PLEASE READ CAREFULLY: These Terms of Service govern your rights and obligations for use of and access to the internet based service through which Commerce Technologies, Inc., including as successor to Mercent Corporation (“CommerceHub”) makes its products and services available to you (such service, the “Service”). Reference to “you” and “your” refer to the client company or organization purchasing the Service and the individual users accessing the Services on such client’s behalf. You must agree to these terms in order to access and use the Service and your use of the Service constitutes your acceptance to these terms.

CommerceHub reserves the right, at its sole discretion, to modify, add to or remove portions of these terms at any time. All such updates will be posted at www.mercent.com and your continued use of the Service thereafter constitutes your acceptance of the updated terms.

  1. Authorization. You understand that you do not have the right to, nor will you, access or use the Service unless you are authorized to do so by your employer and your employer or one of its partners is subject to a valid written agreement with CommerceHub regarding such access and use (the “CommerceHub Agreement”). CommerceHub has the right to suspend and/or terminate your access at any time in the event that it believes, in its discretion, that you or your employer has violated these terms or the CommerceHub Agreement or the CommerceHub Agreement is suspended or terminated. Unauthorized use of the Service will subject you to liability under copyright, trademark, trade dress, unfair competition, and other laws of the United States and other countries.
  2. Ownership of the Service. Except where otherwise indicated, the Service and all features displayed by the Service, including but not limited to software, interfaces, software, the Mercent Retail user interface, CommerceHub integration specifications, CommerceHub feed formats, tracking tags, and any reporting formats, belong to CommerceHub and its licensors.
  3. Use of the Service. You agree not to do any of the following:
    (i) use any automatic device, program, or methodology, or any similar or equivalent manual process, to modify or circumvent any part of the Service, 
    (ii) interfere with or modify the form and manner of the Services, or the tools incorporated by CommerceHub into or with the Services, including but not limited to all software, tags and other markers incorporated with or into the Services, 
    (iii) take any action that imposes an unreasonable or disproportionately large load on the Service, or interferes with the proper functioning of the Service, 
    (iv) reverse engineer, decompile, disassemble, or otherwise reduce or seek to reduce the Service or any portion of the Service to a human readable (source code) form, except and only to the extent that such activity is expressly permitted by applicable law, 
    (v) rent, lease or transfer the Service or any portion of the Service to any third party, nor use it to operate a rental, leasing or service bureau business or any similar hosting or subscription arrangement, 
    (vi) disrupt the integrity or performance of the Service or third-party data contained therein, 
    (vii) make the Service available to anyone other than authorized users, or 
    (viii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
  4. Websites and Content. You understand that you and/or your employer are solely responsible for the development, operation, and maintenance of your websites and for all content that you or your agents display thereon. CommerceHub disclaims all liability for such content. Without limitation of the foregoing, those websites may not (i) contain or link to content that CommerceHub, in its reasonable discretion, determines is unacceptable, including content that may be defamatory, obscene, abusive, violent or illegal, or (ii) engage in or promote fraudulent or illegal activities or conduct that otherwise is deemed by CommerceHub to be unacceptable or inappropriate.
  5. Passwords, Access, and Notification. Your employer has the exclusive right to designate the number of authorized users under its CommerceHub account, and CommerceHub will provide and assign unique user names and passwords (“User IDs”) to each authorized user. You are entirely and solely responsible for maintaining the confidentiality of your User ID. Furthermore, you are entirely and solely responsible for any and all activities that occur under your User ID. You agree to notify CommerceHub immediately of any unauthorized use of your account or any other breach of security. CommerceHub will not be liable for any loss that you may incur as a result of someone else using your User ID, either with or without your knowledge. However, you could be held liable for losses incurred by CommerceHub or another party due to someone else using your account or password. You may not use anyone else’s User ID at any time.
