Terms and Conditions
Last updated: November 13, 2020
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
- Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- Account means a unique account created for You to access our Service or parts of our Service.
- Country refers to: New York, United States
- Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
- Merlon means Merlon Intelligence, Inc., 7 West 18th St., Fifth Floor New York, NY 10011 United States.
- Order Form means a short form contract You enter into in order to request and order Service and/or Subscriptions from Merlon or from the Partner. The Order Form will be provided by Merlon or the Partner.
- Partner means a business partner of Merlon that entered into a reselling or other applicable agreement with Merlon and holds a licence that allows it to further resell the Service to You.
- Provider means Merlon or Partner, as applicable (referred to as either "We", "Us" or "Our" in this Agreement) depending on who you entered into Order Form with.
- Service means the services provided to You either directly by Merlon or by the Partner (in which case Merlon is in the position of Partner's sub-provider) the Company as these are described and provided on the Website.
- Subscriptions refer to the services or access to the Service offered on a subscription basis by the Provider to You.
- Free Trial refers to a limited period of time during which You can use the Services for free after first opening an Account.
- Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form, together with the Merlon's Order form, the entire agreement between You and Merlon regarding the use of the Service in case You requested the Service directly from Merlon on Merlon's Order Form. In case You requested the Service from the Partner on Partner's Order form, these Terms together with Partner's Order Form, constitutes the entire agreement between You and the Partner.
- Website refers to Merlon's website, accessible at https://merlon.ai/
- You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Provider. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription or ordering the Subscription through our Order form.
At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it at least 30 calendar days before the end of then-current Subscription period.
You may cancel Your Subscription renewal either through the Admin Settings page or by contacting the Provider.
You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
You shall provide the Provider with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
Should automatic billing fail to occur for any reason, the Provider will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. In case you do not pay the applicable fees within the due date, the Provider may suspend the Service.
Unless otherwise stated, the Subscription fees, as well as any other fees which may be payable by You, do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonised, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (“Taxes”).
The Provider, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.
The Provider will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
Certain refund requests for Subscriptions may be considered by the Provider on a case-by-case basis and granted at the sole discretion of the Provider.
The Provider may, at its sole discretion, offer a Subscription with a Free trial for a limited period of time.
You may be required to enter Your billing information in order to sign up for the Free trial.
If You do enter Your billing information when signing up for a Free Trial, You will not be charged by the Provider until the Free trial has expired.
At any time and without notice, the Provider reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free trial offer.
When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Using our Services
You must follow any policies made available to you within the Services.
Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies, if You do not pay any applicable fees within the due date or if we are investigating suspected misconduct. You may use our Service only for reasons that are in compliance with all applicable laws and regulations. The Provider may suspend your use of the Service in any case of Provider's suspicion in its sole discretion that Your use of the Service is not compliant with applicable laws and regulations. In case your misuse of our Service causes any damage or loss, You are liable for all such damage or loss to full extent and the Provider shall have no liability whatsoever for Your misuse of the Service. Any data that You have provided to Merlon while using the Service may be deleted 30 days after Your use of Service has been suspended.
Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
The Service and its original content (excluding content provided by You or other users), features and functionality are and will remain the exclusive property of Merlon and its licensors.
The Service is protected by copyright, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Merlon.
By using Our Service and accepting these Terms, You give Merlon Your consent to use Your company name and/or company logo for promotional purposes that may include (but may not be limited to) using the company name and/or logo on the Website or in promotional materials of Merlon or the Partner.
Privacy and Copyright Protection
Merlon’s privacy policies explain how we treat your personal data and protect your privacy when You use Our Services.
We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.
We provide information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights in connection with our Service and want to notify us, please contact us at firstname.lastname@example.org
Your Feedback to Us
You assign all rights, title and interest in any feedback You provide the Provider. If for any reason such assignment is ineffective, You agree to grant the Provider a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such feedback without restriction.
In case that You (your employees or other direct users of the Service) notice or suspect any unethical behavior in connection with the Service, You may contact Merlon by using the Anonymous Contact Form.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Provider.
The Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Provider 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 the use of or reliance on any such content, goods or services available on or through any such third-party web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Modifying and Terminating our Services
We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
You can stop using our Services at any time. The Provider does not guarantee it will preserve access to your data after you stop using our Service. If you decide to stop using the Service prior to the end of Your Subscription period, You will not receive any refund of the fees paid for that Subscription period,
The Provider may also stop providing Services to You, or add or create new limits to our Services at any time.
We believe that you own Your data and preserving Your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.
Limitation of Liability
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE LIABILITY OF THE PROVIDER AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS TERMS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU THROUGH THE SERVICE OR 100 USD IF YOU HAVEN'T PURCHASED ANYTHING THROUGH THE SERVICE.
IN CASE OF ANY FINES OR OTHER PENALTIES THAT YOU MIGHT RECEIVE FROM YOUR REGULATOR OR OTHER AUTHORITY OR OFFICE IN CONNECTION WITH USING OUR SERVICE, THE PROVIDER SHALL IN NO EVENT BE LIABLE FOR AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU FOR SUCH FINE OR PENALTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE SERVICE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS TERMS), EVEN IF THE PROVIDER OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE STATES, EACH PARTY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Provider, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Provider provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Provider nor any of the Provider's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Provider are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Merlon will provide You with customer service in relation to the Service (even in case you have ordered the Service from the Partner). Even though Merlon's goal is to provide email or help desk support within a couple of hours at the latest, Merlon makes no guarantee on the time period before support is provided.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.
In case of any discrepancies between these Terms and the Order form, the Order form shall prevail. If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Provider. In case that an amicable resolution of a dispute is not possible, the courts of the Country shall have an exclusive jurisdiction to resolve any such dispute.
United States Federal Government End Use Provisions
If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability, Waiver and Assignment
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
The Partner may at any time assign to Merlon the agreement formed by these Terms between You and the Partner in which case such assignment will not result in deterioration of Your rights.The Partner shall notify You about such assignment and the assignment shall be effective as of Your receipt of Partner's notice.
These Terms may have been translated if We have made them available to You on our Service.
You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
Merlon reserves the right, at its sole discretion, to modify or replace these Terms at any time. In such case these Terms will to the same extent change... If a revision is material Merlon will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms, You can contact us:
- By email: email@example.com or at an email address provided to You by the Partner