Terms And Conditions Of Use and Sale

Last Revised: August 1, 2018

 

  1. Agreement to be Legally Bound by Terms:

This Agreement (the “Agreement”) represents a legally binding, contractual agreement between you (“you”) and Mercku Inc. (referred to as Mercku”, “us”, “our” or “we”).

This Agreement governs your use of any website operated by or on behalf of Mercku from which we link this Agreement(each, a “Website”) as well as your use of any of our products, including without limitation the Mercku Wi-Fi Router (Products).

By using a Website, including without limitation, by using any Website Content (defined below), using a Product, or clicking any button to indicate your acceptance of this Agreement, you are:

  1. representing that you are a resident of USA or Canada (excluding Quebec), and that have reached the legal age of majority in your jurisdiction of residence;
  2. indicating your acceptance of, and agreement to be legally bound by, all of the terms and conditions of this Agreement, as they govern your access to and use of our Websites and any Products, services, materials, or information available on or through a Website;
  3. agreeing to comply with all applicable laws and regulations as they may change from time to time; and
  4. using the Website and any Products for your personal on-commercial use.

IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR OTHERWISE USE THE WEBSITE. We suggest you print a copy of these Terms for your records.

 

  1. Privacy:

Without limiting the generality of this Agreement, your use of a Website and/or any Product is also subject to the terms of the Mercku Privacy Policy (the “Privacy Policy”). Please carefully review our Privacy Policy. When you choose to use a Website, or use a Product, you are agreeing to the collection, use and disclosure of the information you share with Mercku and its affiliates, as explained in this Agreement and ourPrivacy Policy.

 

  1. Modification of this Agreement by Mercku:

Subject to applicable law, we reserve the right, in our sole and absolute discretion, to modify all or any portion of this Agreement, including without limitation, intellectual property, user content, restrictions, and the disclaimers and limitations of liability, at any time without incurring any liability or obligation whatsoever to you or any other person or entity.

If we amend this Agreement, we will post the changes to this Agreement at least thirty (30) days before the amendment comes into effect, and will indicate at the top of this page the date this Agreement was last revised. In addition, if you have registered with us or we are otherwise required to provide you notice under the applicable law, we willprovide you notice using email and/or your mailing address, or any other contact information or other information we have for you in our discretion, and setting out the new clause, or the amended clause and how it read formerly, and the date on which the change will come into effect. You may refuse the amendment and rescind, or cancel your participation without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after the amendment comes into force, using the information in the notice. To the fullest extent permitted by applicable law, your continued access to and/or use of the Site and/or use of any of our Products after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, the terms of this Agreement, as revised.

Please check this Website regularly, so you are familiar with any changes to this Agreement.

You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Websites, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.

 

  1. Providing information to Mercku:

If you provide information to us through a Website or our product, you agree: (i) that you will provide complete and accurate information about yourself. You are solely responsible for the accuracy of all information that you provide to Mercku. In the event that you do not provide accurate information, or Mercku has reasonable grounds to suspect that you have not provided accurate information, Mercku shall have the right, in its sole and absolute discretion, to prevent you from using any of its Websites.

Unless otherwise indicated, all dollar amounts on the Website are in Canadian or U.S. Dollars.

 

  1. Mercku Not Responsible for Errors:

Information (including, but not limited to, information relating to Product descriptions, pricing, colours, promotions, offers, and/or availability) provided by Merckuon a Website are believed to be accurate at the time of publication. Unfortunately, however, there may sometimes be information on aWebsite that contains typographical errors, inaccuracies, or omissions. We reserve the right, in our sole and absolute discretion, to correct any such errors, inaccuracies or omissions if any information on a Website is erroneous or inaccurate at any time without prior notice.

 

  1. Electronic Transmissions:

The transmission of data or information over the internet may not be secure, and is subject to possible loss, interception or alteration. Mercku does not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet, other forms of networks or otherwise while using a Website. In no event will any information you provide on or through a Website be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your knowledge or consent. We ask that you please not send personal or financial information to us using unencrypted e-mail messages. While efforts are made to help ensure that our Websites are suitable for use on a various mobile and other devices, you should take reasonable and appropriate precautions to ensure compatibility of any Website you visit with your specific mobile or other device.

