MerchantCircle Terms of Service

Thank you for using MerchantCircle’s innovative platform for connecting consumers and businesses. This website, www.merchantcircle.com (the “Website”) is owned and operated by WYBS, Inc., a wholly-owned subsidiary of Reply! Inc. (“MerchantCircle,” “We” or “Us”).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE REGISTERING FOR OR USING THE WEBSITE OR THE SERVICE (AS DEFINED BELOW). IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, THEN DO NOT ACCESS OR USE THE WEBSITE OR SERVICE. BY VIEWING OR USING ALL OR ANY PART OF THE WEBSITE, ACCESSING AND USING THE SERVICE, DOWNLOADING ANY MATERIALS OR BY COMPLETING THE REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY US AT ANY TIME, EFFECTIVE WHEN POSTED ON THE WEBSITE. YOUR CONTINUED USE AFTER SUCH NOTICE WILL CONSTITUTE ACCEPTANCE BY YOU OF SUCH CHANGES.

For information regarding how we treat personal information of our users, please see MerchantCircle’s privacy policy, which is hereby incorporated by reference into these Terms of Service.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, lists or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not MerchantCircle, are entirely responsible for all Content that you upload, post or otherwise transmit via the Service. Except as otherwise provided herein, MerchantCircle does not control the Content posted by users via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content, including but not limited to business endorsements and commentary. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable.

Prohibited Conduct. You agree to not use the Service to:

• Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, distributive of unsolicited advertising, hateful, harmful to minors in any way, or racially, ethnically or otherwise objectionable;
• Impersonate any person or entity, including, but not limited to, a MerchantCircle official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
• Upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• Upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• Upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• Use the site to promote products and services that are competitive to the Service;
• Keyword spam or to otherwise attempt to manipulate search results;
• Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
• Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
• “Stalk” or otherwise harass another individual or merchant;
• Collect or store personal data about users, whether individual or merchant (including for the purposes of advertising to or soliciting any MerchantCircle user to buy or sell any products or services) other than customers who willingly provide such information in order to explore bona fide business opportunities or connections.
• Create or submit unwanted email or messaging (“spam”) to any other MerchantCircle user, including without limitation any Customer Lead (as defined below).
• Seek to enforce any copyright on any deal, coupon, or offer created on MerchantCircle.
• Agree not to modify any hyperlinks and other offers comprising the Service (e.g. hyperlinks provided in connection with MerchantCircle’s RSS feeds) from the original form in which such hyperlinks and other offers are generally made available by MerchantCircle.
• Use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Website or otherwise via the Service. Further, you may not use any such automated means to manipulate the Website or the Service or attempt to exceed the limited authorization and access granted to you under these Terms of Service or disrupt the Service or any other user’s use of the Service. You may not resell use of, or access to, the Service to any third party.

Please use common courtesy when posting Content. By uploading, submitting or otherwise disclosing or distributing Content of any kind, including without limitation business ratings or reviews, through the Service, you:

1. Represent and warrant to MerchantCircle that you own or otherwise control all rights to such Content and that disclosure and use of such Content by MerchantCircle (including without limitation, publishing such Content on the Website) will not infringe or violate the rights of any third party;
2. Grant to MerchantCircle, its affiliates and their assignees a perpetual, irrevocable, non-exclusive, royalty-free right to use, publish, reproduce, display, perform, adapt, modify, copy, edit, distribute, make derivative works of and otherwise exploit such Content in any form for the purpose of providing the Services, including without limitation, any concepts, ideas or know-how embodied therein;
3. Agree to waive any claim related to the inclusion, placement, exclusion, or removal of any coupon or promotional details on the Website;
4. Acknowledge that the Content may not be treated confidentially and agree not to provide MerchantCircle with any confidential or proprietary information that you desire or are required to keep secret.
5. Acknowledge that although MerchantCircle does not pre-screen Content, MerchantCircle and its designees shall have the right (but not the obligation) to remove or block access to any Content that is available via the Service or on the Website in our sole discretion, without informing you.
6. Expressly authorize MerchantCircle to use your name or screen name associated with the Content.

