Terms of Use

These Terms of Service (hereinafter “Merchant Agreement”), constitute a legal agreement between You (“You” or “Your” or “Merchant”) and Merits, Inc., a legal person duly incorporated pursuant to the laws of Canada and headquartered in 1155 North Service Rd. West, Unit #11, Oakville, Ontario (“We”, “Us”, “Our” or “Merits”), and shall govern Your use of the services and programs provided by Merits, including access to and use of the Portal (as defined below), the Application (as defined below) and the Website (as defined below) (collectively “Services”).

1. Binding Merchant Agreement.

By registering for the Services in whole or in part, by creating a Merits account, checking any acceptance boxes, clicking any acceptance buttons, submitting any text or content or simply by making any use of the Services, You (a) accept this Merchant Agreement and agree to be bound by each of its terms, and (b) represent and warrant to Merits that (i) You are at least 13 years of age and have the authority to enter into this Merchant Agreement (either on Your own behalf or by having a parent or legal guardian agree to the terms set forth herein on Your behalf), (ii) this Merchant Agreement is binding and enforceable against You, (iii) to the extent an individual is accepting this Merchant Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity, in which case “You”, “Your” or “Merchant” refers to such entity, and (iv) You have read and understand Merits’ Privacy Policy, the terms of which are posted at the Website and incorporated herein by reference (the “Privacy Policy”), and agree to abide by the Privacy Policy. Merits may amend this Merchant Agreement from time to time, and any such amendment shall be deemed to be effective 2 days after posting the updated Merchant Agreement on the Portal/Website or within the Application. You should check the Portal/Website, the Application and this Merchant Agreement regularly to ensure You remain current on the terms and agreements set forth herein. You understand and agree that Your continued access to or use of the Services after the effective date of modifications to the Merchant Agreement indicates Your acceptance of such modifications.

If You do not agree with any of the terms of this Merchant Agreement, You may not use the Services.

2. License.

Merits hereby grants You a limited, non-transferable, non-exclusive, revocable license to access and use Merits’s hosted Merchant Web Portal (the “Portal”) and to access and use Merits’ rewards / loyalty software platform for merchants commonly referred to as “Merits Rewards” (the “Application”) as made available through its website located at www.topmerits.com (the “Website”) and/or via mobile application during the Term (as defined below) for internal business purposes so long as Your account with Merits remains current and active. If Merits provides You with a password to access the Services, You are solely responsible for protecting the password and for any authorized or unauthorized use made of the password. The Services, and all source code, object code, software, copyrights and other intellectual property associated therewith, are and shall remain the sole and exclusive property of Merits. Merits may, from time to time, update or modify the Services or parts thereof, release new versions of the Services or create new modules related thereto, each of which may, at Merits’ discretion, be included within the license described above. You shall not be permitted to sublicense, sell, or otherwise transfer any of Your rights hereunder including, without limitation, access to the Services. You shall refrain from permitting any third party to use Your password or otherwise access the Services. Merits shall have the right to terminate the license granted hereby immediately in the event that You have breached any terms or conditions set forth in the Merchant Agreement, and such license shall be automatically revoked if Your Merits account is terminated for any reason.

3. Fees and Payment Terms.

(a) Service Fees.
Merits’ applicable fees for use of the Services by You are those indicated on the Portal or Website or Application when You create Your Merits account and subscribe to a particular plan for use of and access to the Services (“Subscription Plan”). Merits reserves the right to amend the fees payable for the Services at any time upon thirty (30) days’ prior notice to You; provided, however, that such amendment to the fees will not be applicable until the beginning of the next subscription period, or, if such period starts less than thirty (30) days from the notice, until thirty (30) days have passed from such notice.
(b) Payment Processing.
When You provide Your payment information to Merits, You are authorizing Merits to process any and all payments as outlined in this Merchant Agreement. In certain instances, the payment processing may not occur immediately, and Your payment may show as “pending” during this time period. In addition, Merits may request an authorization for the amount of Your anticipated transaction in advance and may estimate the final value of the transaction, which may be more than the amount of the actual transaction. Merits will release any funds authorized in excess of the amount of the actual transaction at the time the transaction settles.
(c) Additional Services.
You may amend your Subscription Plan at any time to include additional Merits features through the Portal, if and when available. You are hereby providing explicit authorization for Merits to process payment on your existing Merits account and method of payment for any such changes without any further authorization necessary from you.
(d) Taxes.
You will be responsible for any taxes, including sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision of the Services by Merits.
(f) Termination for Non-Payment.
Notwithstanding anything herein to the contrary, Merits, in its sole discretion, may suspend or terminate the Merchant Agreement and corresponding access and right to use all or any portion of the Services, at any time, upon electronic or other notice to You, if You have not paid all amounts due on or before the payment due date, or for any other breaches of this Merchant Agreement, or any other exhibits, addenda or attachments to this Merchant Agreement, including any links contained herein, which are incorporated by reference herein. You are responsible for amounts that remain outstanding as of the date of such termination including early cancellation fees. You agree to pay reasonable extrajudicial fees, including attorneys’ fees, and court costs incurred by Merits to collect any unpaid amounts owed by You by virtue of this Merchant Agreement.

