Welcome, and thank you for being part of Merryfield, PBC (“Merryfield”). These Terms of Service are a legally binding agreement between you and Merryfield, a Delaware Public Benefit Corporation, regarding your use of Merryfield’s mobile applications, website, networks, and other (collectively, the "Service").
As used in these Terms of Service, the words "you" and "your" refer to you, the user of Merryfield’s applications, website, or devices, as the party agreeing to these Terms of Service. The words "we", "us", "our" and any other variation thereof refer to Merryfield. Any reference to "Merryfield" in this document includes our directors, officers, employees, contractors, owners, agents, licensors, or licensees.
1. Accepting the Terms
Merryfield may modify any aspect of these Terms of Service from time to time. Any and all changes to these Terms of Service will be posted on the merryfield.com site. The Terms of Service will always indicate the date it was last revised. When you use the Services after those changes are posted, you are deemed to have accepted the new Terms of Service and agree to be bound by any changes to the Terms of Service.
IMPORTANT NOTICE: These Terms of Service contain certain disclaimers and limitations on our liability and a binding arbitration clause and class action waiver, which waives your right to sue in court or seek a jury trial for disputes relating to your use of the Services. These terms only apply to the use of the Services and not to any purchase of qualifying products from third party merchants.
2. Privacy and your Personal Information
3. Mobile Services
Merryfield offers mobile applications as a convenient way for our members to use the Services. If you download and access the Services through Merryfield app, your wireless service carrier's standard charges, data rates and other fees may apply. Not all Mobile Services may work with all carriers or devices. Your use of any mobile application or other downloadable software we may provide (each, an "App") is subject to an End User License Agreement. The applicable End User License Agreement depends on the platform on which the App is offered and the features of the App. The End User License Agreement will be presented to you when you download and/or install the App and will be accessible through the App. Apps are deemed part of the Service, and all such End User License Agreements are hereby incorporated into, and made a part of, these Terms of Service by reference.
4. Rights and Eligibility to use Merryfield
You may register for one (1) account with Merryfield for your personal and non-commercial use. The Service is offered and available only to individuals who are 13 years of age or older, are able and competent to comply with these Terms. By accessing or using the Service, you represent and warrant that you meet these eligibility requirements. If you are under age 13, you may not, under any circumstances or for any reason, use the Services.
If you have been previously suspended, removed, or otherwise deactivated from using the Services, you are not permitted to register another account to use the Services in any way. If you are not eligible, or do not agree to all of the Terms of Service, then please do not use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change eligibility criteria at any time.
5. Accounts and Sign Up
To access most features of the Service you must sign up for an account. When you sign up for an account, you may be required to provide us with some information about yourself (such as your email address or other contact information). You agree that the information you provide to us is and will be accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure for any reason (for example, in the event of a loss, theft or unauthorized disclosure or use of your password), then you agree to notify us immediately by sending an email to email@example.com. We assume that anyone using the Services or transacting through your account is you; we are not responsible for any loss you suffer as a result of not keeping your account information current.
As part of the Services, you may receive push notifications, text messages, alerts, emails or other types of messages directly sent to you outside or inside Services ("Messages"). You have control over the Messages settings, and can opt in or out of these Messages through the features available for each specific means of Messaging, such as through the Services or through your devices' operating system. Some Messages are transactional in nature and cannot be unsubscribed from. Please be aware that messaging fees may apply depending on the message plan you have with your wireless carrier.
6. Description of the Services Merryfield is a mobile app-based product discovery and brand rewards platform. Merryfield’s member brands are invited to participate in the platform by virtue of their adherence to Merryfield’s proprietary Quality Standards (“Standards”). Merryfield’s app provides product recommendations and information for grocery, household and personal care, and other items. The Merryfield platform is designed to reward you with Points (“Points”) for purchasing products and completing Offers (“Offers”) from participating qualifying brands. Points can be exchanged for Rewards (“Rewards”), including retailer gift cards.
7. Third Party Product Recommendations and Information
Merryfield has developed and maintains proprietary Standards which govern which products are defined and presented within the Merryfield platform. These Standards are subject to change, and information about the Standards is available to you from within the App.
For your convenience, Merryfield displays information about recommended products, such as ingredients or product attributes, within the App. Whilte Merryfield makes commercially reasonable efforts to ensure such information is accurate and up-to-date, Merryfield does not, and does not intend to, provide health or medical advice. You must consult your medical or healthcare professional for medical and health advice. The information provided is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients, or creating a dietary or meal plan.
