Last Updated on January 20, 2012. Please read them carefully.
These terms and conditions (the "Terms") govern your access to and use of Merjerz's websites, services, and mobile applications that link to or reference these Terms ("Site"). By accessing or using the Site, you are agreeing to these Terms and are concluding a legally binding contract with Merjerz Ltd. ("Merjerz"). Do not access or use the Site if you are unwilling or unable to be bound by the Terms.
"You" and "your" refer to you, as a user of the Site. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. "We", "us", and "our" refer to Merjerz.
"Content" means text, images, graphs, charts, tables, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Site, such as comments, deals, ratings, reviews, insights, rankings, compliments, invitations, check-ins, and messages, as well as, without limitation, information that you display or grant access to in and through your account profile. "User Content" means Content that users allow access to, or submit or transmit to, through, or in connection with the Site. "Merjerz Content" means Content that we create, enable, host, post or otherwise make available in connection with the Site. "Third Party Content" means Content that originates from parties other than Merjerz or its users, which is made available in connection with the Site. "Site Content" means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and Merjerz Content.
CHANGES TO THE TERMS OF SERVIC
We may modify the Terms from time to time, and expect to do so from time to time. When changes are made, the revised version will be available on this webpage, and we will indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms or upon such other date as we in our sole discretion choose. You understand and agree that your continued access to or use of the Site after any posted modification to the Terms indicates your acceptance of the modification.
We may at our discretion translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with Merjerz, and any inconsistencies among the different versions will be resolved in favor of the English version.
USING THE SITE
To access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Site if you are a competitor of ours or if we have previously banned you from the Site or closed your account.
Permission to Use the Site
We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. Likewise, you use the Site and assume the risk of relying on or otherwise using any Content that is incomplete, in accurate, out of date, biased, motivated by self-interest, premised on false assumptions and estimations. You similarly use the Site at your own risk, including the risk that you might be exposed to, and rely on or use Content that has been provided in breach of confidentiality, secrecy, privacy or other requirements and restrictions.
The Site may be modified, updated, interrupted, suspended or temporarily or permanently discontinued at any time without notice or liability.
You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password. If you use a third party account details for logging in (e.g. LinkedIn) we bear no responsibility for the security of the account login details – username and password - held by that party. You are also responsible for all activities that occur in connection with your account whether or not conducted with your agreement, collaboration, cooperation, approval etc. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close or suspend your account at any time for any or no reason. Your account is for your personal, non-commercial use only. In creating it, we ask that you provide complete and accurate information about yourself to bolster your credibility as a contributor to the Site. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other sites, or allow other sites to share information about you with Merjerz.
Communications from Merjerz and other Users
By creating an account, you agree to receive certain communications in connection with the Site. For example, you might receive follow request and responses to your posts from other Users. You may also receive our periodical newsletter by e-mail. We may also contact you regarding your account.
Responsibility for Your Content
You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, completeness, legality or reliability, or any disclosure by you of information in Your Content that makes you or anyone else personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored, endorsed, approved, vetted or reviewed etc by Merjerz. You may expose yourself to liability if, for example, Your Content contains material that is intentionally or otherwise false, misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, confidentiality obligation, contractual limitation, right of publicity, or any other statutory, intellectual property or proprietary right; paints a person in a false light; contains material that is unlawful, including illegal hate speech or pornography, incitement to violence or committing crime; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation. Any and all liability arising in connection with Your Content is borne by you alone.
Our Right to Use Your Content
We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use Your Content for any purpose. You also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Merjerz and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of Your Content.
As between you and Merjerz, you own Your Content. We own the Merjerz Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the Merjerz Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Merjerz Content in whole or in part except as expressly authorized by us in writing. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Merjerz Content are retained by us.
Merjerz and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements, and waive any objection to placing advertisements adjacent to Your Content, including your profile picture, name etc. The manner, mode and extent of such advertising are subject to change without specific notice to you.
ser Content does not reflect the opinion of Merjerz. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you. For example, we may remove a corporation comment, deal or deal insight or other content if we believe it violates our Content Guidelines, or otherwise in our sole discretion it is not worthy or appropriate to be presented on the Merjerz site. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
- Responsibility for Your Content
We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion, and are under no obligation to reveal the identity or other details of another user.
You agree not to, and will not assist, encourage, or enable others to use the Site to:
- Violate these, our, Terms of Service, including the documents referred to herein, such as the Content Guidelines;
- Write fake, false, or defamatory content, trade content writing, compensate someone or be compensated to write or remove a comment or deal;
- Violate any third party's rights, including any breach of privacy or confidentiality, breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contractual, statutory or proprietary right;
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
- Promote a business or other commercial or social venture or event, or otherwise use the Site for commercial purposes, except as expressly permitted by Merjerz;
- Send bulk or mass messaging, or surveys, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Site's search results or any third party website;
- Attempt to manipulate the rankings and rating on this Site;
- Solicit personal information from minors, or submit or transmit pornography; or
- Violate any applicable law.
