Terms of Use

Acceptance of Terms

Merced Systems, Inc. ("Merced Systems") provides the materials on this website (the "Site") as a service for its visitors and users. By using this Site, you agree to be bound by the following terms and conditions. If you do not agree with these terms of use the Site, discontinue use of the Site. Merced Systems may amend or modify these Terms of Use or impose new conditions at any time without notice. Since your access to or use of the Site binds you to these Terms of Use, please re-visit this Notice of Terms of Use periodically to review the terms of your use.

General Use Restrictions

All content and information on this Site, including without limitation, text, graphics, logos, buttons, icons, images, PDF files and/or other materials (the "Materials") on this Site are protected by copyrights, trademarks, trade secrets and/or other proprietary rights of Merced Systems and its authors, partners, developers, licensors and/or vendors (each a "Third Party Provider"). Except as provided below, you may not reproduce, distribute, download, transmit, display, modify, or "mirror" any of the Materials on this Site or any other website owned, operated, licensed or controlled by Merced Systems without the express prior written permission of Merced Systems or the respective Third Party Provider of the Materials. You may print or download one copy of the Materials on this Site onto any single computer solely for your own personal, noncommercial home use, provided that: (i) you include all copyright and any other proprietary notices that appear on such Materials; and (ii) you do not modify or redistribute such Materials. Use of the Materials on this Site for any other purpose is a violation of these Terms of Use and of Merced Systems' copyright and other proprietary rights. Use of any Materials on this Site on any other website or networked computer including the linking to any Materials on this Site from any other website is strictly prohibited without the express prior written permission of Merced Systems.

Communications From You To The Site

All communications from you to the Site will be considered non-proprietary and non-confidential and will become the property of Merced Systems. Merced Systems shall have no obligations of any kind regarding such communications and is permitted to use and disclose such communications for any purpose without restriction. You are solely responsible for your communications including, without limitation, their legality under all laws and regulations.

Links To Other Sites

The Site may provide links to other websites or resources over which Merced Systems does not have control ("External Websites"). Merced Systems provides these links solely for the convenience of its users. If you decide to link to an External Website, you do so entirely at your own risk. By using this Site, you acknowledge and agree that Merced Systems is not responsible for the availability, content, advertising, products, information and Materials of such External Websites, and does not endorse such External Websites.

Disclaimer of Warranty

THE SITE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. MERCED SYSTEMS DOES NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY OF THE MATERIALS ON THIS SITE OR ANY EXTERNAL WEBSITE LINKED TO THIS SITE. MERCED SYSTEMS TAKES NO RESPONSIBILITY FOR VIRUSES OR OTHER DESTRUCTIVE OR INTRUSIVE COMPUTER PROGRAMS THAT MAY DAMAGE YOUR COMPUTER SYSTEM OR DATA, RESULTING FROM YOUR ACCESS TO OR USE OF THIS SITE OR ANY EXTERNAL WEBSITE LINKED TO THIS SITE. MERCED SYSTEMS EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE OR REVISE THE MATERIALS ON THIS SITE, ALTHOUGH MERCED SYSTEMS MAY MODIFY THE MATERIALS AT ANY TIME WITHOUT NOTICE.

Limitation of Liability

NEITHER MERCED SYSTEMS NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, PARTNERS, AGENTS, PARTNERS, SUBSIDIARIES, AFFILIATES, SUPPLIERS OR OTHER THIRD PARTY PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE, OR ANY EXTERNAL WEBSITES LINKED TO THIS SITE, OR THE MATERIALS ON THE SITE, EVEN IF MERCED SYSTEMS WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SITE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.

Indemnification

You agree to defend, indemnify and hold harmless Merced Systems and its officers, directors, employees, stockholders, partners, agents, subsidiaries, affiliates, suppliers, representatives and partners from all liabilities, claims, costs and expenses, including attorneys' fees, that arise out of or in connection with your use of the Site or your transmission of communications or Materials from the Site.

Applicable Laws

This Site is operated and controlled from Merced Systems' offices in California, United States of America. Any claim that arises in relation to this Site shall be governed by California law and United States federal law. No choice of law rules of any jurisdiction will apply. With the exception of Merced Systems' rights to enforce its proprietary rights to the Materials, any such claim shall be brought exclusively in a federal or state court of competent jurisdiction sitting in San Mateo County, California. You agree to submit to the exclusive jurisdiction of such courts. Merced Systems makes no representation or warranty that any communications or Materials on the Site are lawful in other jurisdictions or available for use in all jurisdictions. Accessing the Site where the Materials are illegal is prohibited. If you access the Site from another jurisdiction, you are entirely responsible for compliance with applicable laws, including, without limitation, the export and import regulations of such jurisdictions related to the Materials.

