These Terms of Use (“Terms of Use”) govern the use of the mobile and internet-based services and business tools offered by Mersi Studio, LLC. (“Mersi Studio,” “we,” “our,” or “us”) at and through the website Mersi Studio.com (the “Site”),) and related services we provide (the Site, and related services are collectively referred to as the “Mersi Studio Services”). Mersi Studio’s Privacy Policy located at LINK and further described below, as well as any subscription agreements related to the Mersi Studio Services (each, a “Subscription”) executed by you (“you” or “Professional”) or accepted by you via email, online and any community guidelines that Mersi Studio may provide, are all considered part of these Terms of Use. These Terms of Use apply to any use of the Mersi Studio Services, whether in connection with a Subscription or free trial. Please read these Terms of Use carefully before using the Mersi Studio Services.
THESE TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE MERSI STUDIO SERVICES. BY ACCESSING OR USING THE MERSI STUDIO SERVICES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF USE, DO NOT ACCESS AND/OR USE THE MERSI STUDIO SERVICES.
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
IN PARTICULAR, BEAUTY SERVICE PROVIDERS AND THEIR CLIENTS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE MUNICIPALITIES, CITIES, COUNTIES, STATES AND COUNTRIES. SOME STATES HAVE LAWS THAT REGULATE COSMETOLOGY AND COSMETOLOGY-RELATED SERVICES, IN ADDITION TO PAYMENT AND PAYMENT PROCESSING COLLECTIONS PRACTICES. IN MANY STATES, BEAUTY SERVICES PROVIDERS MUST BE LICENSED BEFORE THEY ARE ABLE TO COMMERCIALLY PROVIDE BEAUTY SERVICES. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. BEAUTY SERVICE PROVIDERS AND THEIR CLIENTS SHOULD REVIEW LOCAL LAWS BEFORE PROVIDING BEAUTY SERVICES OR BUYING SERVICES ON MERSI STUDIO.
The Mersi Studio Services Mersi Studio is a platform that powers the services and businesses of beauty and other professionals (collectively or individually, the “Professionals”) and facilitates interaction with clients seeking such services and Professionals (collectively or individually, the “Clients”). Such Professionals and Clients are both users of the Mersi Studio Services and may be collectively or individually referred to herein as “Users”.
Changes To Terms Of Use
We reserve the right, in our sole discretion, to change, modify, add, or remove portions of the Terms of Use at any time, so we encourage you to review the Terms of Use periodically.
Privacy Policy
Our Privacy Policy describes our practices concerning personal information that you provide or that we may obtain in connection with the Mersi Studio Services. By accepting these Terms of Use and by using the Mersi Studio Services, you consent to the collection, use, sharing, transfers and other processing of your personal information by Mersi Studio as described in our Privacy Policy.
Our Payments Policy describes our practices regarding refunds that we may provide in connection with the Mersi Studio Services. By accepting these Terms of Use and by using the Mersi Studio Services, you consent to the terms of our Payments Policy.
Your Mersi Account
Your Mersi Studio account gives you access to the Mersi Studio Services that we may establish and maintain from time to time and in our sole discretion. You may never use another User’s account without permission. When creating your account and/or using the Mersi Studio Services, you must provide accurate, complete and appropriate information. You additionally acknowledge and agree that you will not intentionally omit and/or misrepresent any facts or material information and that if there are any such occurrences of knowingly omitted and/or misrepresented facts or information, you will promptly rectify them. You consent that Mersi Studio has the right to verify any such information submitted by you. Mersi Studio has the right to suspend or terminate any User that provides incomplete, inaccurate or untrue information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Mersi Studio immediately by email at info@mersistudio.com of any unauthorized use of your account.
You understand and agree that you are solely responsible for compliance with any and all applicable laws, rules, regulations and tax obligations that may apply to your use of the Mersi Studio Services and your Mersi Studio account, including any and all products and services you may provide or make available through our Site.
Mersi Studio Programs
Mersi Studio may run certain promotions, programs, opportunities, sweepstakes, contests and giveaways (“Mersi Studio Programs”). Mersi Studio reserves the right to, at any time and in its sole discretion, modify, change, add to, take away from, supplement or delete any of these Mersi Studio Programs. This includes, but is not limited to, changing the name, offers, fees and/or eligibility requirements for participation in any Mersi Studio Program. Mersi Studio will seek to notify you of any material changes to the Mersi Studio Programs by email but will not be liable for any failure to do so. Any of the Mersi Studio Programs are subject to the same terms and conditions set forth in these Terms of Use unless explicitly communicated otherwise.