You agree to defend, indemnify and hold harmless MerchantCircle and each of its parent company, subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, and employees, from and against any and all claims, damages, demands, forfeitures, judgments, obligations, fines, losses, liabilities, penalties, costs or debt of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation reasonable costs and expenses (including but not limited to attorney’s fees) arising from a) your Content, b) your use of the Service or Website or products purchased through the Service, c) your connection to the Service; or alleging facts or circumstances constituting d) any breach by you of these Terms of Service, e) any infringement or misappropriation by you of any third party’s patent, trademarks, copyrights, trade secrets or other intellectual property rights; f) any violation by you of any third party’s privacy rights; or f) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.

NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service.

MerchantCircle reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that MerchantCircle shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. If you have purchased products or services and MerchantCircle terminates those products and services prior to completion and without notice, as your sole remedy MerchantCircle shall issue you a pro-rata refund for that unused portion of the products or services that were so terminated.

You agree that MerchantCircle, in its sole discretion, may terminate your account, password, business listing, use of the Service or use of any other Website, and remove and discard any Content within the Service, for any or no reason, including without limitation for lack of use or if MerchantCircle believes that you have violated or acted inconsistently with the letter or spirit of the Terms. MerchantCircle may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that MerchantCircle may immediately terminate your account and delete your business listing and all related information and files and bar any further access to such files or the Service. Further, you agree that MerchantCircle shall not be liable to you or any third-party for any termination of your access to the Service.

MerchantCircle runs advertisements and promotions on the Website. By creating or claiming a business listing, you agree that MerchantCircle has the right to run advertisements and promotions on your business listing. The manner, mode, placement and extent of advertising by MerchantCircle on your business listing are subject to change in the sole discretion of MerchantCircle.

AdDollars are MerchantCircle’s way of thanking Business Account holders and rewarding you for the time and energy you spend using our services.

1. AdDollars can be used to discount purchases of products and services. You earn AdDollars with each invitation you send that is accepted. You also earn AdDollars by publishing blog posts and newsletters. The premium service packages give you opportunities to advertise your business on other places like Yahoo and Google.
2. MerchantCircle AdDollars are earned through behavior on the Website and have no cash value or other independent economic value.
3. You agree not to abuse AdDollars privileges through conduct which is detrimental to MerchantCircle, including without limitation attempting to earn AdDollars through illegitimate means such as purchasing or redemption fraud, or tampering with AdDollars award links. You understand and agree that such behavior may result in MerchantCircle terminating your account and that termination of your account will also terminate your ability to redeem and earn AdDollars. You understand and agree that termination of your MerchantCircle account will result in the cancellation of all AdDollars you may have earned.
4. MerchantCircle reserves the right to adjust your AdDollars balance with award reversals for transactions not completed or cancelled. AdDollars may be spent only on rewards offered through MerchantCircle at the time of redemption.
5. AdDollars will be subtracted from your account once the redemption order is placed by you and captured by the MerchantCircle system. Once used to claim a reward, AdDollars will not be reinstated to your account. The number of AdDollars required to redeem for a reward are subject to change at any time without notice.
6. You acknowledge and agree that you may only participate in Ad Dollars if and to the extent that such participation is permitted by applicable laws, rules, and regulations.

1. Business Account holders may use the sale, promotion, or the coupon features (together “Deals”) to provide consumers with Deals through the Service. If you use the Deals features you represent and warrant that you have authority to offer any Deals and promise to honor the terms of the Deals as they are presented to the consumer through the Service.
2. DealStore. Dealstore allows premium Business Account holders to obtain extended exposure for Deals. The amount and cost of extended exposure shall be determined by the premium account package you select at the time you create or upgrade your Business Account.
3. Your correspondence or business dealings with, or participation in promotions of, merchants or advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You agree that MerchantCircle shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service. Without limitation of other representations, warrants, and indemnities elsewhere within these Terms, you specifically agree to indemnify MerchantCircle against any claims by users of the Service that the terms of a coupon or other offered deal were not honored.

