RemoteRated: TERMS AND CONDITIONS
Please read these Terms carefully to ensure that you understand each provision. You acknowledge that, as further detailed below, by agreeing to these Terms, you are agreeing that:
- You may use the Merico Services only as set forth in these Terms;
- The Merico Services are provided “as-is” and “as-available;”
- you are waiving a right to trial by jury or to participate in a class action and agreeing to the mandatory individual arbitration and class action/jury trial waiver provision included herein that requires the use of arbitration on an individual basis to resolve disputes; and
- Merico reserves the right to modify these Terms and may provide notice of these changes as described below.
- The Merico Services
These Terms are a contract between you and Merico. You must read and agree to these Terms before using the Merico Services. If you do not agree to the terms and conditions of these Terms, you do not have our permission to use the Merico Services. You may use the Merico Services only if you can form a binding contract with Merico, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Merico Services by anyone under eighteen (18) years of age is strictly prohibited and in violation of these Terms. The Merico Services are not available to any Users previously removed from the Merico Services by Merico.
- Limited License.
Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Merico Services as permitted by the features of the Merico Services. Merico reserves all rights not expressly granted herein in the Merico Services and the Merico Content (as defined below). Merico may terminate this license at any time for any reason or no reason.
- Merico Accounts.
To access the services and functionality of the Merico Services that we may establish and maintain from time to time, you may be required to register for one or more accounts for each of the Merico Services (collectively, the “Merico Accounts”). We may maintain different types of Merico Accounts for different types of Users. If you open a Merico Account on behalf of a company, organization, or other entity, then: (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. By connecting to the Merico Services with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s Merico Accounts without permission from Merico and the other User. When creating your Merico Accounts, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Merico Accounts, and you must keep your passwords for your Merico Accounts secure. We encourage you to use “strong” passwords (passwords that use a combination of uppercase and lowercase letters, numbers and symbols) with your Merico Accounts. You must notify Merico immediately of any breach of security or unauthorized access or use of your Merico Accounts. Merico will not be liable for any losses caused by any unauthorized access or use of your Merico Accounts.
You may control your User profile and how you interact with the Merico Services by changing the settings in your settings page. By providing Merico your email address you consent to our using the email address to send you notices related to the Merico Services, including any notices required by law, in lieu of communication by postal mail. With your consent, we may also use your email address to send you other messages, such as changes to features of the Merico Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences at any time in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
- Administrative Accounts.
Merico may offer administrative Merico Accounts (“Administrative Accounts”) that can exercise certain options to initially determine the level of access, privacy, and security for other, related Merico Accounts. Administrative Accounts may also have the ability to disable other, related Merico Accounts for any reason or no reason. Administrator Accounts must comply in all respects with all terms and conditions applicable to Merico Accounts generally.
- Merico Services Rules.
- Disputes with other Users.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Merico shall have no liability for your interactions with other Users, or for any User’s action or inaction, including, without limitation, any disabling of your Merico Account by an Administrative Account.
- Third Party Systems and Services Access by Merico.
You may choose to allow Merico to retrieve data from third-party systems or services on your behalf. You hereby represent and warrant that you have the permission, authority, and rights to allow Merico to access such systems and services and you hereby grant Merico permission to access such systems and services and retrieve your data therefrom (such data, “Your Data”). Merico disclaims any and all liability associated with accessing and retrieving Your Data from such systems and services on your behalf. In order to connect the Merico Services with any third-party service, you hereby designate Merico as your agent and attorney-in-fact in connection with such service and further authorize Merico to: (a) store Your Data relating to such service on the Merico Services; (b) access such third-party service using any credentials or other materials you provide us; (c) gather and export from such third-party service any of Your Data as reasonably necessary for us to provide the Merico Services to you; and (d) otherwise take any action in connection with such service as is reasonably necessary for us to provide the Merico Services to you. If at any time you do not have the right and authority to allow Merico automatic access to such systems or services, then you hereby agree to notify Merico and to immediately disable such functionality within your Merico Accounts.
- Third-Party Links and Information on the Merico Services.
- Changes to the Merico Services.
We may, without prior notice: (a) change the Merico Services; (b) stop providing the Merico Services or features of the Merico Services, to you or to Users generally; or (c) create usage limits for the Merico Services. We may permanently or temporarily terminate or suspend your access to the Merico Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
- User Submissions
Some areas of the Merico Services allow Users to import, submit, provide, or otherwise make available content such as code, data (including, but not limited to, Your Data), text, materials, content or other information (any such materials a User submits, provides, or otherwise makes available on the Merico Services is referred to as “User Submissions”).
For the purposes of these Terms, “Intellectual Property Rights” means any and all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Submissions, you affirm, represent and warrant the following:
- You have obtained and are solely responsible for obtaining all permissions, authorizations, rights and consents as may be required by law to import, submit, provide, or otherwise make available any of your User Submissions.
- Your User Submissions and Merico’s use thereof as contemplated by these Terms and the Merico Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- Merico may exercise the rights to your User Submissions granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
Merico takes no responsibility and assumes no liability for any User Submissions that you or any other User submits, provides or otherwise makes available over the Merico Services. You shall be solely responsible for your User Submissions and the consequences of importing it, submitting it, providing it, or otherwise making it available on the Merico Services, and you agree that we are only acting as a passive conduit for your online distribution of your User Submissions.