In the event you provide feedback, suggestions or any information related to the Mersi Studio Services, you acknowledge and agree that we can use them without restriction and without any need to remunerate or otherwise compensate you for them.
Mersi Studio Professional Acounts
In addition to the above information related to your Mersi Studio Account as a User of the Mersi Studio Services, You agree to not post any images containing written text or text overlays. Images may not have symbols or text-images anywhere in the photo, including but not limited to shapes, logos, or emoticons, etc. Mersi Studio reserves the right to remove or hide or change any images without notice.
Mersi Studio reserves the right to remove or reclaim any such account information provided by you if we believe that such information is offensive, inappropriate, unclear or otherwise violates trademark rights and other third party rights. You additionally confirm upon creating an account that you are either a legal resident of the United States, a United States citizen or a business entity authorized to do business by the states in which you operate. You may only use the Mersi Studio Services and your Account for business purposes in the fifty United States of America and the District of Columbia. This is applicable to US-based Users only and international Users are required to comply with applicable international law. If you are a Professional creating an Account, you certify that you are, or if you are a salon, merchant or other business entity, you certify that all of your employees, independent contractors or agents who are providing Services each are licensed professionals and that all business information provided to describe you or them is correct. In addition, you certify that you are duly licensed to provide the Services “in-home” or outside of your place of business should such Services be advertised as so. Your Mersi Studio account may not be used to send anything offensive, to promote anything illegal, or to harass anyone. Mersi Studio accounts may not be used to promote and post pornographic and sexually explicit content, sell illegal goods and services, or be used to send e-mails and messages that violate CAN-SPAM Laws. Mersi Studio reserves the right to remove or reclaim any accounts offering these types of services and products, or content, including: escort services, mail-order bride/spouse finders, international marriage brokers, and other similar sites and services; hookup, swinger, or sexual encounter sites or services; pharmaceutical products; work from home, make money online, and lead generation opportunities; gambling services or products; credit repair and get out of debt opportunities; or selling “Likes” or followers for a social media platform.
You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to Mersi Studio in the course of using the Service. By agreeing to these Terms, you agree to not use the Mersi Studio email and text message capabilities to send spam or send any communications to lists that you don’t have permission to use.
Fees for the Subscription (“Subscription Fees”) are set forth herein, online and/or in a separate Subscription agreement entered into between you and Mersi Studio. You agree to pay Mersi Studio the Subscription Fees and any other applicable fees that are agreed to by you. All fees paid to Mersi Studio are non-refundable and non-transferable with the exception of those explicitly provided for in these Terms of Use. Unless otherwise stated, fees will be collected and must be paid for in advance of each billing period.
By accepting these Terms of Use, you authorize Mersi Studio to confirm that the credit card account or any other payment method associated with your Account and used for the Mersi Studio Services is in good standing with a financial institution for the term of your use of the Mersi Studio Services. Mersi Studio maintains the authority to obtain credit reports or run other background inquiries to assess the Professional’s eligibility to continue usage of the Mersi Studio Services. All balances, fees, charges and payments collected or paid in connection with the Mersi Studio Services are denominated in USD. Users of the Mersi Studio Services are liable for any taxes (if applicable, including VAT), required to be paid on the Mersi Studio Services provided for in this agreement.
Your Subscription to the Mersi Studio Services commences on the date that you sign up for a Subscription. Unless otherwise stated at the time of sign up, each Subscription runs on a one-month cycle (“Subscription Period”) and will automatically renew monthly until you notify Mersi Studio via the Mersi Studio Services or by email to info@mersistudio.com of your decision to terminate or unless we otherwise terminate the Subscription. You will be billed on the monthly anniversary of the date during which your Subscription first began. For example, if your Subscription begins on April 29th, it will renew on May 29th, June 29th, and so on. If your Subscription begins on a date that is not present in every billing cycle (e.g. the 31st), you will be billed on the last day of every month. Mersi Studio may change the timing of our billing and we reserve the right to modify the schedule at which you will be billed. The amount billed to you each month may vary due to promotional offers and/or changing your Subscription plan and you acknowledge these variations and authorize Mersi Studio to bill you as necessary.
Subscription Pricing
Mersi Studio reserves the right to adjust the Subscription pricing at any time and for any reason upon fourteen (14) days prior notice. Unless otherwise stated, any price change to the Subscription and your membership will be in effect on your next billing cycle. To continue to use the Mersi Studio Services, you must agree to any change in fees. If you do not agree to any change in fees, you must cancel your account by following the appropriate cancellation policies or notifying info@mersistudio.com. You acknowledge that Mersi Studio reserves the right to garner feedback as to why you are cancelling your account.