1. SEM Packages. MerchantCircle SEM packages are comprised of a monthly service that creates and manages keyword ad campaigns on major search engines. All SEM packages currently include the following features: building local merchant networks, change incorrect information, being listed in MerchantCircle city, zip, and category directories, uploading image and videos, creating coupons from a selection of templates and advertising on MerchantCircle listing pages. MerchantCircle reserves the right to modify these features at any time subject to the notice requirements set forth herein.
2. Billing and Cancellation. Except as otherwise provided for by these Terms of Service, you agree to maintain service with MerchantCircle for the minimum term (currently 90 days). After that, you will become a month‾to‾month customer. You can cancel your SEM package any time after the minimum term upon delivery of 30 day’s notice. All cancellation requests must be submitted online through the MerchantCircle Dashboard.

1. The Instant Website product is available to Business Account users. You agree and understand that the Instant Website product is an extension of your MerchantCircle listing page and is comprised of one or more domain names, website pages, hosting, and basic performance statistics reflecting performance of each website.
2. Domain Name Usage and Ownership. You understand agree that domain names for Instant Websites are purchased on a your behalf by MerchantCircle, who gives the you unlimited usage to the domain as provided herein in conjunction with the “Instant Website” product for as a long as you remain a customer. You explicitly acknowledge and agree that MerchantCircle is the registered owner on record of each domain name and makes possible your ongoing usage of the domain name for the duration of the your subscription period. Without limiting the foregoing, you are fully responsible for making sure the domain name chosen do not violate any existing trademarks or other third party intellectual property rights.
3. BILLING & CANCELLATION
1. You agree to a pay monthly usage fee agreed to at the time of purchase for usage of each “Instant Website” product. This usage fee gives you ongoing usage of and access to the domain name, Instant Website, and performance statistics.
2. You may cancel your “Instant Website” product at any time after the first 6 months and you understand and agree that cancelling your Instant Website product forfeits usage of domain name(s), existing Content, and website design as well as the individual pages (of the website) to MerchantCircle. Cancelled Instant Websites will revert back to MerchantCircle’s control and will remain MerchantCircle property. You may request MerchantCircle to transfer a domain name provisioned for the Instant Website product to you for a one-time transfer fee of $199.

LeadStore allows Business Account users to conveniently purchase customer leads. Your use of the LeadStore is subject to the following:

1. LeadStore Access. You will have access to the LeadStore for the express and sole purpose of purchasing Leads. You will access the LeadStore through a web-based account management tool that will provide the ability to view, search, and purchase leads, a summary of purchased Leads, your account balance and payment history, and other information associated with your account. MerchantCircle hereby grants you a limited, non-exclusive license to use the LeadStore for the purchase of data or information collected through an online form and generated through online marketing activities that conform with the guidelines included herein (“Leads”). You represent and warrant that you are at least 18 years old, that you have the full power and authority to enter into this Agreement on behalf of yourself or your company, and that any of your employees, agents, representatives, or any person or entity acting on your behalf with respect to buying Leads through the LeadStore will be bound by this Agreement.
2. Delivery. MerchantCircle will send a copy of each Lead to the email address associated with your account, however MerchantCircle makes no guarantees that you will receive that notice and as a result you agree to periodically review the account management tool for the receipt of new Leads.
3. Ownership Rights. You, or a designated individual from your entity (“Designate”) may contact these Leads purchased through the LeadStore. You may not redistribute or re-sell the Leads to any third party under any circumstances. Violation of this provision will be grounds for immediate termination of your Leadstore account and you agree that MerchantCircle may:
1. immediately terminate your Leadstore account;
2. withhold any or all credit balance associated with your Leadstore account at the time of the violation;
3. collect liquidated damages of $2500 per incident for any knowing or willful violation of this Section; such liquidated damages are not a penalty and are a reasonable estimate of the potential loss to MerchantCircle; and
4. pursue all other remedies under law available to MerchantCircle.
4. Licensing. You represent and warrant that you and any of your Designates comply with all federal, state, and local licensing requirements that govern individuals or companies that would be responding to the type of Lead you have purchased.
5. Lead Generation Guidelines. Leads will be generated from individuals (in their personal capacity or on behalf of a company) who complete an online or mobile form that captures contact information and details about the information being requested. Lead Sellers are the individuals or companies that undertake specific marketing activities to generate the Leads. Lead Sellers generally are required to agree to abide by the following Lead Generation Guidelines:
1. Self-Generation. Information contained in Leads will be submitted directly by an individual through a form that is owned and operated by the Lead Seller or through a form that is owned and operated by MerchantCircle or its affiliates and provided to the Lead Seller for the express purpose of generating Leads.
2. Data Integrity. Leads will include only information that has been input by the individual that completed the online form. MerchantCircle will use commercially reasonable efforts to verify the accuracy of certain consumer information, such as the name and phone number, but makes no guarantee that the data is accurate.
3. Duplicate Leads. Duplicate Leads sent to MerchantCircle within thirty (30) days of each other will be rejected by the LeadStore. A “Duplicate Lead” means a Lead presented to the LeadStore that was generated by the same individual who is making the same request as another Lead that had been presented to the LeadStore in the previous thirty (30) days. MerchantCircle has no control as to whether Leads purchased through the LeadStore have been received by you through other sources previous to and/or subsequent to the purchase of the Lead through the LeadStore. MerchantCircle has no control as to whether Leads purchased through the Leads Store may have also contacted other businesses through other means or submitted Leads via other Leads services to other companies.
4. Incentivized Leads. Leads generated by misleading the consumer or by providing the consumer a reason to believe that they will receive a prize, gift, payment or pecuniary benefit of any kind in exchange for completing a lead form are prohibited.
5. Compliance with Applicable Laws. Lead Sellers represent and warrant that they have complied with all applicable laws regarding their collection and sale of the Leads and that they have the right to sell the Leads. However, MerchantCircle cannot ensure the practices of the Lead Sellers and MerchantCircle makes no guarantee that the Lead Sellers have complied with all of the laws and licensing requirements with respect to collecting and/or selling Leads. MerchantCircle will, however, take appropriate action within MerchantCircle’s full discretion, including termination of the relationship, against any Lead Seller that violates this provision.
6. Payments.
1. Payments. You will pay MerchantCircle for all Leads that you purchase through the LeadStore based on the price associated with each Lead as established at the time of purchase. Your credit card will be charged at the time of the Lead purchase through the LeadStore. Leads that are purchased will not be made available to you until a successful payment has been received by MerchantCircle.
2. Collections. To the extent that MerchantCircle must engage a collection agency or initiate legal proceedings to collect any amounts owed to MerchantCircle (whether paid through credit card or, you agree to pay for all costs (including legal fees) associated with the collection of the amount owed.
3. Payment Information. To ensure proper and timely payment, you agree to maintain with MerchantCircle an accurate address, other contact information, and credit card information (as applicable) at all times.
7. Termination. Either you or MerchantCircle may terminate your Leadstore account, with or without cause, immediately upon delivery of written notice to the other party. MerchantCircle will cease sending lead notification emails to you within 30 days of a termination request being received.

The Local Directory product allows Business Account users to easily list or update their business information in numerous local directories from the convenience of their MerchantCircle dashboards. By selecting the Local Directory product you agree to promptly pay the one-time fee in effect at the time of your purchase. You understand and agree that you may not purchase the Local Directory product for any business for which you are not an owner or an authorized employee.