While Merryfield attempts to verify product content and information accuracy, and make updates due to product changes, we assume no obligation to do so and do not guarantee that any content on or accessible through the Services is or will continue to be accurate. You acknowledge and agree that the Services and content are made available to you and may be used by you solely at your own risk, and you are solely responsible for any harm (including injury and death), damage or loss to your or to any third party arising from or relating to your use of the Services or content.
If you have any particular allergies or related risks, we very strongly recommend independent verification of all product information accessed on or through the Services prior to consumption or use. We rely on third parties with respect to ingredient information – including with respect to allergens – and your are responsible for verifying all product ingredients before purchasing, consuming or using any products. The services and all content provided therein are for personal, informational and educational purposes only. Your reliance upon any content or any other information provided through the Service, is solely at your own risk.
8. Offers, Rewards, and Redemption of Points
Merryfield has created a platform that lets you accumulate Points in your Merryfield account by activating and completing Offers. To complete Offers, you will fulfill specific Offer requirements such as purchasing qualifying products, purchasing products from qualifying brands, or by completing other activities including taking surveys, entering a referral code, or engaging in any other activity determined by Merryfield. To ensure appropriate use, Merryfield may limit you to earning a maximum number of Points within a specified time period; any such limits will be communicated within the Service. You are permitted to earn Points with Merryfield in connection with shopping activity for non-commercial, personal and household purposes.
For Offers with specific purchase requirements, you must provide Merryfield with a valid store receipt. The receipt containing the purchase must contain a description of the product specific enough to confirm that the purchase was made, and the receipt must also display a date of purchase within the time requirements specified by Merryfield. The receipt must be an original receipt printed from a merchant’s point of sale device on its original receipt paper. When you allow Merryfield to process a receipt, by upload in our app or by other means (including but not limited to email, linking an account, or other means made available by Merryfield), you are allowing Merryfield to identify the details printed on that receipt. If you purchased a product qualifying for a valid Offer according to the terms of that Offer, and the receipt clearly describes a qualifying product, you will earn the points associated with that Offer. For Offers dependent upon purchase price, Points are calculated based on your net purchase amount, which excludes taxes, fees, discounts or credits, or returns. Points are earned on net dollars spent (up to two decimals) for points-eligible purchases. No Points will be earned for any purchases made prior to creating an account with Merryfield and activating the applicable Offer.
Once your Merryfield Points balance reaches the Minimum Distribution Amount specified in the Service (“Minimum Distribution Amount”), you may elect to exchange your Points for one or more of the available Rewards options as shown in the Merryfield mobile app. The available Reward options are subject to change without notice to you, in accordance with these Terms, and you have no vested right to any particular form or method of distribution of your Points. Prior to distribution, Points have no cash, monetary, or other value, and cannot be redeemed in whole or in part for cash. There is no automatic redemption of Points. No interest is accrued on Points. Points may be redeemed for Rewards at the rate specified in the Services at the time of redemption. Points are not transferable.
Gift cards from third-party merchants may be offered as available Rewards. The merchants represented are not sponsors of the Rewards or otherwise affiliated with Merryfield. The logos and other identifying marks are trademarks of and owned by each represented company and/or its affiliates. Gift cards are managed by the retailer in accordance with the retailer’s terms and conditions. Please visit each company’s website for additional terms and conditions. Depending on applicable federal, state, and local tax laws, your distribution of Rewards may be subject to taxes. You will be solely responsible for any and all tax liability arising out of your distribution of Rewards and you agree to provide Merryfield with information Merryfield requests in connection with applicable federal, state, and local tax laws. You are solely responsible for any tax liability (including fees, penalties or fines) incurred by Merryfield as a result of your action or inaction in connection with the foregoing (including your failure to provide Merryfield with information). Merryfield is further authorized to offset such tax liability from your Rewards.
Merryfield does not guarantee that any particular Reward or Offer will be available on any given product for any specific user at any moment in time. Offers may have expiration dates or limited quantities. Furthermore, not all Rewards or Offers may be available to all users at all times, and different Rewards or Offers may be available only to certain Users. Items for which Rewards are or will be available are subject to change without notice. Merryfield reserves the right to change, remove, discontinue or otherwise alter the available Offers at any time. Descriptions of Offers may include inaccuracies or typographical or other errors. You agree that neither Merryfield nor our partner(s) are responsible for such errors and that both we and the partner reserve the right to correct them when they are discovered. If there is a conflict between these Terms and the terms and conditions of any Offer, unless explicitly provided otherwise in these Terms, the Offer terms and conditions will control.