Mersi Studio may offer trial memberships for varying lengths which may include free or discounted access to the Subscription during such trial period. Mersi Studio reserves the right to end the availability of trial memberships at any time and for any reason. After the trial period, you acknowledge that your membership will automatically convert to a regular monthly Subscription at the provided for price unless cancelled at least 48 hours prior to the end of your trial period. You may cancel your Subscription by following the appropriate cancellation procedures within the Mersi Studio Services or contacting info@mersistudio.com. You acknowledge that Mersi Studio reserves the right to garner feedback as to why you are cancelling your account.
Subscription Cancellation
You may cancel your Subscription at any time. If you choose to cancel with more than 48 hours notice prior to your next billing cycle, you will not be charged for the ensuing month of the Subscription. For any questions related to your individual billing cycle, please log onto your account to view your billing cycle information or contact us at info@mersistudio.com.
You acknowledge that you are ineligible for a pro-rated refund or any amount of the Subscription Fees paid for the then-current monthly subscription cycle at which you cancel. After cancelling, you will only have access to the Mersi Studio Services through the end of your current billing cycle.
Mersi Studio may offer services for an additional fee that may help Professionals grow their business and facilitate deeper connection and interaction between a Professional and his/her Clients.
Except for any User Content (as defined in Section 9 below) as between you and us, we or our licensors, as applicable, own, solely and exclusively, all rights, title and interest in and to the Mersi Studio Services, all the content (including, without limitation, text, photographs, graphics, audio, visual, and audiovisual content), code, data and materials thereon, the look and feel, design and organization of the Mersi Studio Services, and the compilation of the content, code, data, and materials on the Mersi Studio Services, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. By agreeing to these Terms of Use, you agree and certify that you will not imitate any part of the Mersi Studio Services, including but not limited to the text, photographs, graphics, audio, visual, settings, controls, functionality, code, data, mechanisms, design, interactions or systems in place that the Mersi Studio Services provides. Additionally, you agree that you shall not access the Mersi Studio Services in order to build a similar or competitive service. If you have done so or have been found to be complicit in doing so, Mersi Studio is entitled to seek monetary damages, injunctive relief and other remedies. You agree that any use of the Mersi Studio Services other than for a Professional is unlawful. Your use of the Mersi Studio. Your use of the Mersi Studio Services does not grant to you ownership of any content, code, data, or materials you may access on or through the Mersi Studio Services. The provision of the Mersi Studio Services does not transfer to you or any third party any rights, title or interest in or to any Mersi Studio or Mersi Studio’ licensors intellectual property rights.
Limited License
Subject to these Terms of Use, Mersi Studio grants you a non-transferable, non-exclusive, license to use the Mersi Studio Services in accordance with the Terms of Use. The rights granted to you in the Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign or distribute the Mersi Studio Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Mersi Studio Services; (c) you shall not access the Mersi Studio Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Mersi Studio Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Mersi Studio Services shall be subject to the terms of these Terms of Use. All trademarks, copyright and other proprietary notices on the Mersi Studio Services content must be retained on all copies thereof. By agreeing to these Terms of Use, you agree and certify that you will not imitate any part of the Mersi Studio Services, including but not limited to the text, photographs, graphics, audio, visual, settings, controls, functionality, code, data, mechanisms, design, interactions or systems in place that the Mersi Studio Services provides. Additionally, you agree that you shall not access the Mersi Studio Services in order to build a similar or competitive service. If you have done so or have been found to be complicit in doing so, Mersi Studio is entitled to seek monetary damages, injunctive relief and other remedies. You agree that Mersi Studio is entitled to monetary damages equal to $20,000,000 or more if you or another entity you represent have been found to use the Platform for purposes of imitation or another competitive service. You agree that any use of the Mersi Studio Services other than for a Professional is unlawful.
You grant Mersi Studio a non-exclusive, transferable, perpetual sub-licensable, royalty-free, worldwide license to use any User Content that you display, post or submit on or through the Mersi Studio Services. In addition, you give us permission to use your name, profile picture and other User Content in connection with the commercial or sponsored content served or enhanced by us or our third party partners without any compensation to you. You agree that any part of the Mersi Studio Services, including but not limited to the text, photographs, graphics, audio, visual, settings, controls, functionality, code, data, mechanisms, design, interactions or systems in place that the Mersi Studio Services provides is the sole intellectual property of Mersi Studio.
By permitting your image to be taken in connection with the Mersi Studio Services and/or uploading your image, you consent to use of your likeness or image for any reason, including, but not limited to in connection with the commercial advertising and offering of the Mersi Studio Services.