- Our Proprietary Rights
Except for your User Submissions, the Merico Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Submissions belonging to other Users (the “Merico Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Merico and its licensors (including other Users who submit, post, or otherwise make available User Submissions to the Merico Services). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Merico Content. Use of the Merico Content for any purpose not expressly permitted by these Terms is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Merico Services and Merico’s products and services, including without limitation about how to improve the Merico Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Merico under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Merico does not waive any rights to use similar or related ideas previously known to Merico, or developed by its employees, or obtained from sources other than you.
- Paid Features of the Merico Services
- Fees. We may charge you fees (“Fees”) for your access and use of the Merico Services. You agree to pay any and all Fees specified in an ordering document or online order for your access and use of the Merico Services (“Ordering Document”). For the most current information about our pricing and payment, please review our Pricing and Payment Terms, which are incorporated by reference herein. Merico may add new services for additional fees and charges and add or amend fees and charges for existing services, at any time in its sole discretion. If we add or amend our Fees, we will update our Pricing and Payment Terms. Any change to our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms; provided however that if we have offered a specific duration and Fees for your use of the Merico Services, we agree that the Fees will remain in force for that duration.
- Subscription Services. Merico may make the Merico Services available on an automatically renewing subscription basis (such services, the “Subscription Services”). Merico will identify any Subscription Services to you prior to submitting your order for the applicable Subscription Services. The following terms shall apply to any and all Subscription Services made available by Merico:
- Automatic Billing and Policies. YOUR SUBSCRIPTION TO ANY OF MERICO’S SUBSCRIPTOIN SERVICES WILL AUTOMATICALLY RENEW AT THE END OF YOUR SUBSCRIPTION TERM IDENTIFIED IN YOUR ORDERING DOCUMENT FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION TO THE SUBSCRIPTION SERVICES IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 4.2.2 OF THESE TERMS. When you purchase or otherwise enroll in Subscription Services, you expressly acknowledge and agree that: (1) Merico and its third-party payment processors are authorized to charge you at the beginning of each Subscription Term the Fees identified in an Ordering Document, any applicable taxes, and any other charges you may incur in connection with your use of the Subscription Services, subject to adjustment as described in Section 4.1 of these Terms, for as long as your subscription continues; and (2) your subscription is continuous until you cancel it or the Subscription Services are suspended, discontinued or terminated in accordance with these Terms. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in your subscription plan, changes in Fees in accordance with these Terms, and changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.
- Cancellation. To cancel the Subscription Services, you must notify us before the start of the next Subscription Term using the appropriate functionalities of the Subscription Services or by contacting us at [Insert Contact Email].
- No Refunds. You may cancel your Merico Accounts or the Subscription Services at your sole discretion; however, Merico does not grant refunds for cancellation and you acknowledge and agree that you will not be refunded any Fees for your cancellation of your Merico Accounts or the Subscription Services. In the event that Merico suspends or terminates your Merico Accounts or the Subscription Services for your breach of these Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Subscription Services, any content or data associated with your Merico Accounts, or for anything else.
- Payment Information; Taxes. We or our third-party payment processors will charge your Fees and any other charges you may incur to the payment method you provide when you register for your Merico Accounts or you identify in an Ordering Document. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Merico Accounts must be accurate, complete, and current. You may change your payment method by using the features and functionality of your Merico Accounts or by notifying us at [Insert Contact Email]. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Merico Services at the prices in effect when such charges are incurred. If we are unsuccessful in charging your payment method and have still not received payment within seven (7) days, we may (without notice and liability to you) suspend or temporarily disable all or part of your access to the Merico Services and we shall be under no obligation to provide any or all of the Merico Services while the Fees concerned remain unpaid. This does not affect any other rights and remedies available to us. You will pay any and all applicable taxes, if any, relating to any such payments of Fees, purchases, transactions or other monetary transactions.
- Payments to You. Unless otherwise agreed by the parties in writing, Merico shall remit payments due to you hereunder no later than thirty (30) days after the end of each calendar month in which the applicable fees are received. Payment shall be in the form you select when you register for the Merico Services, or as subsequently updated as permitted by the Merico Services. Payments shall only be made in those months in which the amount due to you totals at least $___. Unpaid amounts due shall accrue until the next month in which the amount due is at least $___. Merico reserves the right to withhold payment or charge back to your Merico Accounts any amounts otherwise due to us under these Terms or amounts due to any breach of these Terms by you, pending Merico’s reasonable investigation of such breach. Merico also reserves the right to withhold payment or charge back to your Merico Accounts any amounts subject to dispute, such as in the case of credit card charge backs, pending successful resolution of the dispute. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your Merico Accounts, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Merico Services. If you dispute any payment made hereunder, you must notify Merico in writing within thirty (30) days of such payment or from when you purport such payment would have been due, whichever is earlier. Failure to so notify Merico shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Merico. No other measurements or statistics of any kind shall be accepted by Merico or have any effect under these Terms and you shall have no audit rights hereunder. We may withhold any taxes or other amounts from payments due to you as required by law.