 

  1. Ownership of Websites:

The Website(s) consist of various graphics, texts, icons, buttons, videos, audio and other files, images, designs, texts, trade-marks, brand names, software and other materials (collectively, the “Website Content”) that have been provided by Mercku and/or other individuals or entities. All such Website Content and the intellectual property rights all Products are owned by Mercku and/or the applicable third party. You hereby acknowledge that the Website,the Website Content, and the Products are protected to the fullest extent permitted by applicable law – including, but not limited to, copyright, trade-mark, patent and all other applicable intellectual property and other laws. Your use of a the Website, the Website Content, and/or the Products does not grant or transfer to you any ownership or other rights in the Website, the Website Content, and the intellectual property rights in the Products, and except as expressly provided, nothing herein or within the Website, the Website Content, and the Products shall be construed as conferring on you or any other person or entity any license under any of Mercku’s or any third party’s intellectual property or other rights. Any rights not expressly granted to you in this Agreement are expressly reserved.

You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Website, the Website Content, and/or the Products, in whole or in part, except as expressly authorized by Mercku.

For greater certainty and the avoidance of any doubt, you agree that you will not take any action that is inconsistent with Mercku’s ownership of, or any third party’s ownership of, the Website, the Website Content, and the intellectual property rights in the Products. You are hereby expressly prohibited from removing any proprietary notice of Mercku, or any third party, from any copy of a Website, the Website Content, and/or the Products.

 

  1. Trade-Marks:

Certain names, graphics, logos, icons, designs, words, titles or phrases contained within a Website, the Website Content, and the Products may constitute trade names, registered or unregistered trade-marks or service marks (collectively, “Trade-marks”) of Mercku or other third party individuals or entities.

Trade-marks may be unregistered or registered in the United States, Canada and in other countries, as applicable. All Trade-marks not owned by Mercku are the property of their respective owners, and, where used by Mercku are used under license or with permission. All Trade-marks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trade-marks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited. Nothing contained herein or on a Website, the Website Content, and the Products may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trade-mark(s). You agree that you will not take any actions inconsistent with Mercku’s ownership of, or any third party’s ownership of, the Trade-marks.

If you wish to incorporate any Trade-marks within another site or content, you must contact us and request our written permission, which may be withheld in our sole and absolute discretion.

 

  1. Limited Licenses:
    1. Limited Licenceto use Website: Upon your acceptance of the terms and conditions of this Agreement, you will be permitted to use our Website(s). Subject to the terms and conditions in this Agreement, Mercku hereby grants you a limited, non-sublicenseable, non-assignable, non-exclusive, non-transferable and fully revocable license to use the Website Content for your own personal and non-commercial use (provided all original copyright, trade-mark and other notices are preserved in their original form). This limited license does not include any rights not specifically enumerated herein. You agree that you shall not take or permit any action with respect to a Website or any Website Content that is not expressly authorized under this limited licence. Your limited license to use our Website(s) and the Website Content is automatically revoked upon termination or expiration of this Agreement (whichever occurs first).
    2. Limited Licence to Use Software Embedded in our Products: If you have purchased a Mercku Product, your use of any software embedded in the such Product (“Software”) is governed by this Agreement. You are prohibited from copying or redistributing the Software, including any copying or redistribution of the Software to any other server or location. Subject to your compliance with the Agreement, Mercku grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software for the sole purpose of enabling you to use the Product in the manner permitted by this Agreement, and any documentation provided to you with the Product. The Software is proprietary software of Mercku and its licensors and you agree not to take any action or enter any agreement that would result in any contractual requirement that Mercku or its licensors make available the Software source code to any third party.
    3. UpdatesMercku may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Software (“Updates”). Depending on the nature of the Update, you acknowledge that you may be required to install Updates to continue use of, or access to the full functionality of, the Products and you agree to promptly install such Updates.
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  3. Additional Restrictions:

Without limiting the generality of any other aspect of this Agreement, you agree that you shall not:

  1. use, copy, modify, download or transfer a Website or any Website Content, in whole or in part, except as expressly provided in this Agreement;
  2. reverse engineer, disassemble, decompile, or translate a Website or any Website Content or any Product;
  3. frame or utilize framing techniques to enclose any trademark, logo, or the Website or any Website Content (including images, text, page layout or form);
  4. use any metatags or other “hidden text” using Mercku’s name or trademarks;
  5. attempt to derive the source code of a Website or any Website Content or any Software; (iii) create any derivative work from a Website or any Website Content or any Software; and/or (iv) authorize or assist any third party to do any of the foregoing;
  6. rent, lease, loan, resell, or otherwise distribute a Website or any Website Content;
  7. remove or alter any proprietary notice or legend regarding Mercku’s, or any third party’s, proprietary rights in a Website or any Website Content or any Product or any Software;
  8. use a Website or any Website Content or any Product except in accordance with the terms of this Agreement and all applicable laws and regulations;
  9. use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from Website or any Website Content (except operators of public search engines have revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); and/or
  10. use a Website or any Website Content or any Product: (i) to defraud any third party; (ii) to distribute obscene or other unlawful materials or information; and/or (iii) to disseminate or encourage conduct that could constitute a criminal offence or give rise to any form of liability.
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  2. User Conduct and User Content:

Certain features and/or portions of a Website may permit you to upload, post or otherwise transmit content that you have created (the “User Content”). You hereby agree that you shall not use a Website to upload, post, communicate or otherwise submit or transmit through, or to, a Website any User Content that:

  1. may, in the sole and absolute discretion of Mercku, degrade, tarnish, disparage, or deprecate Mercku, and/or any of its Products or services, including without limitation any Website, and/or the public image or standing in the community of Mercku or any of its affiliates;
  2. is deemed, in the sole and absolute discretion of Mercku to be defamatory, trade libelous, pornographic or obscene;
  3. is deemed, in the sole and absolute discretion of Mercku, to contain, depict, include, discuss or involve, without limitation, any content that is or could be considered inappropriate, unsuitable or offensive, all as determined by Mercku in its sole and absolute discretion;
  4. contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from each such individual and his/her parent/legal guardian if he/she is under the legal age of majority in his/her jurisdiction of residence;
  5. infringes, or might infringe, the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of other persons or entities, or give rise to any claims whatsoever;
  6. contains any viruses, trojan horses, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or
  7. contains (in any format or media) any music, logos, trade-marks or other copyrighted materials (including, but not limited to, photographs, pictures, texts and lyrics) unless you have first obtained all necessary consents and permissions from the owner or owners of such materials.

 

  1. Sharing User Content:

You understand that any User Content you choose to share via a Website may be copied, used, modified, or distributed by any other users. Further, you understand that once your User Content is shared, it cannot always be withdrawn. You assume all risks associated with your User Content – including, but not limited to, any third party’s reliance on its quality, accuracy, or reliability, or any disclosure of information in your User Content that makes you or others personally identifiable. You hereby agree that Mercku has no responsibility or liability whatsoever for any such activities. You also agree and understand that your User Content is not sponsored or endorsed by Mercku, and you will not imply that your User Content is in any way sponsored or endorsed by Mercku. Please consider carefully what User Content you choose to share.

 

  1. License to use User Content:

By providing User Content, you: (i) grant to Mercku a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, publicly display, distribute, translate and create compilations and derivative works from,or otherwise use, any and all User Content (in any format or media) that you post on, upload or otherwise submit to or through, a Website; and (ii) waive all moral rights in and to all User Content that you post on, upload or otherwise submit to or through, a Website in favour of Mercku and anyone authorized by Mercku to reproduce or otherwise use such materials. For greater certainty and the avoidance of any doubt, this means that, among other things, Mercku has the right to use any and all User Content and ideas you submit in any manner without any further notice or obligation to you whatsoever. None of the User Content you post on, upload or otherwise submit to or through, the Website will be deemed confidential.

 

  1. Confidentiality:

The structure, organization and source code of our Website(s) are the valuable trade secrets and proprietary confidential information of Mercku and its licensors. You agree not to provide or disclose to any third party any such confidential information that is or that may be contained in and/or derived from a Website or any component of a Website (including, without limitation, the Website Content).

 

  1. Intellectual Property Concerns:

If you are a copyright or trade-mark owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright or trade-mark, you agree to promptly report any alleged copyright or trade-mark infringements taking place on or through a Website by providing a written notice with the following information:

  1. Identification of the copyrighted work or trade-mark that you claim has been infringed;
  2. Identification of the allegedly infringing content, and information reasonably sufficient to permit Mercku to locate it;
  3. 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/trade-mark owner, its agent, or the applicable law;
  4. A statement by you that you attest that the information in your notice is accurate and that you are the copyright/trade-mark owner or otherwise authorized to act on the owner's behalf; and
  5. Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

Deliver the notice to us at the following address:

Mercku Inc.

509 Beaver Creek Rd
Waterloo
ON N2V 2L3 Canada

 

  1. No Duty to Correct Errors:

Without limiting any other provision(s) of this Agreement, you acknowledge and agree that Mercku has no obligation whatsoever under this Agreement or otherwise to correct any defects or errors in a Website or any component of a Website (including, without limitation, the Website Content), regardless of whether you inform Mercku of such defects or errors or Mercku otherwise is, or becomes aware of, such defects or errors.

