1. Copyright and Proprietary Rights
- All of the pages and screens on the Meriwest Site are owned and controlled by Meriwest, except as otherwise expressly stated, and are protected by U.S. copyright laws and international copyright laws. The copyrighted materials on the Meriwest Site include, but are not limited to, the text, design, software, images, graphics, source code, and the content on the Meriwest Site ("Meriwest Information"). You are authorized to view the information available on the Meriwest Site for your informational purposes only. You may download copyrighted materials for your personal use only. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may not copy, display, distribute, transfer, link to, reproduce, license, frame, alter, create derivative works of, or republish all or any portion of the Meriwest Site for any commercial or public purpose without Meriwest’s prior written consent. Featured words used on the Meriwest Site to identify the source of goods and services are trademarks and service marks owned by Meriwest or owned by third parties. You may not use, copy, display, distribute, modify, or reproduce any of the trademarks found on the Meriwest Site except as authorized in this paragraph. You may not use any of the Meriwest trademarks as a link to the Meriwest Site except pursuant to a written trademark license agreement.
2. Use of Meriwest Information
- Meriwest authorizes you to download or copy Meriwest Information, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials and that you comply strictly with these Terms. You may not modify, edit, or take out of context Meriwest Information such that its use creates a false or misleading statement or impression as to the positions, statements, or actions of Meriwest. Except as specifically permitted pursuant to Section 3 below, the Meriwest Site is for your personal and non-commercial use. If you breach any of these Terms, your authorization to use Meriwest Site automatically terminates and you must immediately destroy any downloaded or printed materials. Unauthorized use of the Meriwest Site may give rise to a claim for damages and/or be a criminal offense.
3. Linking to the Meriwest Site
- You may not create a link to the Meriwest Site from another website without our prior written consent, which may be withheld in our sole and absolute discretion
4. Links from the Meriwest Site to other Websites
5. Potential Disruption of Service
- Access to the Meriwest website may from time to time be unavailable, delayed, limited, or slowed due to, among other things:
- hardware failure, including among other things failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;
- software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;
- overload of system capacities;
- damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown, or natural disasters;
- interruption (whether partial or total) of power supplies or other utility of service;
- strike or other stoppage (whether partial or total) of labor;
- governmental or regulatory restrictions, exchange rulings, court or tribunal orders, or other human intervention; or
- any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the control of Meriwest.
6. LIMITATION OF LIABILITY
- THE MERIWEST SITE IS OFFERED ON AN "AS IS," "WHERE IS," AND "WHERE AVAILABLE" BASIS, WITH NO WARRANTY OF ANY KIND - WHETHER EXPRESS, IMPLIED, OR STATUTORY - INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
- YOU ACKNOWLEDGE THAT MERIWEST AND ITS RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS DO NOT WARRANT THAT THE MERIWEST SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES MERIWEST MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MERIWEST SITE, OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE MERIWEST SITE. MERIWEST DOES NOT ENDORSE PRODUCTS OR SERVICES APPEARING ON LINKED SITES OR PURCHASED VIA LINKED SITES. (THIS DOES NOT AFFECT ANY MANUFACTURER'S WARRANTIES THAT THE PROVIDERS OF THE LINKED SITES OTHERWISE OFFER.)
- EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, YOU AGREE THAT MERIWEST IS NOT RESPONSIBLE FOR ANY LOSS, PROPERTY DAMAGE, OR BODILY INJURY, WHETHER CAUSED BY ACCESS TO OR USE OF THE MERIWEST SITE. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MERIWEST WILL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, ECONOMIC, OR OTHER DAMAGES ARISING IN ANY WAY OUT OF OR RELATING TO THE MERIWEST SITE, ANY ON-LINE SERVICES OR INTERNET BROWSER SOFTWARE, INCLUDING LIABILITY ASSOCIATED WITH ANY COMPUTER VIRUSES WHICH MAY INFECT YOUR COMPUTER SYSTEM, REGARDLESS OF WHETHER MERIWEST HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE
7. Choice of Law, Jurisdiction, and Enforcement
- These Terms shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without reference to any conflict of law principles. You hereby consent to venue in and jurisdiction of the state and federal courts sitting in the State of California. Notwithstanding anything to the contrary, Meriwest shall have the right to elect in its sole discretion the forum for any lawsuit arising hereunder brought by Meriwest. Because you shall have access to Meriwest Information and other valuable proprietary materials of Meriwest, you agree that Meriwest shall have the right to enforce these Terms and any of its provisions by injunction (without being required to show any actual damage or to post an injunction bond), specific performance, or any other equitable relief without prejudice to any other rights and remedies that Meriwest may have for the breach of these Terms. If any provision of these Terms is for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of these Terms shall continue in full force and effect.
- You agree to indemnify, defend, and hold harmless Meriwest and its officers, directors, employees, successors, and assigns from and against any and all claims, demands, losses, liabilities, penalties, expenses, and any or other damages (including, without limitation, reasonable attorneys’ fees) directly or indirectly resulting from, relating to, or arising in connection with: (1) your breach or violation of these Terms; (2) your use of the Meriwest Site; (3) any transactions or other activities you engage in with any third party service providers, third party merchant sites, or other third parties who are part of our affiliate program or who you access by or through the Meriwest Site; (4) your infringement or violation of the intellectual property or other rights of third parties; and (5) your negligence or willful misconduct.
9. Change in Terms
- By continuing to use the Meriwest Site after the date of any change to these Terms, including accessing the Meriwest Site, you agree to be bound by the rules contained in the most recent version of these Terms.
- You agree that (1) you will not engage in any activities related to the Meriwest Site that are contrary to applicable law, regulation, or the terms of any agreements you may have with Meriwest, and (2) in circumstances where locations of the Meriwest Site require identification for process, you will establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals.
- MERIWEST MAY DISCONTINUE OR MAKE CHANGES IN THE INFORMATION, PRODUCTS, OR SERVICES DESCRIBED HEREIN AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND MERIWEST DOES NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. MERIWEST RESERVES THE RIGHT TO TERMINATE ANY OR ALL MERIWEST SITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO THE USER. FURTHERMORE, BY OFFERING THE MERIWEST SITE AND MERIWEST INFORMATION, PRODUCTS, OR SERVICES VIA THIS WEBSITE, NO DISTRIBUTION OR SOLICITATION IS MADE BY MERIWEST TO ANY PERSON TO USE THE MERIWEST SITE OR SUCH MERIWEST INFORMATION, PRODUCTS, OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THE MERIWEST SITE AND SUCH INFORMATION, PRODUCTS, OR SERVICES IS PROHIBITED BY LAW.
10. Limitation of Claims
- Any action or any claim against Meriwest must be brought by the user within one (1) year following the date the claim first accrued, or shall be deemed waived.
11. Entire Agreement
- These Terms constitute the entire and only agreement between us and you, and supersede all prior or contemporaneous agreements and understandings, express or implied, oral or written, except as herein contained, with respect to the Meriwest Site, the content, products, or services provided by or through the Meriwest Site, and the subject matter of these Terms.
- We reserve the right to terminate these Terms and your access to the Meriwest Site, in whole or in part for any reason, at any time without prior notice.
14. No Waiver
- No waiver of any of the foregoing terms and conditions shall be effective unless it is in writing and signed by an authorized officer of Meriwest, and no waiver shall be deemed to imply or constitute a continuing waiver of any other term or condition.
15. Attorneys' Fees
- The prevailing party in any dispute between the parties arising out of the interpretation, application, or enforcement of any provision of this Agreement shall be entitled to recover all of its reasonable attorneys' fees and costs whether suit be filed or not, including, without limitation, costs and attorneys’ fees related to or arising out of any arbitration proceeding, trial, or appellate proceedings.