What These Terms Cover. These Terms are entered into between you and Merchant Partners Inc. and its affiliates and subsidiaries (collectively, “Merchant Partners or MP”, which may also be referred to as “we,” “us,” or “our”) and govern your access to and use of the Merchant Partners website, and any other site or online service where these Terms are posted (the “Merchant Partners Website” or “Website”). The terms “User” and “you” refer to you, the person accessing or using the Website. These Terms will be available for you to view at all times on the Merchant Partners Website at www.merchantpartners.com or https://apply.1stmile.com. Merchant Partners may amend these Terms at any time in accordance with Section 7 of these Terms. These Terms do not in any way alter the terms or conditions of any other agreement you may have with MP for products, services, or otherwise. These Terms contain disclaimers and other provisions that limit our liability to you.
- User Representations. By using the Website, you represent and agree that:
- You are at least 13 years of age. The Website is not targeted towards, not intended for use by, anyone under the age of 13. If you are between the ages of 13 and 18, you may access and use the Website only under the supervision or direction of a parent or legal guardian who agrees to be bound by these Terms.
- All information provided by you to Merchant Partners while using the Website is correct and current, and you will update any information you provide to Merchant Partners as soon as it changes.
- Your use of the Website complies, and will continue to comply, with applicable laws and regulations.
- You will not use the Website in connection with any fraudulent or illegal activity or in any manner which interferes with the operation of the Website.
- If you are a business entity, you are authorized to do business in the jurisdictions in which you operate, and your employees are authorized to use the Website to bind you to these Terms.
- You will use the Website only in compliance with these Terms.
- Use of the Website.
- Grant of License. Merchant Partners either owns, or has licenses to, the Website and the intellectual property rights associated with it. Some components of the Website may be owned by third-party service providers (“Third-Party Providers”), but Merchant Partners has a valid license, including the right to sublicense, from such Third-Party Providers. Merchant Partners grants you a limited, non-exclusive, revocable, non-transferable, royalty-free license, without the right to sublicense, to access and use the Website in accordance with these Terms (the “License”). This License includes use of the Website and any materials contained in the Website. The Website is subject to the intellectual property rights of Merchant Partners and any Third-Party Providers and their respective licensors, existing under any foreign, state, or local laws or regulations, now or hereinafter in force and effect, and in any jurisdiction worldwide, including, without limitation, patent law, industrial rights law, copyright law, moral rights law, trade secret law, trademark law (together with all of the goodwill associated therewith), unfair competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights whether under statutory or common law (or otherwise), and any and all national, foreign, and state registrations, applications, renewals, extensions, and restrictions of any of the foregoing.
- Prohibited Use. You must comply with all laws, rules, and regulations applicable to your use of the Website. You will not, and will not permit any third party to do or attempt to do any of the following: (a) access or monitor any material or information in the Website using any manual process or robot, spider, scraper, or other automated means; (b) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell, loan, or distribute any material or information provided to you by Merchant Partners; (c) use the Website in any manner that would interfere with the rights of any third party or otherwise fail to comply with applicable third-party terms; (d) take any action that could compromise the security of the Website; (e) violate the restrictions in any robot exclusion headers in any aspect of the Website, work around, bypass, or circumvent any of the technical limitations of the Website, use any tool to enable disabled features or functionalities of the Website, or decompile, disassemble or otherwise reverse engineer the Website; (f) transfer any rights granted to you under these Terms; (g) perform or attempt to perform any actions that would interfere with the proper working of the Website, prevent access to or use of the Website by other users, or impose an unreasonable or disproportionately large load on Merchant Partner’s infrastructure, including, but not limited to, excessively high volume data transfers or bandwidth use; (h) encourage any conduct that would constitute a criminal offense or that gives rise to civil liability; (i) attempt to damage, disable, overburden, or impair Merchant Partner’s servers or networks; (j) impersonate any person or entity or otherwise misrepresent your identity or affiliation with another person or entity; or (k) otherwise use the Website except as permitted by these Terms (collectively, “Prohibited Use”). Merchant Partners reserves the right, at any time and in its sole discretion, to terminate any License granted under these Terms, remove any content, or assert legal action with respect to any content or use of the Website that Merchant Partners reasonably believes is or might be Prohibited Use or otherwise violate these Terms. Merchant Partner’s failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.
