NOTE: YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT.
By using the mercurr.com web site (“Service”), all services of mercurr subsidies of mercurr SAS, a French entreprise (“mercurr“), you are agreeing to be bound by the following terms and conditions (“Terms of Service”). Please read these Terms carefully before You enter the Website. In these Terms, “You” or “Your” means any person or entity using the Site. Unless otherwise stated, “We” or “Our” will refer collectively to mercurr and its subsidiaries, affiliates, directors, officers, employees, agents and contractors.
mercurr reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: https://www.mercurr.com/terms
Violation of any of the terms below will result in the termination of your Account. While mercurr prohibits such conduct and Content on the Service, you understand and agree that mercurr cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.
Should You object to any of the Terms or any subsequent modifications thereto, or become dissatisfied with the Site in any way, Your only recourse is to immediately discontinue use of the Site. mercurr has the right, but is not obligated, to strictly enforce the Terms through self-help, community moderation, active investigation, litigation and prosecution.
1. USE OF SITE, SERVICES AND CONTENT.
– You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
– You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
– You are responsible for maintaining the security of your account and password. mercurr cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
– mercurr will use commercially reasonable efforts to make the Services available on a 24 hours a day, 7 days a week, and 365 days a year basis, subject to Section 23 below and to downtime for maintenance purposes.
– mercurr may from time to time modify the Services and add, change, or delete features of the Services in its sole discretion, without notice to you. Your continued use of the Service after any such changes to the Service constitutes your acceptance of these changes. mercurr will use commercially reasonable efforts to post information on the Site regarding material changes to the Services.
– The contents of the Site, such as text, graphics, images, logos, user interfaces, visual interfaces, photographs, button icons, software, trademarks, sounds, music, artwork and computer code, and other mercurr content (collectively, “mercurr Content“), are protected under both French and foreign copyright, trademark and other laws. All mercurr Content is the property of mercurr or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of mercurr and is protected by French and foreign copyright, trademark, and other laws. Unauthorized use of the mercurr Content may violate these laws, and is strictly prohibited. You must retain all copyright, trademark, service mark and other proprietary notices contained in the original mercurr Content on any authorized copy You make of the mercurr Content.
– You agree not to sell or modify the mercurr Content or reproduce, display, publicly perform, distribute, or otherwise use the mercurr Content in any way for any public or commercial purpose, in connection with products or services that are not those of the Site, in any other manner that is likely to cause confusion among consumers, that disparages or discredits mercurr or its licensors, that dilutes the strength of mercurr’s or its licensor’s property, or that otherwise infringes mercurr’s or its licensor’s intellectual property rights. You further agree to in no other way misuse mercurr Content that appears on this Site. Any code that mercurr creates to generate or display any mercurr Content or the pages making up the Website is also protected by mercurr’s copyright and You may not copy or adapt such code.
2. SITE RESTRICTIONS.
You may not use the Site in order to transmit, post, distribute, store or destroy material, including without limitation, the mercurr Content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, (c) that is defamatory, obscene, threatening, abusive or hateful, or (d) that is in furtherance of criminal, fraudulent, or other unlawful activity. You are also prohibited from violating or attempting to violate the security of the Site and Services, including without limitation, the following activities: (a) accessing or attempting to access data not intended for You or logging into a server or account which You are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user of the Site or Services, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; or (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil and/or criminal liability.
3. SPECIFIC PROHIBITED USES.
The mercurr Content and other features of the Site may be used only for lawful purposes. mercurr specifically prohibits any other use of the Site, and You agree not to do any of the following: (a) use the Site for any purpose other than as a platform for connecting businesses and Local Experts, including but not limited to using the information in the Website to sell or promote any products or services; (b) post or submit to the Website any incomplete, false or inaccurate biographical information or information which is not Your own; (c) post on the Website any franchise, pyramid scheme or “club membership”; (d) send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of products or services to any other user(s) of the Website; (e) delete or revise any material posted by any other person or entity; (f) take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure; (g) notwithstanding anything to the contrary contained herein, use or attempt to use any engine, software, tool, agent or other automatic device, program, algorithm, methodology or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents available from mercurr on the Website and other than through generally available third party web browsers (e.g., Google Chrome, Internet Explorer, Firefox, Safari); (h) decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Website; or (i) aggregate, copy or duplicate in any manner any of the mercurr Content or information available from the Website, without express written consent from mercurr .
