Website Terms of Use


This Website is provided by Merrick & Company and its affiliates (collectively, “Merrick,” “we” or “us”). Your use of this Site is governed by and subject to the terms and conditions of this “Agreement.” Please read this Agreement carefully and thoroughly. By accessing and using this Site, you agree to be bound by the terms and conditions of this Agreement. Do not access or use this Site if you do not agree to this Agreement.
 
Proprietary Content
Merrick respects the intellectual property rights of others and expects you to do the same. Merrick has expended substantial time, effort and funds to create the Site and to collect and provide the materials, products and services that are available through the Site. You understand and agree that Merrick owns or (where required, appropriate or applicable) has been licensed by third parties to use all right, title and interest in and to the Site and the products and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other content contained therein, and the collection, design, selection and arrangement thereof (collectively, the “Content”). You acknowledge that the Content contains valuable proprietary information that is protected by applicable intellectual property and other proprietary rights and laws of the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. Such intellectual property and proprietary rights include, but are not limited to, various patents, copyrights, trademarks and service marks (logos), registered trademarks and service marks, trade dress protection and trade secrets, and all such rights are and shall remain the property of Merrick and its licensors.

Use of Content
Merrick grants you a limited license to access and make personal use of this Site and the Content for legitimate purposes. Except as expressly provided for in this Agreement or in an applicable, validly executed license or service agreement between you or your Company and Merrick, any alteration, modification, reproduction, redistribution, retransmission, redisplay or other use of any Content in any other manner or for any other purpose constitutes an infringement of Merrick’s intellectual property and other proprietary rights. Other than as necessary and required to facilitate your personal use, you may not reproduce, perform, create derivative works from, republish, upload, post, retransmit, or redistribute in any way whatsoever any Content from this Site, or any other Web site owned or operated by Merrick, without the prior written permission of Merrick. Use of the Content or any portion thereof on any other Web site or other networked computer environment is expressly prohibited without prior written permission from Merrick. You shall not remove or modify any copyright notice or trademark legend, author attribution or other notice placed on or contained within the Content. Except as expressly authorized by Merrick in writing, in no event shall you reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, all or any portion of the Content or the Site, or access to or use of the Content and the Site.

Submissions
By submitting information and material to the Site or to Merrick, whether by e-mail, telephone or other mode of communication, or through access to and use of the Site or the Content including, but not limited to, access to and use of any available pages or applications, submitting or posting feedback, questions, comments, suggestions, ideas, graphics, text, software or computer files of any type, you thereby expressly grant, or warrant that the owner of such material has expressly granted Merrick a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, make and have made, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed, subject to our Privacy Policy, as set forth on this Site.

Compliance with Law
You access and use the Site and the materials, products and services available on or through the Site or Merrick at your own initiative and risk. In connection with your access to and use of the Site and that of any person authorized by you to use the Site, you are responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions. Recognizing the global nature of the Internet, you agree to comply with all applicable local rules regarding online conduct and acceptable content. You expressly agree to comply with all applicable laws regarding the transmission of data or information out of the country in which you reside. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. These assurances and commitments by you shall survive termination of this Agreement.

Linked Sites
Incoming links from external sources must be pre-approved by Merrick, in writing, by contacting info@merrick.com. For your convenience, certain hyperlinks may be provided on the Site which link to other Web sites that are not under the control of Merrick. Merrick does not sponsor or endorse such Web sites and is not responsible for the accuracy, content or any aspect thereof. Merrick disclaims all liability for such Web sites, and for any use of the links to such Web sites or use of such Web sites themselves. We also disclaim all liability and make no representations or warranties for any products or services made available, sold or provided to you by any third party. Your use of other Web sites, and the offer or purchase of products or services on or through such other Web sites, is subject to the terms and conditions thereof. You agree that you will bring no suit or claim against Merrick arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites. Links do not imply that Merrick is affiliated or associated with, or is legally authorized to use any trademark, tradename, logo or copyright symbol displayed in connection with or accessible through such links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Merrick or any of its affiliates.

Disclaimer
Although Merrick strives to make this Site and the materials, products and services provided through this Site helpful, reliable and current, you understand that your access to and use of the Site and all materials, products and services available through it and Merrick are at your own initiative and risk. It is your responsibility to take precautions to ensure that any information, materials, software or data that you access, use, download or otherwise obtain on or through the Site and Merrick are: (i) up-to-date, accurate, complete, reliable, and suitable to and appropriate for the purpose for which you, or your Company, may desire to use them; and (ii) free of viruses and other destructive routines. Use of THIS SITE should not be considered a substitute for evaluating and/or contracting with competent professional services providers such as engineers, architects, land planners, surveyors, design-builders, geospatial mapping services, interior designers or other specialty services. ALL MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED. MERRICK DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND INFRINGEMENT. MERRICK DOES NOT REPRESENT, WARRANT OR COVENANT THAT THIS SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, OR YOUR COMPANY, MAY CHOOSE TO PUT THEM, OR THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND THE MATERIALS, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THIS SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Content and Maintenance of Merrick Documents
MERRICK ASSUMES NO RESPONSIBILITY OR OTHER OBLIGATION WHATSOEVER FOR THE SELECTION, MAINTENANCE AND UPDATING OF MERRICK DOCUMENTS ACCESSIBLE, ACCESSED AND OBTAINED ON OR THROUGH THE SITE OR OTHER PRODUCTS AND SERVICES OF MERRICK, BY OR ON BEHALF OF YOU, OR YOUR COMPANY. IN NO EVENT SHALL MERRICK BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, DAMAGE OR EXPENSE RELATING TO THE SELECTION, MAINTENANCE, UPDATING, RETENTION, AVAILABILITY, ACCESSIBILITY OR USE OF MERRICK DOCUMENTS BY YOU, YOUR COMPANY, OR ANY THIRD PARTY. YOU ARE RESPONSIBLE FOR CONFIRMING THAT ANY MERRICK DOCUMENT THAT YOU MAY ACCESS, SELECT, USE, OR OTHERWISE OBTAIN FROM THE SITE, IS APPLICABLE TO AND APPROPRIATE FOR THE SPECIFIC PRODUCT OR SERVICE FOR WHICH YOU SEEK OR NEED A MERRICK DOCUMENT.