Each Offer may be subject to Additional Terms and may be discontinued by Merryfield at any time. At any time and in Merryfield’s sole discretion, Merryfield may: (i) determine whether or not you are eligible to redeem an Offer; (ii) determine whether or not you have earned Points; or (iii) adjust your Points total. Should you disagree with any adjustments made to your account, your sole remedy is to cease use of the Services.
Rewards provided under this Section 8 are furnished solely by Merryfield and are not underwritten, sponsored, or provided by any other third-party. By accepting these Terms of Service you agree to not to seek Rewards or make any claims for Rewards against third-party providers, merchants or manufacturers of products and services. You agree that Merryfield may transfer and/or assign its rights and obligations under these Terms at any time.
9. Location Data
Some features of the Service enable us to tailor your experience on the Service based on your location. If you decline to provide location information, or in our judgment, we cannot verify your location, you may be unable to utilize some or all features of the Service.
10. User Content
Certain features of Merryfield may permit users to post content, including messages, reviews, photos, images, folders, data, text, and other types of works (collectively called, "User Content") and to publish User Content on the Service. By posting User Content, you grant Merryfield a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute and re-distribute, and otherwise exploit your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You retain copyright and any other proprietary rights you hold in the User Content that you post to the Service.
You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Merryfield and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in these terms and in the manner contemplated by Merryfield and the Terms. Your User Content, and the use thereof as contemplated herein, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) contain any viruses, adware, spyware, worms, or other malicious code; or (d) violate any applicable law or regulation.
We are under no obligation to edit or control User Content that you and other users post or publish, and will not be in any way responsible or liable for User Content. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Merryfield with respect thereto. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to the Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Merryfield does not permit copyright infringing activities on the Service.
11. Receipt Scanning and Item Accuracy
Receipt scanning technology is not always accurate. If an item is improperly identified, either by product name, size, or price, please follow instructions in the Merryfield app to resolve this inaccuracy. If your issue cannot be resolved, please contact our support team at firstname.lastname@example.org.
Receipt correction processes may not be available for certain receipt types. In addition, you may have a limited period of time, as stated in the Services, in which you are allowed to correct your receipt(s). You are responsible for ensuring the accuracy and validity of the scanned receipt, and Merryfield or any other affiliated business or retailers are not responsible for any inaccuracies in this process. By agreeing to these terms, you agree that Merryfield is not responsible or liable for any of the above.
12. Fraudulent Activity
Any form of fraudulent activity violates these Terms and Merryfield may at our sole discretion deduct any Points we deem in our sole discretion to be fraudulent, terminate your account including all Points, and take any legal or equitable action which may be applicable. This includes, but is not limited to, creating fake receipts, fake accounts, or buying products and returning them. Using fraudulent purchases to earn Points is prohibited. In such an instance you may dispute such deduction or termination due to fraud by contacting Merryfield support (email@example.com) within thirty days of points deduction or receipt rejection. Receipts which you submit through the Services must be on the original paper receipt issued by a retailer, which cannot have been altered in any way and must be the receipt from a purchase that you paid for personally.
13. Your Obligations
You agree that:
Further, by using the Services, you may not and agree not to:
14. Monitoring Content
If Merryfield determines in our sole discretion that you have violated these Terms of Service, we may in our sole discretion and as permitted by law, suspend, terminate, delete, close, or otherwise render inaccessible your account and any pending, current, or future Points balance you may have immediately expires. We will notify you of such termination at the email address you provide us, and such termination shall be effective immediately. You agree that you are solely responsible for all applicable federal, state, local or provincial withholding, taxes, and government fees or costs associated with Points or Rewards and any exchanges and distributions.
16. Digital Millennium Copyright Act
Merryfield complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service, you may contact our Designated Agent at the following address:
100 Summer Street
Boston, MA 02110
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of the material that you claim is infringing and where it is located on the Service; your address, telephone number, and email address; a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Merryfield is free to use, however, we do deduct points for inactive accounts due to the costs associated with the creation and maintenance of your Merryfield account. An account is considered to be “inactive” if you do not open the Merryfield app (while logged-in to Merryfield) during a six (6) month period and perform either of the following activities: (1) if you fail to submit any receipts or (2) if you fail to redeem any Points for a Rewards. Thirty (30) days before your account becomes inactive, Merryfield will attempt to notify you of this inactivity by sending you an email to the address you provided in your Registration Data. If your account is deemed to be inactive, Merryfield will deduct points each month (“Inactive Account Deductions”) from your account until (i) the account is deemed active or (ii) your Merryfield points balance is zero. Inactive Account Deductions are nonrefundable.