- User-Generated Data, User Content, and Feedback. “User-Generated Data” means any and all information that is generated by your use of the Website, including, but not limited to, automatic reporting and other tools that give you the ability to create, post, and distribute various forms of content for and in connection with the Website.
- You may have the opportunity to upload information to the Website (“User Content”). You represent that you will not contribute User Content to the Website unless you have created it or have express permission from the creator or copyright owner to do so. By contributing User Content to the Website, you grant Merchant Partners, its parents, subsidiaries, affiliates, and successors a worldwide, perpetual, irrevocable, non-exclusive, fully paid, royalty free, sub-licensable right to use, modify, reproduce, adapt, publish, prepare derivative works from, distribute, and publicly display any User Content contributed by you.
- You may not, and represent and warrant that you will not, contribute any User Content that, in MP’s sole discretion: (i) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, disparaging, libelous, threatening, predatory, harassing, hateful, racially or ethnically offensive, abusive, inflammatory, or is otherwise objectionable or inappropriate; (ii) promotes or encourages conduct that is illegal or would give rise to civil liability; (iii) breaches any duty toward, or rights of, any person or entity, including rights of publicity or privacy; (iv) contains corruptive data or any other harmful, disruptive, or destructive files; (v) is “spam” or contains direct marketing communications, unsolicited advertising, promotional materials or other forms of solicitation or commercial content; (vi) poses or creates a privacy or security risk to any person; (vii) is objectionable, restricts or inhibits any person or entity from using or enjoying any aspect of the Website, or which may expose Merchant Partners, its parents, subsidiaries, affiliates, or other Website users to harm or liability; or (viii) is an impersonation of, or attempt to impersonate, another person. Merchant Partners reserves the right, but shall have no obligation to, screen, edit, remove, or disable any User Content at any time and for any reason without notice. You acknowledge that by using the Website, you may be exposed to User Content that is offensive, indecent, or objectionable. Merchant Partners has no duty to pre-screen User-Generated Data or User Content. You agree that Merchant Partners shall not have any responsibility for or liability with respect to any User Content posted by you or others, and Merchant Partners expressly disclaims any and all liability in connection with any User Content or User-Generated Data.
- You may have the opportunity to provide feedback, comments, suggestions, and ideas concerning use of, or suggested improvements or enhancements to, the Website (“Feedback”). Feedback may also include your responses to surveys or other reporting. Merchant Partners and its authorized Third-Party Providers may obtain information from you regarding the use of the Website, including, but not limited to, Website usage or patterns, online activities or any other activities conducted through your use of the Website. You agree that your Feedback is provided gratuitously, unsolicited, and without restriction. Merchant Partners shall have no duties or obligations with respect to Feedback provided by you. Merchant Partners shall be entitled to use and disseminate any Feedback for any purpose, in its sole discretion, without any compensation to you.
- Intellectual Property (Including Marks).
- Intellectual Property Rights of Merchant Partners and Third Parties. Merchant Partners either owns, or has licensed, all U.S. legal right, title, and interest in and to the Website, including, but not limited to, any trademark, copyright, patent, trade secret, trade dress, service marks, and other worldwide intellectual property rights as they relate to Website (the “Intellectual Property”). Except as set forth in Section 4.1, these Terms do not grant you any rights with respect to the Intellectual Property. Merchant Partners, the Merchant Partners logo, and other Merchant Partners trademarks, service marks, graphics, and logos used in connection with the Website are trademarks or registered trademarks of Merchant Partners, its parents or affiliates (collectively, “Merchant Partners Marks”). Other trademarks, service marks, graphics, and logos used in connection with the Website are the trademarks of their respective owners (collectively, “Third-Party Marks”). The Merchant Partners Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Merchant Partners or the applicable trademark holder. The Website and all content are protected by copyright, trademark, patent, trade secret, international treaties, laws, and other proprietary rights and also may have security components that protect digital information only as authorized by Merchant Partners or the owner of the any content.