To qualify for the Promotion, Company must be a new paying customer and: (a) purchase a qualifying “We Buy Your Next Yellow Pages” promotional package for one year and remain a customer in good standing for at least twelve (12) months; (b) create a MerchantCircle business listing through the process provided on the MerchantCircle website (“Listing”); (c) provide a detailed description of Company’s business; (d) upload a minimum of three (3) images upon creating Company’s Listing ; (e) associate a minimum of (3) three tags with Company’s Listing, (f) provide additional information necessary to generate paid advertisements as defined during the enrollment process; and (g) use the MerchantCircle network to invite a minimum of five (5) other valid merchants, as defined by providing a valid email address for five (5) unique local businesses, to connect with Company. Further, for each month for a period of twelve (12) months from the date Company creates its Listing, Company must: (w) log into its MerchantCircle account; (x) write and publish a minimum of one (1) entry on its MerchantCircle blog; (y) write and send a newsletter to at least 20 recipients and (z) upload a minimum of one (1) image or coupon to Company’s Listing.

The Service may provide, or third parties may provide, links to other websites or resources. Because MerchantCircle has no control over such sites and resources, you acknowledge and agree that MerchantCircle is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that MerchantCircle shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

1. MERCHANTCIRCLE PROPRIETARY RIGHTS
2. You agree that all content and materials delivered by third parties via the Service or otherwise made available by MerchantCircle may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by MerchantCircle in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Systematic retrieval of data or other content from MerchantCircle’s website to create or compile, directly or indirectly, a collection, database or directory without written permission from MerchantCircle is prohibited.
3. Reproducing, copying or distributing any content, materials or design elements on the MerchantCircle website for any other purpose is strictly prohibited without the express prior written permission of MerchantCircle. Use of the content or materials for any purpose not expressly permitted in these Terms of Service is prohibited. Any rights not expressly granted herein are expressly reserved by MerchantCircle.
4. You acknowledge and agree that the Service and any necessary software used in connection with the Service (“software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. MerchantCircle grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by MerchantCircle for use in accessing the Service.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MERCHANTCIRCLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. MERCHANTCIRCLE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT 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.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MERCHANTCIRCLE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

IN NO EVENT SHALL MERCHANTCIRLE (OR ITS AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) AMOUNTS IN THE AGGREGATE GREATER THAN TEN DOLLARS ($10), EVEN IF MERCHANTCIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 20 AND 21 MAY NOT APPLY TO YOU.

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on the Service.

MerchantCircle respects the intellectual property rights of others and we ask our users to do the same. Please see our copyright policy at http://www.merchantcircle.com/corporate/copyright.html.

The information on the Website and Service may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies or omissions will be corrected. We reserve the right to refuse to fill any orders that you may place based on information on Service that may contain errors or inaccuracies, including, without limitation, errors, inaccuracies or out-of-date information regarding pricing, shipping, payment terms, or return policies.

These Terms of Service constitute the entire agreement between you and MerchantCircle with respect to the matters described herein and govern your use of the Service, superseding any prior agreements between you and MerchantCircle (including, but not limited to, any prior versions of the Terms of Service).

These Terms of Service and the Service contemplated hereunder are personal to you, and are not assignable, transferable or sublicensable by you except with MerchantCircle’s prior written consent. MerchantCircle may assign, transfer or delegate any of its rights and obligations hereunder without consent. You also may be subject to additional terms and conditions that may apply when you use affiliate or other MerchantCircle services, third-party content or third-party software.

The Terms and the relationship between you and MerchantCircle shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and MerchantCircle agree to submit to the personal and exclusive jurisdiction of the courts located within Contra Costa County, California.

The Service is provided from the United States of America and all servers that make it available reside in the U.S.A. The laws of other countries may differ regarding the access and use of the Service. We make no representations regarding the legality of this Website or the Service in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.

The failure of MerchantCircle to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

If any provision of the Terms of Service 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 the Terms remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.

Please report any violations of the Terms to us at tosviolation@merchantcircle.com

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