5. ACCOUNT REGISTRATION.
– Certain features or services offered on or through the Site to users or Local Experts may require you to open a user or Local Experts account (“Local Experts Account”) (including setting up a user ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please email us firstname.lastname@example.org . You agree to notify mercurr immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by mercurr or any other user of or visitor to the Site due to someone else using your mercurr ID, password or account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s mercurr ID, password or account at any time without the express permission and consent of the holder of that mercurr ID, password or account. mercurr cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. mercurr may verify Local Experts Accounts to confirm that such accounts meet mercurr’s minimum requirements to be an Local Experts, as the same may be modified or amended from time to time, and may assign an administrator to such verified Local Experts Account.
– To eligible to use the Site and the Services, you must meet the following criteria and represent and warrant that you: (i) are at least 18 years of age; (ii) are not currently restricted from the Site or Services, and are not otherwise prohibited from having an mercurr account, (iii) are not a competitor of mercurr or are not using the Site or Services for reasons that are in competition with mercurr, (iv) will only maintain one mercurr account at any given time, (v) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are bound, (vi) will not violate any rights of mercurr, including intellectual property rights such as copyright and trademark rights, and (vii) agree to provide at your cost all equipment, software and internet access necessary to use the Site or Services.
7. USER CONTENT AND SUBMISSIONS.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other materials submitted, posted or displayed by You on or through the Website (“User Content”) is the sole responsibility of the person from which such User Content originated. mercurr claims no ownership or control over any User Content. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any User Content You submit, post or display on or through mercurr and You are responsible for protecting those rights, as appropriate. By submitting, posting or displaying User Content on or through mercurr You grant mercurr a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through mercurr. In addition, by submitting, posting or displaying User Content which is intended to be available to the general public, You grant mercurr a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of promoting mercurr Services. mercurr will discontinue this licensed use within a commercially reasonable period after such User Content is removed from the Site. mercurr reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion.
You also represent and warrant that You have the right to grant, or that the holder of any rights has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license stated above. If You post User Content in any public area of the Website, You also permit any user of the Website to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on the Website retains any and all rights that may exist in such User Content.
mercurr does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or endorse any opinions expressed by users of the Website. You acknowledge that any reliance on material posted by other users will be at Your own risk.
The following is a partial list of User Content that is prohibited on the Website. Prohibited Content includes, but is not limited to, Content that: is implicitly or explicitly offensive, such as User Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual; harasses, incites harassment or advocates harassment of any group or individual; involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes or endorses an illegal or unauthorized copy of another person’s copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files; contains restricted or password only access pages, or hidden pages or images; displays or links to pornographic, indecent or sexually explicit material of any kind; provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18; or provides instructional information about illegal activities or other activities prohibited by these Terms and Conditions, including without limitation, making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating any media; and/or solicits passwords or personal identifying information from other users.
It is your responsibility to keep your mercurr profile information accurate and updated.
8. USER-TO-USER COMMUNICATIONS AND SHARING (ENDORSEMENT, REVIEWS, UPDATES, LOCAL EXPERTS PAGES, ETC.).
mercurr offers various functionnality such as Endorsement, Reviews, and Updates, where you can post your observations and comments on Local Experts Page. mercurr also enables sharing of information by allowing users to post updates, including links to news articles and other information such as product recommendations, job opportunities, and other content to their profile and other parts of the Site, such as Local Experts Pages. mercurr members can create Local Experts Pages for free; however, mercurr may close or transfer Local Experts Pages, or remove content from them if the content violates these Terms or others’ intellectual property rights. To create a mercurr Local Experts Page, the Local Experts must be a company or legal entity that meets mercurr’s minimum requirements for an Local Experts, and you must have the authority to create the Local Experts Page on behalf of the third party Local Experts.
9. COPYRIGHT INFRINGMENT.
a) If you are a copyright owner or an agent thereof and believe that any User Content infringes upon your copyrights, you may submit a notification pursuant to email@example.com. You should send the
– Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
– Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
– Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
– A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
– A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
– A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please send your Notice to mercurr’s designated Copyright Agent, as follows: mercurr SAS, 45 rue Sedaine, 75011 Paris, France.
For clarity, only Copyright Infrigment Notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to: firstname.lastname@example.org . You acknowledge that if you fail to comply with all of the requirements of this Section, your Copyright Ingrigment may not be valid.