  6. Privacy. You understand that certain information provided, accessed and used by you in connection with the Service is subject to our Privacy Policy (http://www.commercehub.com/privacy-policy). You understand that through your use of the Service you consent to the collection and use of this information as set forth in the CommerceHub Privacy Policy. You also understand that your use of information provided by your employer or third parties in connection with your access to the Service may be subject to your employer’s or such third parties’ privacy policies and other terms of use. You agree to review and comply with all such policies and terms. You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send through the Service may be read or intercepted by others.
  7. Use of Software. Until notified otherwise by CommerceHub, you will use “browser” and other third-party software that supports the Secure Socket Layer (SSL) protocol or other data security protocols accepted by CommerceHub, and follow logon procedures while utilizing the Services that support such protocols. You acknowledge that CommerceHub is not responsible for notifying you of any upgrades, fixes or enhancements to any such software and may do so automatically without notice.
  8. Transmission of Data. You acknowledge that (i) the processing and transmission of signs, signals, text, images, sounds, data or other content of any nature whatsoever transmitted in whole or part electronically (collectively, “Electronic Communications”) is necessary to use the Services; (ii) your Electronic Communications will involve transmission over third party computer networks and/or telecommunications facilities, including the Internet; (iii) changes to the Electronic Communications may occur in order to conform and adapt Client Data to the technical requirements of connecting networks or devices; and (iv) Electronic Communications may be accessed by unauthorized parties when communicated across third party computer networks or telecommunications facilities, including the Internet. You consent to CommerceHub’s interception and storage of Electronic Communications (including “Client Data” as defined in the CommerceHub Agreement) during and in connection with your use of the Service. CommerceHub is not responsible for any Electronic Communications that may be lost, altered, intercepted or stored without authorization. Without limitation of the foregoing, CommerceHub is not obligated to monitor the content of any Client Electronic Communications and assumes no responsibility, obligation or liability for any compromise of Electronic Communications transmitted across third party computer networks or telecommunications facilities, including the Internet.
  9. Lawful Conduct. You agree to comply with all applicable local, state, federal, and foreign laws, and regulations, and refrain from violating any third party rights in connection with your use of the Services, including but not limited to those related to privacy, intellectual property rights and email spam. You will not knowingly send any Electronic Communications while using the Services for any purpose that is unlawful or that contains any virus, worm, trojan horse or harmful code or attachment. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights. You will not alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database, or network while using the Services.
  10. Links. The Service may provide, or third parties may provide in connection with the Service, links to third party websites or resources. CommerceHub is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials or services on or available from such sites or resources.
  11. Notwithstanding anything in any agreement, order form or understanding between you and CommerceHub, you acknowledge and agree that there is no assurance, and CommerceHub does not warrant or represent, that any particular Service will remain available as part of CommerceHub’s offerings or that any particular third-party service or technology, including any shopping, marketplace or other channel (each, a “Third-Party Service”) will be available through the Service. Accordingly, CommerceHub reserves the right to discontinue or decline to provide one or more aspects of the Service, including with respect to any Third-Party Service at any time, in the event CommerceHub determines, at its sole discretion, that such Service is incompatible with or is no longer commercially feasible for CommerceHub’s then-current Service offerings or business. If this occurs, and upon your request, CommerceHub will provide you with pro-rata refund of amounts you prepaid that are attributable to the Service that CommerceHub discontinued (or did not provide) and you understand that the right to such refund is your sole and exclusive remedy, and CommerceHub’s sole liability, for the discontinuation or failure to provide such Service, including with respect to any such unavailable Third-Party Service.
  12. CommerceHub Cookies. You shall not, directly or indirectly, alter, modify, delete, replace, overwrite or otherwise interfere with or manipulate any CommerceHub cookies attached to any Electronic Communications by the Service or otherwise sent through access to and use of the Service.
