

You may not assign this Agreement or any part of this Agreement without the express written consent of Merci Registry. You agree that Merci Registry may assign this Agreement or any part of this Agreement at any time and for any reason without Your consent.

Our Policy Concerning Children

The Site and the Services are not intended for use by children. If You are under 18 years of age, You may use the Site or the Services only with the involvement and permission of Your parent or guardian.

Notice for California Users

This notice is for California users of the Site: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (914) 445-1254 or (800) 952-5210.