Please read these Terms carefully before using the Site.
1. ACCEPTANCE; SCOPE
Sharon Merrill may amend, update or modify these Terms at any time, by posting amended Terms on the Site. If you do not consent to these Terms, as amended, you should not access or use the Site in any way and should immediately exit the Site. By continuing to access or use the Site after those changes become effective, you and the entity for which you are authorized to accept these Terms, agree to be bound by the revised Terms.
The Site may contain links to third-party websites not owned by Sharon Merrill. Sharon Merrill has no control over, and assumes no responsibility for, the availability, content, practices or policies (including privacy policies) of any such third parties. By using the Site, you expressly release Sharon Merrill from any and all liability arising from your use of any third-party website.
2. LIMITED LICENSE; RESTRICTIONS
SHARON MERRILL GRANTS YOU A LIMITED, NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE LICENSE TO ACCESS AND MAKE PERSONAL USE OF SHARON MERRILL’s services made available through the Site (collectively, the “Services”), as well as the CONTENT OF THE SITE (AS DEFINED BELOW), PURSUANT TO THESE TERMS. You may only use the Services and Content in connection with your business with Sharon Merrill and may not use the Services or Content for any other purpose. For avoidance of doubt, this license does not include any rights regarding resale or derivative use of the Services or Content, or any use of data mining, robots, or similar data gathering and extraction tools. You agree that you will not reproduce, redistribute, duplicate, copy, sell, transfer, create derivative works from, decompile, reverse engineer, alter, adapt, disassemble, or otherwise exploit the Site. All rights not expressly granted by Sharon Merrill herein are reserved.
As used throughout these Terms, “Content” includes photos, images, audio, videos, text and other materials of any and every type in all forms and mediums and appearing on the Site.
Sharon Merrill Content. All Content posted on the Site is protected by applicable copyright and trademark laws. Sharon Merrill, and its licensors and vendors and partners, retain all trademark, copyright and other intellectual property rights in any Content provided by Sharon Merrill and appearing on the Site (“Sharon Merrill Content”). All right, title and interest in and to the Sharon Merrill Content remains with Sharon Merrill at all times. You may access the Sharon Merrill Content in connection with your business with Sharon Merrill as intended and permitted under these Terms. Any use of the Sharon Merrill Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. You shall not reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Sharon Merrill Content for any other purposes without the prior written consent of Sharon Merrill. In addition to other prohibitions as set forth in these Terms, you are prohibited from using the Site with the intent to copy Sharon Merrill Content. All trademarks, including service marks and logos, appearing on any Sharon Merrill Content and/or the Site are owned, controlled, or licensed by Sharon Merrill and are protected by trademark law, whether registered or unregistered. Sharon Merrill’s trademarks and trade dress may not be used in connection with any product or service that is not Sharon Merrill’s in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Sharon Merrill.
Licenses Granted By You. Subject to the license granted herein, you retain all of your ownership rights in your Content. By submitting any Content through the Site or to Us, you grant Sharon Merrill and its successors, assigns and affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable license to use, sublicense, reproduce, distribute, prepare derivative works of, display, and perform your Content in connection with the Site and our business, including by way of example, for promoting the Site.
Your Representations and Warranties. For each piece of Content that you submit, you represent and warrant that: (a) you have the right to submit to or otherwise post the Content on the Site; (b) the Content does not infringe any third party’s rights, including intellectual property rights and privacy rights; (c) you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit and grant the licenses contained herein; and (d) the Content complies with these Terms and all applicable laws.
Acknowledgements. You acknowledge and agree as follows:
- Sharon Merrill does not permit copyright infringement or other violations of intellectual property rights on the Site, and we reserve the right to remove Content if properly notified that such Content infringes on another’s intellectual property rights;
- Sharon Merrill is not responsible or liable for the accuracy, utility, safety, or intellectual property rights of or relating to any user Content within the Site;
- Sharon Merrill does not endorse any Content, recommendation, view or opinion submitted to the Site by any user;
- You may be exposed to Content that is inaccurate, offensive, indecent or objectionable, and you hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto; and
- You are solely responsible for your own Content and the consequences of submitting and publishing your Content on the Site.
4. CODE OF CONDUCT
In accessing or using the Site, you agree that you will not:
- Upload photographs of people who have not given permission for their photographs or likeness to be uploaded to the Site;
- Submit false or misleading information, impersonate any person or entity or use any fraudulent, misleading or inaccurate email address or other contact information;
- Violate any applicable international, federal, provincial or state regulations, rules, laws, or local ordinances;
- Circumvent, disable, or otherwise interfere with security features of the Site;
- Submit, upload or display on the Site any Content that: (i) is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable; (ii) contains vulgar, obscene, profane or sexually explicit Content, including pornography or nudity; (iii) contains hateful, malicious or discriminatory Content, incites hatred towards any individual or group, or incites or advocates negative stereotypes, racism, sexism, terrorism or violence; (iv) encourages any illegal activity; (v) infringes our or any third party’s intellectual property rights or other rights; (iv) contains any confidential, proprietary or trade secret information of any third party; or (vii) includes any advertisements, solicitations, investment opportunities or other unsolicited commercial or chain communications or promotes the sale of goods or services;
- Defame, harass, stalk, attack, threaten, intimidate, or otherwise violate the rights of others, including, without limitation, others’ moral, privacy or publicity rights;
- Spam, hack into or deface the Site, or transmit any content that contains any viruses, worms, trojan horses, defects, or other destructive items;
- Harm or exploit minors; or
- Use the Site for any commercial, advertising or solicitation uses or to collect any personally identifiable information about others.