Upon receipt of a Notice, mercurr will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site and/or termination of the User’s account in appropriate circumstances. Please note that a Complainant may be liable for damages (including costs and attorneys’ fees) if he or she knowingly makes a material misrepresentation that content is infringing.
b) Copyright notice of alleged infringement
Please include in the Counter Notice:
– Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
– A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
– Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of Europe, for any judicial district in which mercurr may be found, and that you will accept service of process from the person who provided notification.
– Your physical or electronic signature.
Deliver this Counter Notice mercurr’s Designated Copyright Agent:
mercurr SAS, 45 rue Sedaine, 75011 Paris, France.
c) mercurr has no obligation to adjudicate claims of infringement – each user’s agreement to hold mercurr harmless from claims. Claimants, Counterclaimants, and users understand that mercurr is not an intellectual property tribunal. While mercurr may, in its discretion, use the information provided in a Copyright Ingrigment Notice and Counter Notice in order to decide how to respond to infringement claims, mercurr is not responsible for determining the merits of such claims. If a Counterclaimant responds to a claim of infringement by providing a Counter Notice, the Counterclaimant agrees that if mercurr restores or maintains the content, the Counterclaimant will defend and hold mercurr harmless from any resulting claims of infringement against mercurr.
10. ADVERTISEMENTS AND OTHER POTENTIAL SOURCES OF REVENUE.
Some of the Services may now or in the future be supported by advertising revenue, pay-per-click mechanisms, or other funding, and the Site may display advertisements and promotions. These advertisements may be targeted to the content of information stored via the Site, queries made through the Services, or other criteria. The manner, mode and extent of advertising on the Site are subject to change without specific notice to you. In consideration for mercurr granting you access to and use of the Site and the Services, you agree that the mercurr may place such advertising on the Site and/or incorporate such advertisements into the Services.
The site and its content and the services are provided “as is” and mercurr makes no representations or warranties of any kind, either express or implied, about the images or site including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permissible under applicable law. mercurr does not warrant that access to the site or its contents or the services will be uninterrupted or error-free, that defects will be corrected, or that this site or the servers that make it available are free of viruses or other harmful components. mercurr does not warrant or make any representations regarding the use or the results of the use of any content on the site in terms of its correctness, accuracy, reliability, or otherwise. Accordingly, you acknowledge that your use of the site is at your own risk. You (and not mercurr) assume the entire cost of all necessary servicing, repair, or correction resulting from computer malfunction, viruses or the like. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
12. LIMITATION ON LIABILITY.
Neither mercurr, nor its licensors, representatives, affiliates, employees, shareholders or directors (collectively, “mercurr Affiliates”), shall be cumulatively responsible or liable for any damages of any kind including, without limitation, lost business, profits or data (or the cost to recreate such data), direct, indirect, incidental, consequential, compensatory, exemplary, special or punitive damages that may result from Your access to or use of Website, the mercurr Content, or the Services, or any content or other materials on, accessed through or downloaded from the Site. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and the fees herein reflects such allocation. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy, whether your claim is based in contract, tort, statute or any other legal theory, and whether we knew or should have known about the possibility of such damages; provided, however, that this limitation of liability shall not apply if you have entered into a separate written agreement to purchase Premium Services with a separate Limitation of Liability provision that expressly supersedes this Section in relation to those Premium Services.
In the event that You use the Website, the mercurr Content, or any portion thereof, in any manner not authorized by mercurr or if You otherwise infringe any intellectual property rights or any other rights relating to other users, You agree to indemnify and hold mercurr, its subsidiaries, affiliates, licensors and representatives, harmless against any losses, expenses, costs or damages, including reasonable attorneys’ fees, incurred by them as a result of unauthorized use of the Website or the mercurr Content and/or Your breach or alleged breach of these Terms and Conditions.
14. INTELLECTUAL PROPERTY.
– You agree that mercurr and its licensors own all intellectual property rights in and to the Services, the Site and related Software, including but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith.
– You will not reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. You further agree not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party for such third party’s benefit.
– You may make a single copy of the Downloaded Software for backup purposes only; provided that any such copies contain the same proprietary rights notices that appear on the Downloaded Software. mercurr reserves all rights in the Services and Software not expressly granted to you hereunder. As used herein, “Software” means mercurr’s proprietary software used to deliver the Services, made available to you as part of the Site and/or Services, and all updates and associated documentation thereto made available as a part of the Site or Services pursuant to these Terms, including Downloadable Software. The term “Downloadable Software” means client software downloaded by you from the Site that augments your use of the Site and/or Services, including add-ins, sample code, APIs and ancillary programs.