Inactive accounts will also no longer earn points. If you reactivate your account by logging back into the App after 6 months, you will have the option to begin earning points again.
18. Cancellation and Termination
If you elect to cancel your Merryfield account, it will be your responsibility to exchange your remaining points (subject to our Minimum Distribution Amount described above) before cancelling. If you do not make a redemption request before canceling your account, any Points balance in your account expires upon such cancellation.
If at the time of cancellation you have less than the Minimum Distribution Amount in your points account, any rights you have to the points in your account will terminate and you will no longer be eligible to redeem rewards. Merryfield points and Merryfield benefits and services are the sole property of Merryfield. Points have no cash value and Merryfield will not compensate or pay cash, cash equivalent, or credit for any forfeited or unused points.
Merryfield is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your violation of any of these Terms. Merryfield has the sole right to decide whether you are in violation of these Terms. If your account is terminated or disabled by Merryfield for any reason, then your existing Merryfield Points will be forfeited and any further transactions which might otherwise earn you Merryfield points will not be deemed to be applicable.
Account termination may result in destruction of any Content associated with your account. We will try to provide advance notice to you prior to our terminating your account, but we may not do so if we determine it would be impractical, illegal, not in the interest of someone's safety or security, otherwise harmful to the rights or property of Merryfield, or for any other reason deemed reasonably by us.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms that relate to any disputes between you and Merryfield.
19. Ownership and Copyright
Except as otherwise indicated, the Services, and all text, images, marks, logos and other content contained in or communicated using the Services, including, without limitation, the Merryfield logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the "Content") are the property of Merryfield or its licensors and are protected by United States and international copyright laws. All rights to the Content are expressly reserved. Nothing contained in the Services may be construed as granting, by implication, estoppel or otherwise, any license or right to use any patent, trademark, copyright or other proprietary right of Merryfield or any third party without the prior written permission of Merryfield or such other party that may own such patent, trademark, copyright or other proprietary right(s).
Merryfield, our logo and all other product or service names or slogans displayed on or communicated through the Services are registered and/or common law trademarks of Merryfield and/or our suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Merryfield or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Merryfield and may not be copied, imitated or used, in whole or in part, without the prior written permission. All other trademarks, registered trademarks, product names and company names or logos displayed on or communicated through the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Merryfield.
21. Limited License
Merryfield grants you a personal, non-commercial, limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Services and to view, copy and print portions of the Content. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print portions of the Content for your own informational, personal and non-commercial use in accordance with the Terms; (ii) you may not modify or otherwise make derivative uses of the Services or the Content, or any portion thereof; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; (v) you may not use the Services or the Content other than for their intended purpose; and (vi) you may not reproduce, prepare derivative works from, distribute or display the Services or any Content (except for page cacheing), except as provided herein. Except as expressly permitted above, any use of any portion of the Services or Content without the prior written permission of Merryfield is strictly prohibited and will terminate the license granted herein. This license is revocable at any time, and for any reason, or for no reason. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
You represent and warrant that you will be personally responsible for your use of the Services and that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties or violate any applicable law. You expressly agree to indemnify Merryfield, its affiliates and their respective directors, officers, employees and agents, against any liability to any person (including, without limitation, any damages, losses, costs and expenses) arising out of (i) your access to, use of or alleged use of Content or the Services, (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
You may contact Merryfield at firstname.lastname@example.org to request permission for uses of Content not included in the license.
22. Disclaimer of Warranties, Limitation of Liability and Indemnification.
Disclaimer of Warranties.