4. Term and Termination.

This Merchant Agreement shall continue in full force until (i) You close Your Merits account, discontinue using the Services, and notify Merits in writing of such discontinuance, or (ii) Merits elects to terminate Your access to the Services, with or without notice, for whatever reason (the “Term”). At the end of any Subscription Plan, unless you select a new Subscription Plan or you terminate this Merchant Agreement, your Subscription Plan will automatically renew for the same duration at the then-current rates. Although Merits may choose to send a reminder email prior to charging You for a renewal fee, Merits is not responsible for notifying You of this automated renewal. For greater clarity, no refund may be issued to You under any circumstance due to an early termination of this Merchant Agreement and/or Your Merits account. Upon termination of this Merchant Agreement for any reason, You shall no longer be entitled to access or use the Services. In addition to the foregoing, in the event that Merits determines, in its sole and absolute discretion, that You have breached this Merchant Agreement or the Privacy Policy, threatened to breach this Merchant Agreement or the Privacy Policy, committed any fraud or deception, or breached any Merits policy in effect from time to time, Merits shall be entitled, at its sole discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Services, in each of the foregoing cases at any time and for any period of time. You shall not be entitled to any reimbursement of any fees paid to Merits upon termination or suspension of your access to the Services pursuant hereto. Merits shall not be responsible for the return of any Customer Data (as defined below) nor of any Posted Information of any kind (as defined below) to You upon any termination of this Merchant Agreement or suspension of Your access to the Services. However, within six (6) months of termination of this Merchant Agreement, You may gain access to your Posted Information and/or Customer Data upon payment of the then-current fee for such access. After six (6) months of termination, all such Posted Information and Customer Data may be destroyed and may no longer be recoverable. Any provision of this Merchant Agreement that contemplates performance or observance of an obligation subsequent to any termination or expiration of the Merchant Agreement shall survive any termination or expiration of the Merchant Agreement and continue in full force and effect.

5. Restrictions.

You will use the Services solely for Your internal business purposes and will not, for Yourself, any of Your affiliates or any third party (a) sell, rent, lease, license or sublicense, assign, distribute, or transfer the Services, in whole or in part, (b) modify, change, alter, create derivative works of, decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the Services, (c) copy or reproduce all or any part of the Services, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization or (d) remove from any of the Services any language or designation indicating the confidential nature thereof or the proprietary rights of Merits. In addition, You will not export, re-export or permit any third party to export or re-export, directly or indirectly, any of the Services where such export or re-export is prohibited by applicable law without appropriate licenses and clearances.
You shall not use the Services to post, transmit, convey, collect, submit, distribute, store or destroy any content, messages, reviews, ratings, check-ins, photographs, descriptions, drawings, audio materials, or other information (collectively, “Posted Information”): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programs that are intended to damage, detrimentally interfere with, surreptitiously intercept, copy or expropriate any system, data or personal information; (e) that is false, intetionally misleading or inaccurate in any way; or (f) in violation of the acceptable use policy or other policy posted on the Website, Portal or within the Application from time to time. Merits retains the right, in its sole discretion but without any obligation on the part of Merits, to monitor or evaluate any communications, to approve, modify or refuse any Merits-related communications or proposed communications or messages to Your customers or any Merits end users.