- Copyright Infringement. Merchant Partners reserves the right to terminate your access to the Website in the event you infringe on any copyright rights of Merchant Partners or any third party. Merchant Partners also reserves the right to remove any User Content or any other material posted by a User that is alleged to infringe the copyrights of others. If you believe that any material posted to the Website constitutes copyright infringement, you should provide the following information to Merchant Partners at the address provided in Section 13.1 below: (a) the signature of the person authorized to act on behalf of the owner of the copyright that is allegedly being infringed; (b) a description of the copyright-protected work that is allegedly being infringed; (c) the location of such material in the Website; (d) your address, telephone number, and email address; (e) a written statement by you stating your good faith belief that the use of the allegedly infringing material is not authorized by the copyright owner or applicable law; and (f) a written statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf. By submitting this notice, you agree that Merchant Partners may provide the information provided by you to the person who posted the allegedly infringing material. In the event that any material that you posted to the Website is removed by Merchant Partners, you may send to Merchant Partners at the address provided in Section 13.1 a counter-notice containing the information required by 17 USC § 512(g)(3), which Merchant Partners will forward to the party who alleged the infringement. In the event that the party who alleged the infringement does not file any action seeking a court order to restrain you from engaging in the infringing activity within ten (10) business days of receiving the counter-notice, Merchant Partners may, in its sole discretion, reinstate the removed material.
- Third-Party Content, Applications, Products, and Services (including Advertising and Promotions). Merchant Partners may provide third-party content in the Website (including embedded content) or links to our Third-Party Providers, other third-party vendors or other third-party content, websites, products, and services, including advertisements and promotions (collectively, “Third-Party Content”) as a service to those interested in this information. We do not control, endorse, or adopt any Third-Party Content, including that the inclusion of any link does not imply affiliation, endorsement, or adoption by Merchant Partners of any application or any information contained therein, and can make no guarantees as to its accuracy or completeness. You acknowledge and agree that Merchant Partners is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update and review such Third-Party Content. You agree to use such Third-Party Content contained therein at your own risk. When you use other websites via Third-Party Content, or participate in promotions or business dealings with third parties, you should understand that our Terms and policies no longer govern, and that the terms and policies of those third-party websites will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party website to which you navigate from our Website.
- Modification. Merchant Partners may, in its sole discretion, change, modify, or amend these Terms at any time. If we make material changes to these Terms, we will inform you by posting a notice on the Website. Any changes will be immediately effective upon posting the revisions to the Website, and you waive any right you may have to receive specific notice of such changes. Your continued use of the Website will confirm your acceptance of the changes; therefore, you should frequently review these Terms to understand the terms and conditions that apply to your use of the Website. In the event you do not agree with the amended Terms, your sole and exclusive remedy is to stop using the Website.
- Termination. Merchant Partners may, without notice and in its sole discretion, terminate your License to use the Website and block or prevent your future access to and use of the Website. Merchant Partner’s failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.
- Disclaimer of Warranties. THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH, OR ACCESSIBLE THOUGH MERCHANT PARTNERS, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERCHANT PARTNERS, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, MAKE NO REPRESENTATIONS AND DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH, OR ACCESSIBLE THOUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MERCHANT PARTNERS, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES DO NOT WARRANT THAT ANY CONTENT OF THE WEBSITE IS ACCURATE, RELIABLE, OR CORRECT; THAT THE WEBSITE WILL MEET YOU REQUIREMENTS; THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECT OR ERRORS WILL BE CORRECTED; OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MERCHANT PARTNERS SHALL NOT BE RESPONSIBLE FOR ANY WEBSITE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE WEBSITE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, ANY CONTENT THEREON OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE. MERCHANT PARTNERS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY OR LIABILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE WEBSITE.