We take reasonable steps to provide the Services in a secure, timely, accurate and complete manner. However, it is possible that information provided through the Services may be incorrect or not current. Further, the Internet has inherent risks and we cannot guarantee that your access to and use of the Services will be uninterrupted or error free or that the Services, or sites to which they may link, will be free from loss, corruption, attack, interference, hacking or other security intrusion. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our sites for any reconstruction of any lost data. You are responsible for making sure your information is correct and current. The products that you purchase for Points that may be awarded that are associated with Offers are not sold by us, and we have no responsibility for them or for any loss or damage you may suffer from purchasing or using them. Merryfield is not responsible for typographical errors or omissions relating to pricing, text or photography. While Merryfield attempts to enable your access to and use of the Services, Merryfield cannot and does not represent or warrant that the Services or its servers are free of viruses or other harmful components therefore you should use industry recognized software to detect and disinfect viruses or other harmful components from any download. Merryfield is not responsible or liable for any loss or damage of any sort incurred as the result of dealings third party promotions or as the result of the presence of third-party advertisers on the Services. YOUR USE OF THE SERVICES AND THE CONTENT PROVIDED ON THE WEBSITES AND MOBILE APPLICATIONS IS AT YOUR OWN RISK. THE SERVICES AND THE CONTENT PROVIDED THROUGH THE WEBSITE AND MOBILE APPLICATIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN WITH RESPECT TO THE SERVICES, THE MOBILE APPLICATIONS OR ANY HYPERLINKS TO OTHER INTERNET RESOURCES.
Limitation of Liability.
MERRYFIELD, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (THE "MERRYFIELD PARTIES") SHALL NOT BE LIABLE FOR DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR ANY CONTENT PROVIDED THROUGH THE PROGRAM, INCLUDING BUT NOT LIMITED TO, DAMAGES CAUSED BY YOUR RELIANCE ON THE ACCURACY, COMPLETENESS OR TIMELINESS OF INFORMATION PROVIDED BY THE SERVICES OR YOUR PROVISION OF USER INFORMATION OR USER CONTRIBUTIONS TO THE SERVICES, EXCEPT THAT THE FOREGOING SHALL NOT PRECLUDE RECOVERY OF DAMAGES FOR PERSONAL INJURY, LOSS OR DAMAGE TO PERSONAL PROPERTY, OR UNAUTHORIZED USE OR DISCLOSURE OF PERSONALLY IDENTIFIABLE INFORMATION CAUSED BY THE MERRYFIELD REWARDS PARTIES’ NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, FRAUD OR OTHER WILLFUL, UNCONSCIONABLE OR INTENTIONAL MISCONDUCT. NOTHING HEREIN SHALL BE CONSTRUED TO LIMIT THE CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER TO RECOVER ATTORNEYS’ FEES OR OTHER REMEDIES AFFORDED BY STATUTE OR OTHER LAW.
You agree to defend, indemnify and hold harmless Merryfield, its affiliates, officers, agents, employees, and partners arising from or in any way related to any third party claims relating to from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Services other than as expressly authorized in these Terms of Service, your violation of the rights of a third party, or any negligent acts, omissions or intentional wrongdoing by you. Any such indemnification shall be conditioned on the indemnified party: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. The indemnified party shall be entitled to participate in such defense at its own cost and expense.
The foregoing Disclaimer of Warranties, Limitation of Liability and Indemnification provisions shall apply to the fullest extent permitted by law.
23. Linking and Third-Party Websites
In providing the Services, Merryfield may link to websites operated by third parties. Merryfield has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Merryfield will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Your interactions with third-party organizations and/or individuals found on or through the Services, including payment and delivery of goods or services (for example, your purchases of goods from your local grocery store), and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Merryfield shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between users of the Services and any third party, you agree that Merryfield is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Merryfield, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Merryfield’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
25. Applicable Law and Venue
These Terms are governed by and will be construed under the laws of the State of Massachusetts, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in the State of Massachusetts, in English, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Massachusetts.
26. Dispute Resolution and Arbitration
We expect that our customer service team will be able to resolve most issues you may have using the Services. You can contact our customer service team at email@example.com. In the unlikely event that an issue remains unresolved, we prefer to specify now what each of us should expect in order to avoid any confusion later. Accordingly, you and we agree to the following resolution process.
In an attempt to find the quickest and most efficient resolution of our issues, you and we agree to first discuss any issue informally for at least 30 days, except as provided below. To do that, please send your full name, your email and/or mailing address, your concern, and your proposed solution by certified mail to us at:
100 Summer Street
Boston, MA 02110
If we would like to discuss an issue with you, we will contact you using an email or mailing address we have on file for you.