6. Responsibilities.

You must create a Merits account, and no more than one account per Merchant, and provide accurate information about Yourself in order to use some of the features of the Services.
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL LEGAL AND FINANCIAL RESPONSIBILITY FOR ACTIVITY THAT OCCURS UNDER OR THROUGH YOUR MERITS ACCOUNT OR THROUGH YOUR USE OF THE SERVICES. Merits shall not be liable to you or to any other party for any losses or damages of any kind that result from: (1) your establishment and/or use of a Merits account and/or use of the Services; (2) any activity or inactivity that occurs through the use of the Services under your Merits account, OR (3) your Merits account management, mismanagement, or lack of management. Without limiting the generality of the foregoing, You shall be solely responsible for: (i) all Customer Data You collect and all Posted Information inputted into the Application or Portal or Website through Your account and/or delivered to third parties; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; (iv) maintaining all passwords and access codes to the Services, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Services; (v) all activities that occur in connection with Your account. You agree to notify Us immediately of any unauthorized use of Your account. By creating an account, You agree to receive certain communications in connection with the Services. You may opt-out from non-essential communications by following the approriate link on such communications.
Merits reserves the right to remove any content You post through the Services or block the sending of any inquiry or other content Merits deems inappropriate in its sole discretion. Notwithstanding the foregoing, Merits shall not be required to review or monitor any Posted Information entered through the Services or otherwise submitted by You or by other merchants or users, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.

7. Intellectual Property

(a) General Ownership.
All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Merchant Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Merits, You shall be deemed to be the sole owner of all information that You enter into the Services or that are otherwise posted by You, subject to the limitations herein; and (ii) Merits is the sole owner of the “Merits” brand as well as the Services, including but not limited to all source code, object code, software, content, visual interfaces, graphics, design, aggregate user review ratings, copyrights, trademarks, patents and other intellectual property related thereto or included therein, as well as all other statistical and usage data accrued through the use of the Services by any party. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Us regarding the Services shall, upon submission to Us, be owned solely and exclusively by Merits. In addition, Merits shall be entitled to post feedback through the Services (and/or allow others to do so), both positive and negative, regarding any user or Merchant. You acknowledge and agree that the applicable supplier(s) of any third party software included within the Services shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers’ license, if any, of such third party software to Merits. Merits shall be entitled, in its sole discretion and without notice to any party, to redesign and/or modify all or any portion of the Services at any time. Except as set forth in the Merchant Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the Services, intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying or such intellectual property.
(b) Customer Data.
Merits is the sole and exclusive owner of all right, title and interest in and to any data provided to Merits or You through the Services by Your customers or any end user of Merits in connection with the Services, including without limitation customers’ names, addresses, email addresses, phone numbers, purchaser preferences and tendencies, transaction information, card information, location, and reports and analytics relating thereto (“Customer Data”). As such, You shall not, unless the applicable customer has separately taken all steps necessary to opt in to provide contact information to You, be provided with or otherwise have access to the Customer Data.
(c) Use of Posted Information.
By using any of the Services, You hereby grant to Merits an unlimited, perpetual, irrevocable, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, translate, distribute, commercially exploit, repurpose, create derivative works from, perform and display any and all Posted Information You post through the Services or submit to Merits, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees. Finally, You irrevocably waive, and cause to be waived, against Merits and its users any claims and assertions of moral rights, right of publicity or attribution with respect to Your Posted Information. Merits shall be entitled to display advertising and/or any other content at locations of its choosing within the Services, including without limitation adjacent to Your Posted Information. Without limiting any of Merits’s rights set forth in the Merchant Agreement, Merits reserves the right, in its sole discretion but without any obligation on its part, to reject, remove, delete and/or cancel any information or content displayed or posted through the Services and/or within any print materials, including without limitation any information and/or content that, in Merits’ view, contains content or links which do not meet Merits’ specifications or requirements.
(d) Copyright Infringement.
Merits respects the intellectual property of others, and asks You and all users to do the same. Material available on or through other websites may be protected by copyright and/or other applicable intellectual property laws in Your jurisdiction, and the terms of use of those websites, and not this Merchant Agreement, govern Your use of that material. It is Merits’ policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Merits and/or of third parties.
If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, please provide Us with a Notice with the following information in English (Your “Notice”):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that You claim has been infringed;
  • a description of where the alleged infringing material is located on the Website or Portal or within the Application;
  • Your address, telephone number, and email address;
  • a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • a sworn statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Merits has disabled access, Merits may forward a copy of a valid Notice including name and email address to such individual or entity. Merits’ Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail
1155 North Service Rd. West, Unit #11
Oakville, Ontario
L6M 3E3
Canada

By phone
+1-289-2913926

By email
support@topmerits.com

8. Confidential Information.

Any information that a receiving party knows or has reason to know (either because such information is marked or otherwise identified by the disclosing party orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is “Confidential Information” of the disclosing party and will remain the sole property of the disclosing party. Such Confidential Information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of Merits. Each party agrees that it will not disclose, use, modify, copy, reproduce or otherwise divulge such Confidential Information to any third party without the prior written approval of the disclosing party except that the receiving party shall have the right to disclose such Confidential Information to the extent required by applicable law or to the directors, officers or employees of the receiving party who have a need to know such Confidential Information in order to perform its obligations under the Merchant Agreement and to the extent such directors, officers or employees are subject to obligations of confidentiality and non-disclosure that are substantially similar to the obligations set forth in the Merchant Agreement. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Merchant Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.