Termination for Cause. Sharon Merrill may terminate, suspend or disable your access and use of the Site (or any part thereof) if Sharon Merrill determines, in its sole discretion, that you have violated any provision of these Terms. Sharon Merrill may block your email address and Internet protocol address to prevent further use of the Site. If you believe that Sharon Merrill has suspended or terminated your use of the Site in error, you may contact us at email@example.com at any time.
Effect of Termination. Upon termination, all licenses granted by Sharon Merrill will terminate automatically and immediately. Sections 3, 5, and 7 through 10 of these Terms shall survive termination.
6. COPYRIGHTS; DMCA NOTIFICATIONS
Notifications of Claimed Infringement. Although Sharon Merrill is not obligated to review submissions for copyright infringement, we are committed to respecting copyrights and the other intellectual property of others. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA”) by providing our Copyright Agent (identified below) with the following information in writing (see 17 U.S.C 512(c)(3) for further details):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number and email address (if available) of the complaining party;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Counter-Notifications. If you believe that Content that was removed (or to which access was disabled) is not infringing, or that you have the necessary authorization from the copyright owner, the copyright owner’s agent or pursuant to the law, to post and use the Content, you may send us a counter-notification. DMCA notifications and counter-notifications must meet the then statutory requirements imposed by the DMCA (see 17 U.S.C 512(g)(3) or http://copyright.gov for more information).
Copyright Agent. Notifications, as described herein, should be sent to: firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notification may not be valid.
Sharon Merrill reserves the right to modify or discontinue the Site at any time. The Site and all Content is provided by Sharon Merrill “AS IS” and on an “as available” basis. When using the Site, information will be transmitted over a medium that may be beyond the control and jurisdiction of Sharon Merrill and its suppliers. Accordingly, Sharon Merrill assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Site.
Occasionally there may be information on our Site or in the Services that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Services is inaccurate at any time without prior notice.
Without limiting the foregoing, Sharon Merrill expressly disclaims, and assumes no liability or responsibility for, any: (a) errors, omissions, or inaccuracies of the Content; (b) personal injury, including death, or tangible or intangible property damage or loss of any nature whatsoever resulting from your access to or use of the Site; (c) unauthorized access to or use of the Site or any Content; (d) interruption or cessation of transmission to or from the Site; (e) bugs, viruses, trojan horses, time bombs or the like which may be transmitted to, by or through the Site; (f) modifications to the Site, suspension or discontinuance of the Services; or (g) loss or damage of any kind incurred as a result of the use of the Site or any Content posted, transmitted, or otherwise made available through the Site.
Sharon Merrill does not endorse, guarantee or assume responsibility for any content, product or service posted, advertised or offered by any third party on or through the Site, and Sharon Merrill will not be a party to, or be responsible for monitoring, any transaction between you and any third-party provider of products or services.
8. LIMITATION OF LIABILITY
You acknowledge and agree that, to the fullest extent permitted by law, Sharon Merrill will not be liable to you for any damages (including, without limitation, direct, indirect, incidental, special, punitive, or consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from (a) the use of or inability to use the Site or the Content; (b) errors, omissions, or inaccuracies of the Content; (c) tangible or intangible property damage or loss of any nature whatsoever resulting from your access to and use of the Site; (d) any unauthorized access to or use of our servers or any and all personal information stored on such servers; (e) any interruption or cessation of transmission to or from the Site; (f) any bugs, viruses, trojan horses or the like which may be transmitted to, by or through the Site; (g) any loss or damage of any kind incurred as a result of your use of any Content posted, emailed, transmitted or otherwise made available through the Site, whether based on warranty, contract, tort, or any other legal theory, and whether or not Sharon Merrill has been advised of the possibility of such damages. Without limiting the foregoing, in no event shall Sharon Merrill be liable for damages incurred by you exceeding U.S. $1,000 irrespective of fault or negligence. In consideration of your use of the Site you hereby waive and release Sharon Merrill from any such claim for damages. Any claims arising in connection with your use of the Site or any Content must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms are exclusive and you are limited to those remedies expressly provided for in these Terms.
To the extent permitted by applicable law, you agree to defend and indemnify Sharon Merrill and its members, managers, directors, officers, employees, affiliates, agents, contractors, suppliers, service providers and licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses, including without limitation, reasonable attorneys’ fees, arising from or relating to: (a) your access to or use of the Site; (b) your violation of any term of these Terms or any law; or (c) your violation of any third party right, including without limitation any copyright, property, intellectual property, privacy or publicity right. The foregoing obligations shall survive these Terms and any termination of your use of the Site.
Severability. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Sharon Merrill’s prior written consent. Sharon Merrill may assign these Terms without restriction.
Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and our failure or delay to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
No Third-Party Beneficiaries. Nothing in these Terms shall be deemed to confer any third-party rights or benefits.
Electronic Communication. When you use the Site or send email to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
If you have any questions, please contact us via email at email@example.com.
Last Revised: July 20, 2023