IF WE DO NOT REACH AN AGREED UPON SOLUTION AFTER OUR DISCUSSIONS FOR AT LEAST 30 DAYS, YOU AND WE AGREE THAT ANY CLAIM THAT EITHER OF US MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE (INCLUDING FORMATION, PERFORMANCE, OR BREACH OF THEM), OUR RELATIONSHIP WITH EACH OTHER, THE AGREEMENT TO ARBITRATE, THE SCOPE OF THIS ARBITRATION AGREEMENT, OR USE OF THE SERVICES (A "CLAIM") MUST BE RESOLVED THROUGH PRIVATE AND CONFIDENTIAL BINDING INDIVIDUAL ARBITRATION. ALL CLAIMS WILL BE ARBITRATED BEFORE A SINGLE ARBITRATOR ON AN INDIVIDUAL BASIS AND SHALL NOT BE CONSOLIDATED OR JOINED IN ANY ARBITRATION WITH ANY CLAIM OF ANY OTHER PARTY. AS AN EXCEPTION TO THIS ARBITRATION AGREEMENT, EITHER YOU OR WE MAY PURSUE IN SMALL CLAIMS COURT ANY CLAIM THAT IS WITHIN THAT COURT'S JURISDICTION AS LONG AS YOU PROCEED ONLY ON AN INDIVIDUAL BASIS, AND YOU OR WE MAY AT ANY TIME BRING SUIT IN COURT AGAINST THE OTHER PARTY IN RELATION TO CLAIMS BASED ON INFRINGEMENT OR MISUSE OF INTELLECTUAL PROPERTY AND/OR MISAPPROPRIATION OF TRADE SECRETS. NOTHING HEREIN SHALL BE CONSTRUED TO PRECLUDE ANY PARTY FROM SEEKING INJUNCTIVE RELIEF IN ORDER TO PROTECT ITS RIGHTS PENDING AN OUTCOME IN ARBITRATION. INJUNCTIVE RELIEF MAY BE SOUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF MASSACHUSETTS, FOR U.S. RESIDENTS TO HELP RESOLVE ANY ISSUES BETWEEN US PROMPTLY AND DIRECTLY, YOU AND WE AGREE TO BEGIN ANY ARBITRATION WITHIN ONE YEAR AFTER A CLAIM ARISES; OTHERWISE, THE CLAIM IS WAIVED. YOU AND WE ALSO AGREE TO ARBITRATE IN EACH OF YOUR AND OUR INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND YOU AND WE EXPRESSLY WAIVE ANY RIGHT COMMENCE OR PARTICIPATE IN ANY CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS AND, WHERE APPLICABLE, YOU AND WE ALSO AGREE TO OPT OUT OF ANY SUCH CLASS PROCEEDING. THE FOREGOING WAIVER OF CLASS ACTION DOES APPLY TO QUEBEC RESIDENTS. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ARBITRATION PROVISIONS OF THIS SECTION SHALL BE NULL AND VOID, BUT THE REST OF THIS AGREEMENT WILL REMAIN IN EFFECT.
If your claim is for $10,000 or less, we agree that the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, unless you request a telephonic or in-person hearing. The arbitration hearings for U.S. residents will be held in Boston, Massachusetts.
IT IS IMPORTANT THAT YOU UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, BOTH YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AGAINST THE OTHER PARTY FOR CLAIMS THAT ARE COVERED BY THIS "DISPUTE RESOLUTION AND ARBITRATION" SECTION. THE ARBITRATOR'S DECISION WILL BE CONCLUSIVE, AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. You and we agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or court order.
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Merryfield agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Merryfield, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). You agree that Merryfield has not made, and you have not relied on, any representation by Merryfield relating to the Rewards, the Services, or the merryfield.com website or mobile application other than those expressly set forth in these Terms. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Merryfield in any respect whatsoever. You and Merryfield agree there are no third-party beneficiaries intended under these Terms.
28. App Store Requirements
If you download any Mobile Application designed for use on an Apple iOS-powered mobile device, the following terms also apply to you:
Acknowledgement: You acknowledge that this Agreement is between you and Merryfield only, and not with Apple, and Merryfield, not Apple, is solely responsible for the Software and the content thereof.
Scope of License: The license granted to you for the Software is a limited, non-transferable license to use the Software on Mac product that you own or control and as permitted by the Usage Rules set forth in the terms of service applicable to the Mac App Store.
Maintenance and Support: Merryfield and not Apple is solely responsible for providing any maintenance and support services, for which additional fees may apply, with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.
Warranty: Merryfield is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Merryfield’s sole responsibility.
Product Claims: Merryfield, not Apple, is responsible for addressing any user or third party claims relating to the Software or the user’s possession and/or use of the Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Software or your possession and use of the Software infringes that third party’s intellectual property rights, Merryfield, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Developer Contact Info: Direct any questions, complaints or claims to:
100 Summer Street
Boston, MA 02110
Third Party Terms of Agreement: You must comply with any applicable third party terms of agreement when using the Software.
Third Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.
Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.