9. Disclaimers and Limitations of Liability.

BY SIGNING UP FOR, ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION.

(a) Merits’ Warranty.
Merit warrants that it has the authority to enter into this Merchant Agreement.

(b) Merchant’s Warranty.
You represent, warrant and covenant to Merits that: (a) you have the authority to enter into this Merchant Agreement; (b) you will only use the Services for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party; and (c) you will not use any Services to send any e-mail or other communications which violate any applicable regulation, rule, industry protocol or law (including, without limitation, any anti-spam legislation in effect).
Your use of the Services are at Your own discretion and risk. Except as explicitly set forth herein, neither Merits, its affiliates, nor any of such party’s equity holders, directors, officers, employees, agents, suppliers, licensors or the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or the Application will be error-free or that the information therein is accurate, (c) as to a minimum level of uptime for the Application or the Website, or (d) as to the results that may be obtained by You by entering into this Merchant Agreement and/or using the Application and/or Website. You agree and acknowledge that the Application and Website are licensed and provided hereunder on an “as is” and “as available” basis, and they may not function properly or as intended at times.

(c) No Liability for Third Parties.
You hereby agree and acknowledge that: (i) Merits shall not be responsible for any actions taken by any other party using the Services and shall have no obligation to enforce this Merchant Agreement on Your behalf against another user or any other third party; (ii) Merits is not a party to any transaction between You and any customer or other third party and as such, any disputes regarding purchases, rewards and/or any other aspect of any transaction or other commercial dealings is solely between You and such customer or other third party; (iii) Merits is not responsible for any other party’s compliance with applicable laws, rules or regulations; (iv) Merits’ services are administrative in nature and Merits is not responsible for ensuring that any third party honour any reward, loyalty or other obligations such third party may have towards You; and (v) Merits shall not, under any set of circumstances, be responsible or liable for any content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party’s intellectual property rights.

(d) Disclaimer.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 9, MERITS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN ADDITION, MERITS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO ANY MINIMUM LEVEL OF UPTIME FOR THE SERVICES OR THE RESULTS THAT YOU MAY ACHIEVE ON ACCOUNT USING ANY SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND UNDER NO CIRCUMSTANCES SHALL MERITS BE LIABLE TO YOU OR ANY OTHER PARTY ON ACCOUNT OF ANY DOWNTIME WITHIN ANY MERITS PLATFORM OR APPLICATION. YOU HEREBY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND/OR PROVIDING INTERNET SERVICE TO ALL LOCATIONS IN WHICH THE SERVICES ARE TO BE RENDERED.

(e) Additional Limitation of Liability.
MERITS SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR IN RELATION TO THIS MERCHANT AGREEMENT OR YOUR USE OF THE SERVICES, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, AND WITHOUT LIMITING THE FOREGOING, MERITS’ TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO WILL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO MERITS UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OCCURRED.

10. Indemnification.

You expressly agree to defend, hold harmless and indemnify Merits, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them, at Your sole cost and expense, from and against any claims, proceedings, damages, liabilities and/or expenses, including without limitation any reasonable attorneys’ fees, arising out or in connection with Your use of the Services, or Your breach of any of Your obligations or representations set forth in this Merchant Agreement.

11. Force Majeure.

Neither party shall be liable to the other if such party is prevented from performing any of its obligations under the Merchant Agreement (excluding fee payment obligations) due to circumstances beyond its reasonable control, including, without limitation, acts of God, earthquake, flood, storm, lightning, fire, explosion, war, terrorism, riot, civil distur¬bance, sabotage, strike, lockout, slowdown, labour disturbances, accident, epidemic, delay in delivery or defects in goods, services or information supplied by third parties, breakdown of equipment, emergency repair or maintenance, breakdown of public utilities, changes of law, statutes, regulations or any other legislative measures, inability to obtain or retain necessary authorizations, licenses or permits, acts of governments, supra¬national organizations or other administrative or public agencies, orders or decrees of any court.