– mercurr shall have a perpetual, royalty-free, worldwide, and transferable license to use or incorporate into the Site and Services any suggestions, ideas, enhancements, feedback, or other information provided by you related to the Site or Services.
– mercurr may derive and compile aggregated and/or analytical information from your usage of the Site and Services. Such aggregated data and metadata may be used for mercurr’s own purposes without restriction, including, but not limited to, using such data in conjunction with data from other sources to improve mercurr’s products and services and to create new products.
15. THIRD PARTY SOFTWARE AND FEATURES; MERCURR APPLICATIONS.
– mercurr may make software from third-party companies available to You. To download such software, You may be required to agree to the respective software licenses and/or warranties of such third-party software. Each software product is subject to the individual company’s terms and conditions, and the agreement will be between You and the respective company. This means that mercurr does not guarantee that any software You download will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses. mercurr does not offer any warranty on any third-party software You download using the Site. Further, the Site and/or Service may contain features, functionality and information that are provided through or by third-party content, software, websites, and/or system (“Third Party Materials”). Your use and access of these features and functionality are subject to the terms published or otherwise made available by the third-party providers of Third Party Materials. mercurr has no responsibility for any Third-Party Materials, and you irrevocably waive any claim against mercurr with respect to such Third-Party Materials.
– mercurr may also offer the Services through applications built using mercurr’s platform (“mercurr Applications”), including smart phone applications, “Share” and other similar buttons and other interactive plugins distributed on websites across the Internet. mercurr Applications are distinct from Third-Party Materials and applications address in Section 14(a), above. If you use an mercurr application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing mercurr plugins that load in your browser may be communicated to us. You acknowledge that you are responsible for all charges and necessary permissions related to accessing mercurr through your mobile access provider. You should therefore check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices. Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.
16. DISPUTE RESOLUTION.
These Terms and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of France and Europe, regardless of your country of origin or where you access mercurr, and notwithstanding any conflicts of law principles. You and mercurr agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in Paris, France, except as otherwise mutually agreed in writing by the parties or as described in the Arbitration option in Section 15(b), below. You and mercurr agree to submit to the personal jurisdiction of the courts located within Paris, France, for the purpose of litigating all such claims. Notwithstanding the foregoing, you agree that mercurr shall still be allowed to seek injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
You agree that any dispute, claim or controversy arising hereunder or relating in any way to the Terms, shall be settled by binding arbitration at Paris, France, in accordance with the commercial arbitration rules of « Le tribunal du commerce » of Paris. The arbitrator shall issue a written decision specifying the basis for the award made. The party filing a claim or counterclaim in the arbitration proceeding shall pay the deposit(s) determined by « le tribunal du commerce » with respect to such claim or counterclaim. All other costs associated with the arbitration and imposed by « le tribunal de commerce » shall be paid as determined by the arbitrator(s) and, in absence of such determination, equally by each party to the arbitration. In addition, unless the arbitrator awards payment of reasonable attorney and other fees to a party, each party to the arbitration shall be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration. Determinations of the arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator shall apply the substantive law of France and Europe, without giving effect to its conflict of laws rules.
You agree that the following will not be subject to arbitration: (a) any dispute over the validity of any party’s intellectual property rights, and (b) any dispute related to or arising from allegations associated with unauthorized use of the Services.
18. EXPORT CONTROL.
You warrant that you are not a person, company or destination restricted or prohibited by Export Controls (“Restricted Person”). You will not, directly or indirectly, export, re-export, divert, or transfer the Site or Service or any related software, any portion thereof or any materials, items or technology relating to mercurr’s business or related technical data or any direct product thereof to any Restricted Person, or otherwise to any end user and without obtaining the required authorizations from the appropriate governmental entities.
19. CANCELLATION AND TERMINATION.
– You are solely responsible for properly cancelling your account. You can cancel your account at any time by clicking the “Delete Account” link in your acount settings page, or sending an email to email@example.com
– All of your Content will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled.
– If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
– mercurr, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other mercurr service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your Account. mercurr reserves the right to refuse service to anyone for any reason at any time.
20. INDEPENDENT CONTRACTORS.
The parties are and intend to be independent contractors with respect to the Services contemplated hereunder. You agree that neither you nor any of your employees or contractors shall be considered as having an employee status with mercurr. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created.
21. ASSIGNMENT AND DELEGATION.
You may not assign or delegate any rights or obligations under these Terms. Any purported assignment or delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially, without notice to you.
22. OTHER TERMS.