 

  1. Indemnity:

You agree to indemnify and hold Mercku and its affiliates, and the officers, directors, employees, agents and representatives of each of them (collectively, the "Mercku Entities") harmless from any and all claims, losses, liabilities, damages, suits, actions, costs, penalties and demands arising out of or relating, directly or indirectly, to: (i) our access to and/or use of a Website or any component of a Website (including, without limitation, the Website Content), (ii) your violation of any of the terms and conditions of this Agreement; and/or (iii) the infringement by you of any intellectual property or other right of any person or entity. You agree that Mercku may assume the exclusive defense and control of any matter for which you are required to indemnify Mercku and you agree to cooperate, at your cost, with our defense of these claims. You agree not to settle any matter without the prior written consent of Mercku. Mercku will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

  1. Disclaimer ofWarranties:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH WEBSITE, THE WEBSITE CONTENT, THE SOFTWARE,AND, WITH THE EXCEPTION OF OUR WRITTEN MANUFACTURER’S LIMITED WARRANTY, THE PRODUCTS,ARE PROVIDED “AS ISAND “AS AVAILABLEWITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF A WEBSITE, THE WEBSITE CONTENT, THE PRODUCTS AND SOFTWARE RESIDES WITH YOU. MERCKUEXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MERCKUMAKES NO REPRESENTATION OR WARRANTY THAT: (I) A WEBSITE, THE WEBSITE CONTENT, THE PRODUCTS OR SOFTWAREWILL BE COMPATIBLE WITH YOUR COMPUTER, MOBILE OR OTHER DEVICE AND/OR SOFTWARE; (II) A WEBSITE, THE WEBSITE CONTENT, THE PRODUCTS OR SOFTWAREWILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE WEBSITE, THE WEBSITE CONTENT, THE PRODUCTS OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION OR MATERIAL, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM A WEBSITE WILL BE SECURE; (V) THE USE OF A WEBSITE OR ANY COMPONENT OF THE WEBSITE (INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT), THE PRODUCTS OR SOFTWARE WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON OR ENTITY; OR (VI) THE USE OF A WEBSITE OR ANY COMPONENT OF A WEBSITE (INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT), THE PRODUCTS OR SOFTWARE WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER, MOBILE OR OTHER DEVICE, SOFTWARE OR ELECTRONIC FILES.

YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITES AND THE PRODUCTS AND SOFTWARE, WHETHER STANDING ALONE OR WHEN INTERFACED WITH OTHER PRODUCTS OR THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT CERTIFIED FOR EMERGENCY RESPONSE, OR ANY OTHER HIGH RISK ACTIVITIES. YOU AGREE THAT YOU WILL NOT RELY ON THE PRODUCTS OR SOFTWAREFOR EMERGENCY RESPONSE OR ANY OTHER LIFE SAFETY OR CRITICAL PURPOSES. WITHOUT LIMITING THE FOREGOING, NONE OF THE PRODUCTSOR SOFTWARE ARE DESIGNED, MANUFACTURED OR INTENDED FOR THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC CONTROL, EMERGENCY AND SAFETY SERVICES, HEALTHCARE FACILITIES, HOSPITALS, LIFE SUPPORT SYSTEMS OR ANY CRITICAL ENVIRONMENT, WHERE THE USE OR FAILURE OF THE PRODUCTS OR SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”). YOU AGREE THAT YOU WILL NOT USE THE PRODUCTS OR SOFTWARE FOR ANY HIGH RISK ACTIVITIES.

IT IS YOUR RESPONSIBILITY TO HAVE ANY OTHER EQUIPMENT, PRODUCTS OR SERVICES NECESSARY TO USE THE MERCKU PRODUCTS. THIS MAY INCLUDE WITHOUT LIMITATION, A COMPUTER, MOBILE DEVICE, AND WI-FI INTERNET ACCESS SECURED THROUGH AN INTERNET SERVICE PROVIDER IN YOUR JURISDICTION. MERCKU IS NOT RESPONSIBLE FOR THE PERFORMANCE OF ANY THIRD PARTY PRODUCT OR SERVICE, OR FOR THE INTEROPERABILITY OF ANY THIRD PARTY PRODUCT OR SERVICE WITH OUR PRODUCTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR ALL FEES CHARGED BY YOUR INTERNET SERVICE PROVIDER IN CONNECTION WITH YOUR USE OF THE PRODUCTS. YOU ALSO ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE AGREEMENTS, TERMS OF USE/SERVICE, AND OTHER POLICIES OF YOUR INTERNET SERVICE PROVIDER.