12. General Terms.

The following terms and conditions govern the general use of the Services:
(a) Uses.
You agree to abide by all restrictions displayed on the Website and/or Portal and/or within the Application, as and when they are updated from time to time, including, without limitation, the rules in this Section 12. You agree to use the Services only in good faith for its intended purposes.
Distribution. Except as expressly permitted under other provisions of this Merchant Agreement, You may not modify, reproduce, duplicate, copy, print, republish, display, translate, transmit, distribute, sell, rent, lease, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website or the Portal or the Application, the content or any information or materials retrieved from any of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
Derivative Works. You may not create compilations or derivative works of the Website or the Portal or the Application, or the content or any other materials from any of them.
Proprietary Notices. You must retain on all copies of the content You download, and You may not remove, change or obscure, any copyright notice or other proprietary notice, Privacy Policy, legal disclosures or terms of use contained in or in relation to such content.
Infringement. You may not use the Services, or any of the content available through the Services in any manner that may infringe upon any copyright or other intellectual property right, or proprietary right, of Merits or any third party.
Information Distribution. You may not use the Services or any communications service, chat, message board, blog, forum, newsgroup, or other interactive service that may be available to You on or through the Services to transmit, upload, post, distribute or facilitate distribution of, or otherwise make available any information or content, including text, communications, software, images, sounds, data or other information, that:

  • is false;
  • contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals;
  • includes any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements;
  • You are restricted from using under any law;
  • infringes upon the intellectual property rights of any third party; or
  • contains software viruses or any other computer code, files or programs that are designed or intended to disrupt, damage, or limit the functions of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any other party.

Other Prohibited Uses. You may not use the Services for any purpose that:

  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise violates Merits’ rules or policies;
  • victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
  • invades any person’s or entity’s privacy or other rights;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
  • misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of Merits, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
  • could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.

Others’ Personal Information. You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent.
Harm to Minors. You may not take any action through the Services or use the content on the Services to harm minors in any way.
Solicitation. You may not use the Services or any content on the Services in a manner that violates any local, state, provincial or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.

(b) Third Party Content.
The Services and the content thereof may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Services (“Third Party Content”) that may include content You find to be offensive, indecent or objectionable. The third party from whom or which any such Third Party Content originates is solely responsible for it and Merits assumes no responsibility to monitor or verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Merits has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Merits expressly states in writing to the contrary, Merits neither endorses nor adopts as its belief any such statements. Merits may provide information in articles Merits posts or links to the Website and/or Application only for educational and general informational purposes and not as professional advice. Merits has made no attempt to verify any information contained in any such articles.

(c) Links.
As a convenience to You and other Website visitors and Application users, the Website, Portal and Application may contain links to websites that are owned and operated by third parties that are not affiliated with Merits. When You use these links, You will leave the Services and Merits will have no ability to protect Your interests. You visit linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. Merits is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.

13. Miscellaneous.

(a) Governing Law.
The rights and obligations of the parties under this Merchant Agreement shall be governed by the laws of the Province of Ontario, Canada, without reference to conflict of law principles. You hereby consent to the exclusive jurisdiction of the appropriate Federal or provincial court located in Toronto, Ontario for all disputes arising hereunder or in connection with this Merchant Agreement and/or the Services, and agree not to raise any defense of forum non conviens or any similar defense.
(b) Dispute Resolution.
In the event of a reward dispute or mistake between a Merchant and an end user, Merits may in its sole discretion and without liability of any kind unilaterally make adjustments to reward points of end users (it being understood that Merits shall not be (i) obligated to make any such adjustment or otherwise get involved with or provide any assistance towards resolving any such dispute, or (ii) be liable to any party for any damages, expenses or liabilities arising out of any such dispute).
(c) Successors and Assigns.
This Merchant Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns, but shall not be assignable by You without Merits’ prior written consent. A change of control through the sale of all or substantially all of Your assets or equity is deemed to be an assignment.
(d) Independent Contractor.
This Merchant Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
(e) Severability.
If any provision of this Merchant Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Merchant Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.
(f) Headings.
The section headings in this Merchant Agreement are for convenience only and shall in no instance be of any effect to the interpretation of such sections.
(g) Language.
This Merchant Agreement may be translated into other languages for Your convenience. Nevertheless, the English version governs Your relationship with Merits, and any inconsistencies among the different versions will be resolved in favor of the English version.