- Limitation of Liability. UNLESS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL MERCHANT PARTNERS, ITS PARENTS, SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, OWNERS, EMPLOYEES OR AGENTS (THE “MERCHANT PARTNERS PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH THE USE, INABILITY TO USE, OR UNAVAILABILITY OF THE WEBSITE. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED DAMAGES ARE BASED ON A CLAIM OR ACTION IN CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF DUTY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, EVEN IF THE MERCHANT PARTNERS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OF LOSS. UNLESS OTHERWISE PROVIDED FOR IN THESE TERMS, IN NO EVENT SHALL THE MERCHANT PARTNERS PARTIES’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS AND THE USE OF THE WEBSITE EXCEED $500.00. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Indemnification. You will indemnify, defend, and hold harmless Merchant Partners, its parents, subsidiaries, and affiliates, and its and their directors, officers, owners, employees, agents, consultants, contractors, and other representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, causes of action, debts, losses, liabilities, damages, judgments, settlements, tax assessments, penalties, interest, and expenses, including reasonable attorneys’ fees, arising out of, related to, or which may arise from: (a) your use of the Website; (b) your actual or alleged breach of or non-compliance with any of these Terms; (c) your violation of any right of a third party in connection with your use of the Website, including, but not limited to, any right of privacy, publicity rights, or intellectual property rights of such third party; or (d) your violation or alleged violation of any federal or state law, rule, or regulation. Merchant Partners reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the you, in which event you will cooperate in asserting any available defenses.
- Governing Law; Dispute Resolution; Jurisdiction; Venue; Jury Waiver. These Terms and any claim, action, or dispute arising hereunder will be governed by the laws of the State of Texas, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods and Services shall have no applicability. In addition, we are subject to certain federal and state regulations and we must comply with these laws, regulations, and rules. You agree that if there is any inconsistency between these Terms and any applicable law, regulation, or rule, these Terms will prevail to the extent any such law, regulation, or rule may be modified by agreement.
- Notice. Any questions, complaints, customer service issues, or claims regarding the Website may be made by email, telephone, or regular mail to:
8383 158th Avenue NE, Suite 100
Redmond, WA 98052
- Assignment. These Terms, and any rights and Licenses granted hereunder, may not be transferred or assigned by you and any attempted assignment will be deemed void. Merchant Partners reserves the right to assign these Terms and the rights and obligations hereunder to any third party without notice to you. These Terms will be binding and inure to the benefit of the parties hereto and their successors and permitted assigns.
- Force Majeure. Without limiting the applicability of the terms of Section 10, the Merchant Partners Parties shall have no liability for any failure or delay resulting from conditions beyond the reasonable control of such party, including, but not limited to, any industrial dispute, acts of war, governmental action, acts of terrorism, acts of God, labor conditions, power failures and Internet disturbances.
- Entire Agreement; Changes. These Terms represent the parties’ entire understanding with respect to the subject matter contained herein and supersedes and cancels all prior written or oral contracts, agreements, and understandings of the parties with respect to the subject matter of these Terms.
- Survival. The provisions of these Terms which are expressly, or by implication, intended to continue in force notwithstanding the termination of these Terms or your termination of use of the Website for any reason, will survive termination or expiration of these Terms.
- No Waiver; Severability. The failure of Merchant Partners to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be removed to the minimum extent necessary and the remainder of these Terms shall remain in full force and effect.
- Conflicts. In the event of a conflict between these Terms and any other terms and conditions or policies of MP, these Terms shall prevail as to the subject matter contained herein.
- Headings and Subheadings. The use of titles and headings with reference to certain portions of these Terms is solely for the convenience of the reader and are of no legal effect.
Notice to California Residents. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
The provider of the Website is Merchant Partners, LLC., 8383 158th Avenue NE, Suite 100, Redmond WA 98052.
To file a complaint regarding the Website or to receive further information regarding use of the Website, send a letter to the above address or contact Merchant Partners via e-mail (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834 or by telephone at 800.952.5210.