ANY PRODUCTS, SOFTWARE AND/OR SERVICES DESCRIBED ON A WEBSITE OR ANY COMPONENT OF A WEBSITE (INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT) ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE.

THE INFORMATION AVAILABLE ON OR THROUGH A WEBSITE OR ANY COMPONENT OF A WEBSITE (INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT) IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

ANY AND ALL INFORMATION OBTAINED FROM OR THROUGH A WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD. YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM OR THROUGH A WEBSITE IS SOLELY AT YOUR OWN RISK.

COMMENTS OR OPINIONS EXPRESSED ON A WEBSITE ARE THOSE OF THE RESPECTIVE WEBSITE USER ONLY. COMMENTS OR OPINIONS EXPRESSED ON A WEBSITE AND IN USER CONTENT DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF MERCKU. THE MERCKUENTITIES ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY IN RELATION TO, ANY AND ALL USER CONTENT POSTED, UPLOADED OR OTHERWISE SUBMITTED TO OR THROUGH A WEBSITE.

 

  1. Limitation of Liability:

TO THE FULLEST EXTENT PERMITTED BY LAW, THE MERCKU ENTITIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO, DIRECTLY OR INDIRECTLY, A WEBSITE, ANY COMPONENT OF A WEBSITE (INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT) OR ANY PRODUCTS OR SOFTWARE. YOU EXPRESSLY ACKNOWLEDGE THAT MERCKU HAS ENTERED INTO THIS AGREEMENT WITH YOU AND MAKES ITS WEBSITE(S) AND EACH COMPONENT OF EACH WEBSITE (INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT) AND PRODUCTS AND SOFTWARE AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MERCKU. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.

 

  1. Governing Law:

This Agreement, your use of a Website, Productand/or Software, and all related matters shall be governed solely by the domestic laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to the conflicts of law provisions of any jurisdiction. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in relation to all disputes arising from or related to this Agreement, your use of a Website, Product and/or Software and any related matters.

 

  1. Termination:

If you breach any provision of this Agreement (as determined by Mercku in its sole and absolute discretion), then you may no longer use our Website(s) or any component of our Website(s) (including, without limitation, the Website Content), or any Products and/or Software. We may, in our sole and absolute discretion, change, suspend or terminate, temporarily or permanently, a Website or any component of a Website (including, without limitation, the Website Content) or any of its features at any time, for any reason, without any notice or liability to you or any other entity. If this Agreement or your permission to use a Website, Product or Software is terminated by us for any reason, the agreement formed by your acceptance of this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of our Website(s), Products and/or Software and anything relating to or arising from such use. If you are dissatisfied with a Website or any component of a Website (including, without limitation, the Website Content)or any Products and/or Software, then your sole and exclusive remedy is to discontinue using our Website(s), Products and Software.

 

  1. Language:

To the extent Mercku translates this Agreement into other languages for your convenience or as required by applicable law, the English version governs your relationship with Mercku, and any inconsistencies among the different versions will be resolved in favour of the English version. The parties expressly wish that the Terms, Policy and any related documents be drafted and executed in English. C'est la volonté expresse des parties que les conditions, la politique et tous les documents qui s'y rattachent soient rédigés et signés en anglais.

 

  1. General:
    1. If any provision of this Agreement is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement shall continue in full force and effect.
    2. No failure to exercise or waiver of any provision of this Agreement shall be deemed to be a further or continuing waiver of such provision or any other provision of this Agreement.
    3. This Agreement is binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign this Agreement to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion.
    4. This Agreement (including the various additional terms incorporated herein by reference) constitutes the entire agreement between you and Mercku with respect to the subject matter hereof, and supersedes any and all prior agreements, negotiations, or other communications between you and Mercku, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both of us.
    5. You agree to abide by all applicable laws in your use of the Website and the Mercku Products and Software, including export control laws and similar regulations governing the transfer of software and other technology outside of Canada or other jurisdictions.
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  3. Questions:

Questions? If you have any questions or concerns regarding our Website(s), Products, Software or the terms and conditions of this Agreement, please contact us at:

Mailing Address: 509 Beaver Creek Rd. Waterloo, Ontario, N2V2L3

Email Address: service@mercku.com