- You also agree not to, and will not assist, encourage, or enable others to:
- Violate the Terms and any guidelines and policies references herein;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by Merjerz;
- Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or any Site Content;
- Reverse engineer any portion of the Site;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
- Record, process, or mine information about other users;
- Access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;
- Reformat or frame any portion of the Site;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Merjerz's technology infrastructure or otherwise make excessive traffic demands of the Site;
- Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
- Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses");
- Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
- Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content;
- Use, or attempt to use, the Site to manipulate or control any securities in a way that violates any law; or
- A.i. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
- You agree not to, and will not assist, encourage, or enable others to use the Site to:
You represent that you have read and understood our Content Guidelines, which are available on the Site and which may be amended from time to time, at our sole discretion and without notice.
Privacy, Data Storage and Data Processing
Copyright And Trademark Disputes
Corporation logos are displayed on our Site for identification and description purposes, to help users identify precisely the corporation being reviewed or proposed for a deal etc. We do not claim any ownership of any logos except our own. Our use of corporation logos is Fair Use (or nominative use) and permitted in every jurisdiction in which we operate and have a presence. Notwithstanding the foregoing, if you believe that your copyright or trademark is being infringed on the Site, please send us a written notice with the following information:
- Identification of the copyrighted or trademarked work that you claim has been infringed;
- Identification of the allegedly infringing content and its content on the Site, including the URL for the web page including the content;
- A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law;
- A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or authorized to act on the owner's behalf; and
- Your physical or electronic signature, together with your contact information (address, telephone number and email address).
If you create a business owner's account on the Site or purchase advertising from Merjerz, the Merjerz Advertising Terms will apply. In the event of any conflict between the Merjerz Advertising Terms and these Terms, the Merjerz Advertising Terms will prevail.
By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of yours or of third parties, (ii) we are under no obligation of confidentiality, privacy or intellectual property restrictions, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.
The Site may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk. Some of the services made available through the Site are provided in connection with third parties and subject to additional terms as may be provided from time to time, which will be made available on the Site and which are incorporated herein by reference.
You agree to indemnify, defend, and hold Merjerz, its parents, subsidiaries, affiliates, shareholders, any related companies, suppliers, licensors and partners, and the officers, directors, founders, employees, agents and representatives of each of them (collectively, the "Merjerz Entities") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property, confidentiality, contractual, privacy, proprietary, or other right of any person or entity. Merjerz reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter arising in connection with Merjerz without the prior written consent of Merjerz. Merjerz will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF MERJERZ AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS (COLLECTIVELY, THE "MERJERZ ENTITIES"). EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
- THE SITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE MERJERZ ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, RELIABILITY, SAFETY OR SECURITY, OF THE SITE AND SITE CONTENT. ACCORDINGLY, THE MERJERZ ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, COMPLETENESS, OR RELIABILITY OF SITE CONTENT, FOR EXAMPLE, WITHOUT LIMITATION, THE BUSINESS OR DEAL LISTINGS, COMMENTS, RATINGS, COMMENTS, OR REVIEWS.
- THE MERJERZ ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS A CORPORATION OR A DEAL APPEARING ON THE SITE. ACCORDINGLY, THE MERJERZ ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE CORPORATIONS OR DEALS LISTED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
- THE MERJERZ ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY A CORPORATION LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES AS TO THE VIABILITY, VALUE, SUCCESS, PROFITABILITY OR DESIRABILITY OF ANY DEAL OR TRANSACTION PROPOSED ON THE SITE. NO ORAL OR WRITTEN, EXPRESS OR IMPLIED INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE MERJERZ ENTITIES SHALL CREATE AN EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY.
- YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
- THE MERJERZ ENTITIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE MERJERZ ENTITIES IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
- THE MERJERZ ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) MISSED BUSINESS OPPORTUNITIES, OR (vi) LOSS OF INFORMATION OR DATA.
Israeli law governs these Terms, as well as any claim, cause of action or dispute that might arise between you and Merjerz (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY IN CONNECTION WITH THE SITE OR THESE TERMS, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE NATIONAL AND INTERNATIONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF THE COURTS LOCATED WITHIN JERUSALEM, ISRAEL, AND WAIVE ANY AND ALL OBJECTIONS TO SUCH APPLICATION OF LAW, JURISDICTION, AND VENUE.
- We may close your account, suspend your ability to use certain portions of the Site, and/or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information.
- In the event of any termination, whether by you or us, Sections 1, 5, 6, 10, 11, 12, 13, 14 of these Terms will continue in full force and effect, including, without limitation, our right to use Your Content as detailed in Section 5.
- We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.
- We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site, or simply by posting such notices to the Site.
- Except as otherwise stated in Section 10 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
- The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
- Any failure on Merjerz's part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of Merjerz to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
- The Terms are not assignable, transferable or sublicensable by you except with Merjerz's prior written consent, but may be assigned or transferred by us without restriction. Any assignment, transfer or sublicense attempted to be made in violation of the Terms shall be void.
- The section titles in the Terms are for convenience only and have no legal or contractual effect.