  13. Disclaimer of Warranties. The Service is provided to each user “As Is”. Your use is at your own risk. CommerceHub makes no representations or warranties to you regarding any information or material presented, displayed or delivered, directly or indirectly, via the Service. Without limitation of the foregoing, and without limitation of any warranties CommerceHub may make to your employer under the CommerceHub Agreement, CommerceHub disclaims any liability or responsibility for any errors or omissions in the Service. COMMERCEHUB DOES NOT WARRANT TO YOU THAT THE SERVICE WILL OPERATE ERROR-FREE OR THAT IT IS FREE OF COMPUTER VIRUSES AND/OR OTHER HARMFUL MATERIALS. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, COMMERCEHUB WILL NOT BE RESPONSIBLE FOR ANY CORRESPONDING COSTS. COMMERCEHUB, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES TO YOU, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS PART OF THE BARGAIN BETWEEN COMMERCEHUB AND YOU.
  14. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER COMMERCEHUB NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, CONTENT PROVIDERS, SUPPLIERS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND EXEMPLARY DAMAGES, ARISING FROM THE USE OR PERFORMANCE OF THE SERVICE OR FROM ANY INFORMATION, CONTENT, SERVICES, SOFTWARE OR OTHER PRODUCTS PROVIDED THROUGH THE SERVICE, EVEN IF COMMERCEHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some U.S. states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.If notwithstanding the other provisions of these terms of use, CommerceHub is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Service, except as otherwise required by applicable law, CommerceHub’s liability shall in no event exceed the greater of the amounts paid by your employer for use of the Service during the six months immediately preceding the incident giving rise to liability or one hundred United States Dollars. This limitation is cumulative and will not be increased by the existence of more than one incident or claims.
  15. Monitoring. CommerceHub has no obligation to monitor use of the Service or retain the content of any user session. However, CommerceHub reserves the right at all times and without notice to delete any content and to monitor, review, retain and/or disclose any information in CommerceHub’s possession, however obtained, about or related to you, your use of the Service or otherwise as necessary to satisfy any applicable law, regulation, legal process, or governmental request. CommerceHub will not be responsible for any failure or delay in removing information on or in the Service.
  16. Consent to Internet Based Services. The Service uses Internet protocols that send your User ID to verify your identity, and other data you enter during your use of the Service. These protocols are to ensure that you are a properly licensed user of the Service. The Service also contains an update feature that can obtain appropriate updates and related information and install them on your computer. When this occurs these features send to CommerceHub the type of operating system, version of the Software you are using and type of browser you are using. This feature is to ensure that you are receiving updated information as appropriate to maximize your experience with the Service. We may sometimes use this information, in an aggregated non-personal form, to assist us in updating and modifying, or to provide reports or information about, our products and services.
  17. Trademarks. All of the trademarks, logos, and service marks and other credits appearing on the Service (the “Trademarks”) are the registered and unregistered trademarks of CommerceHub and third parties, and are protected under the laws of the United States and other countries. Without the prior written permission of the trademark owner, you may not use or display the Trademarks in any manner. Use in connection with the Service of the Trademark(s) of any other party is not intended to imply CommerceHub’s affiliation with or endorsement of that party, or that party’s sponsorship or endorsement of CommerceHub, its products or services.
  18. Governing Law and Venue. This Agreement shall be interpreted, construed and governed by the laws of the State of Washington, USA, without reference to its laws relating to conflicts of law and not including the provisions. Venue for all disputes arising under this Agreement shall lie exclusively in the Superior Courts of the State of Washington in King County or the Federal District Courts of the Western District of Washington (as permitted by law). You waive any objection to such venue and jurisdiction. Any claim under these Terms of Use must be brought within one year after the cause of action arises, or such claim or cause of action is barred.
  19. Miscellaneous. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between CommerceHub and you with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and CommerceHub with respect to such use are hereby superseded and cancelled. CommerceHub’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by CommerceHub of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between CommerceHub and you or any other party be deemed to modify an provision of these Terms of Use.
  20. Notice for Claims of Intellectual Property Violations and Agent for Notice.
 If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide CommerceHub’s Agent with the following information:
    (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed;
    (iii) a description of where the material that you claim is infringing is located on the CommerceHub site or system, with enough detail so that we may find it;
    (iv) your address, telephone number, and email address;
    (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
    (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
    CommerceHub’s Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
    Commerce Technologies, Inc. Attn: Legal Department
    255 Fuller Road, Suite 327
    Albany, NY 12203