Limitation of Liability
NEITHER MERRICK, ITS AGENTS, CONTRACTORS, SUPPLIERS AND OTHER SIMILAR ENTITIES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF ANY OF THE FOREGOING (COLLECTIVELY, THE “MERRICK ASSOCIATES”), SHALL BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE, LIABILITY OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE, NEGLIGENT USE OR NON-USE, OR YOUR RELIANCE ON OR FAILURE TO RELY ON THE SITE, THE CONTENT, AND THE MATERIALS (INCLUDING, BUT NOT LIMITED TO, MERRICK DOCUMENTS), PRODUCTS AND SERVICES ACCESSIBLE, ACCESSED OR USED ON OR THROUGH THE SITE; (B) ANY DECISIONS MADE OR NOT MADE, OR ACTIONS TAKEN OR NOT TAKEN BY YOU, YOUR COMPANY, OR ANY THIRD PARTY WITH REGARD TO, IN RELIANCE ON, OR AS A RESULT OF, ACCESS AND USE OF THE SITE, THE CONTENT, AND THE MATERIALS (INCLUDING, BUT NOT LIMITED TO, MERRICK DOCUMENTS), PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE; (C) MERRICK’S PERFORMANCE OF OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (D) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES THROUGH MERRICK. UNDER NO CIRCUMSTANCES SHALL THE MERRICK ASSOCIATES BE LIABLE TO YOU, YOUR COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD PARTIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE, NEGLIGENT USE OR NON-USE OF MATERIALS (INCLUDING, BUT NOT LIMITED TO, MERRICK DOCUMENTS), PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE, THE USE, COPYING OR DISPLAY OF THIS SITE OR THE CONTENT, TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, OR ANY OTHER CAUSE BEYOND THE CONTROL OF MERRICK), EVEN IF MERRICK WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of THE Merrick ASSOCIATES shall be limited in accordance with this Agreement to the fullest extent permitted by law. Without limiting any of the foregoing, if ANY OF THE Merrick ASSOCIATES ARE found liable to you or any third party AS A RESULT OF any claims or OTHER matters arising under or in connection with this Agreement, THE Merrick aSSOCIATES’ COLLECTIVE, aggregate and maximum liability for all such CLAIMS AND OTHER matters in any calendar year shall not exceed $100.

Indemnification
You agree to indemnify, defend and hold all of the Merrick Associates harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys’ fees), made by any third party due to or arising out of content, data or information you submit, post to or transmit through the Site, your access to and use, negligent use or non-use of the Content, the Site and other materials (such as Merrick documents), products and services available on or through the Site and Merrick, your violation of this Agreement or your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you. All rights and duties of indemnification set forth herein shall survive termination of this Agreement.

Miscellaneous
This Agreement and the Merrick Privacy Policy referenced herein (as each may be revised and amended from time to time according to their respective terms), together with any applicable, validly executed licenses or services agreements between you or your Company and Merrick collectively constitute the entire agreement with respect to your access to and use of the Site and the materials, products and services available on or through the Site or Merrick. Our electronically or otherwise properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement and you agree that you shall not contest the admissibility or enforceability of Merrick’s copy of this Agreement in a court in connection with any proceeding arising out of this Agreement. This Agreement does not confer any rights, remedies or benefits upon any person other than you and Merrick. Merrick may assign its rights and duties under this Agreement at any time to any party without notice. You may not assign this Agreement without the prior written consent of Merrick. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.

Jurisdiction
This Site was created and is presently maintained, located and controlled by Merrick in the State of Colorado. This Agreement shall be governed by and construed under the law of the State of Colorado, without regard to conflicts of law principles or rules thereof. Any legal action arising out of or related to this Agreement and your access to and use of this Site must be commenced within one year after the cause of action arises. YOU AGREE AND UNDERSTAND THAT MERRICK AND YOU EACH WAIVE YOUR RESPECTIVE RIGHT TO A TRIAL BY JURY. Merrick and you each agree to use your best efforts to settle any dispute or claim arising out of, or relating to, for resolution of any matters related to interpretation, construction or enforcement, or otherwise in connection with this Agreement, the Merrick Privacy Policy referenced herein, or otherwise related to or in connection with your access to and use of this Site and the materials, products and services available on or through this Site or Merrick. If Merrick and you cannot reach a written settlement agreement within thirty (30) days of your initially raising the controversy or claim, Merrick and you shall submit any controversy or claim arising out of, or relating to, this Agreement to binding arbitration in Greenwood Village, Colorado administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

International Users and Export Control Laws
The Site can be accessed from countries around the world. Merrick makes no representation that the Site, or the services and products available through it, are appropriate or available for use at other locations outside the United States, and access to the Site from territories where the Site or any of its services or products are illegal is prohibited. The export and re-export of software products are controlled by the United States Export Administration Regulations, and such software may not be exported or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, the Taliban controlled areas of Afghanistan, or any country to which the United States embargoes goods. In addition, Merrick software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

Questions Regarding Terms of Access
Please contact us with any questions regarding this Site or these Terms of Use by e-mail at info@merrick.com.

Acknowledgement
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE MERRICK PRIVACY POLICY REFERENCED HEREIN.