You acknowledge and agree that Materials may be subject to the U.S. Export Administration Laws and Regulations. Export of Materials contrary to U.S. law is prohibited. You agree to comply strictly with all U.S. export laws and regulations and assume sole responsibility for any required licenses. You agree that none of the Materials is being or will be acquired for, shipped, transferred or reexported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons or missile projects. Proscribed countries are set forth in the U.S. Export Administration Regulations and are subject to change without further notice from Merced Systems. You must comply with the list as it exists. You certify that you are not on the U.S. Department of Commerce's Denied Persons List or related lists or on the U.S. Department of Treasury's Specially Designated Nationals List. You agree that you will not resell, re-export or ship, directly or indirectly, any Materials in any form without obtaining appropriate export or re-export licenses from the U.S. government.

Severability; Waiver

If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law or is otherwise voided, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, consistent with applicable law. All other provisions shall remain in full force and effect. The failure of Merced Systems to enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision unless expressly acknowledged and agreed to by Merced Systems in writing.

Merced Systems Intellectual Property

Merced Systems is the owner of numerous intellectual property rights, including without limitation patent, trademarks, copyrights, and trade secrets rights ("Intellectual Property Rights"). Nothing contained in these Terms of Use shall be construed as conferring by implication, estoppel, or other legal theory, a license or right to any of Merced Systems' Intellectual Property Rights, except those expressly provided herein. Use of any of such Intellectual Properties Rights is strictly unauthorized without the prior written consent by Merced Systems.

Patents

Merced Systems does not represent that devices or products shown or described on the Site are free from patent infringement or from any other third party right. Merced Systems assumes no liability or obligation to indemnify for any such infringements.

Trademarks

The trademarks, service marks, brands, names, logos and designs ("Trademarks") of Merced Systems or others used on this Site are the property of Merced Systems or their respective owners. You may not remove or alter any Trademark. You may not use any Trademark displayed on the Site without the express prior written permission of Merced Systems or the respective owner, and nothing contained on this Site grants by implication, waiver, estoppel or otherwise, any right to use such Trademarks.

Merced Systems' trademarks include: the Merced Systems logo and "Merced Systems".

Posted Material

If you post material or information to this Site you agree not to:

• submit, post, upload or otherwise transmit any content that is defamatory, libelous, unlawful, abusive, harassing, torturous, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable;
• submit, post, upload or otherwise transmit any content that infringes, misappropriates or otherwise violates the rights of any third party, including without limitation privacy rights and intellectual property rights;
• submit, post, upload or otherwise transmit any content that contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
• impersonate or otherwise misrepresent your affiliation with any other person or entity;
• falsify or delete any attributions, legends, or other proprietary designations of origin or source of any content appearing on the Site or contained in a file that is uploaded to the Site;
• advertise, promote, or sell the products or services of yourself or others;
• conduct, display or forward surveys, contests, pyramid schemes, "spam" or chain letters;
• interfere with or disrupt the Site or servers or networks connected to the Site;
• attempt to gain unauthorized access to the Site, other's accounts, or computer systems or networks connected to the Site, through password mining or any other means;
• harm minors in any way;
• stalk or harass another individual;
• collect or store personal data about other users, including e-mail addresses; or
• violate any applicable local, state, federal or international law or regulation.

You also agree to follow other written guidelines posted elsewhere on the Site.

Merced Systems has no responsibility for the content of any material posted by any third party, but Merced Systems reserves the right in its sole discretion to (i) edit or delete any information or other material submitted to or appearing on the Site and (ii) refuse access to the Site to anyone that violates these Terms of Use. We may also take any action with respect to such information or other material we deem necessary or appropriate in our sole discretion if we believe such information or other material may give rise to liability to us or other parties or interfere or impair our relationship with any user.

The Site may contain the opinions and views of other users. Merced Systems is not responsible for the accuracy of any messages on the Site.

Users must immediately inform Merced Systems if you have reason to believe that a user is infringing any copyrighted materials. A user posting material represents that such material is unique to the user or used with permission of the copyright holder.

Entire Agreement; Amendment by Merced Systems Only

These Terms of Use constitute the entire agreement between the parties with respect to the subject matter contained herein and supersede all prior or contemporaneous agreements, discussions or communications, whether written or oral, between any Merced Systems representatives and you. Merced Systems may amend or modify these Terms of Use as described in Section 1 hereof. You have no right to amend these Terms of Use, nor can these Terms of Use be orally modified. Your only recourse and remedy if you do not agree to each and every term of these Terms of Use is to discontinue use of the Site.

Secure and Password-Protected Areas

Only authorized users may access and/or use password-protected and/or secure areas of the Site. You are responsible for maintaining the confidentiality of any password(s) enabling access to such areas of the Site; you are also responsible for all activity occurring under your password(s). You agree to notify Merced Systems immediately of any unauthorized use of your password(s).

Termination of Use

Merced Systems reserves the right, in its sole discretion and at any time, to terminate your access to the Site and/or any of its services without liability to you or to any third party.