By using the Mersi Studio Services, you expressly consent and agree to accept and receive communications from us, including via email, text message (SMS), calls, and push notifications to the cellular telephone number you provided to us. By consenting to being contacted by Mersi Studio, you understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Mersi Studio, including but not limited to: operational and transactional communications concerning your account, use of the Mersi Studio Services, and appointments; updates concerning new and existing features on the Site or App; promotional communications, including communications about special events, contests, sweepstakes, offers or surveys run by us or our third party partners, and news concerning Mersi Studio. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Mersi Studio Services. You may opt out of receiving promotional or marketing texts or calls from Mersi Studio at any time by contacting us as indicated below or, if applicable, following the instructions contained in the message.
In addition, if you may permit, through the permission systems used by your mobile device, that we access the names and contact information such as emails and phone numbers in the address book on your device so that we can communicate with your contacts about or in connection with the Mersi Studio Services, you represent that all such contacts have consented to receive informational and marketing email, text message (SMS) and calls from you.
You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, links and other content or materials (collectively, “User Content”) that you display, post or submit on or through the Mersi Studio Services. You represent and warrant that: (i) you own the User Content displayed, posted or submitted by you on or through the Mersi Studio Services or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the display, posting, submission and use of your User Content on or through the Mersi Studio Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you display, post or submit on or through the Mersi Studio Services; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction. The Mersi Studio Services are not intended for use by minors under the age of 13. You represent and warrant that you are over the age of 13.
App Store Provider Terms
Apple Inc., Google, Inc., or Microsoft Corporation will be a third-party beneficiary to these Terms of Use if you access the Mersi Studio Services using applications developed for Apple iOS, Android, or Microsoft Windows-powered mobile devices, respectively. These third party beneficiaries are not parties to this agreement and are not responsible for the provision or support of the Mersi Studio Services in any manner. Your access to the Mersi Studio Services using mobile devices is subject to terms set forth in the applicable third party beneficiary’s terms of service. The following additional terms apply to your use of our App obtained through the Apple Store:
You will only use the application in connection with a device that you own or control; You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the application; In the event of any failure of the application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’ sole warranty obligation to you will be to refund to you the purchase price, if any, of the application; You acknowledge and agree that Mersi Studio, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the application; You acknowledge and agree that, in the event of any third party claim that the application or your possession and use of the application infringes that third party’s intellectual property rights, Mersi Studio, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; and Both you and Mersi Studio acknowledge and agree that, in your use of the application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use.
By using the Mersi Studio Services you acknowledge and agree that, in the event that it becomes necessary or advisable for us to defend ourselves, in a court of law or otherwise, we may rely on your representations and warranties contained herein. You agree to defend, indemnify, and hold Mersi Studio, its affiliates and representatives and each of their respective directors, officers, employees, and agents harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys’ fees and other costs of enforcing these Terms of Use, arising in any way from your use of the Mersi Studio Services or your breach or violation of the law, your representations and warranties, or of these Terms of Use. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim and to reimburse us for the reasonable costs and expenses thereof.
Disclaimer of Warranties
THE MERSI STUDIO SERVICES, INCLUDING, WITHOUT LIMITATION, ALL FEATURES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE SITE AND APP, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, DISPLAY ABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OF CONTENT OR INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE MERSI STUDIO SERVICES, CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE MERSI STUDIO SERVICES WILL MEET USERS REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE MERSI STUDIO SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. MERSI STUDIO ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE SITE OR APP OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, INFORMATION, TEXT, IMAGES, OR OTHER CONTENT FROM THE SITE OR APP. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE OR APP AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE WILL NOT BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE. UNDER NO CIRCUMSTANCES DOES YOUR USE OF THE MERSI STUDIO SERVICES FORM ANY RELATIONSHIP (OTHER THAN THE CONTRACTUAL RELATIONSHIP CREATED BY THESE TERMS OF USE), WHETHER IMPLIED OR EXPRESS, WITH MERSI STUDIO. MERSI STUDIO HEREBY DISCLAIMS ANY SUCH RELATIONSHIP AND ANY LIABILITY ARISING AS A RESULT OF ITS USE OF ANY CONTENT CONTAINED ON THE SITE.
IT IS POSSIBLE FOR OTHER USERS OF THE MERSI STUDIO SERVICES TO OBTAIN PERSONAL INFORMATION ABOUT YOU DUE TO YOUR USE OF THE MERSI STUDIO SERVICES OR SERVICES, AND THAT THE RECIPIENT MAY USE SUCH INFORMATION TO HARASS OR INJURE YOU. WE ARE NOT RESPONSIBLE FOR THE USE BY OTHER USERS OF THE MERSI STUDIO SERVICES OF ANY PERSONAL INFORMATION THAT YOU DISCLOSE ON THE SERVICES OR THROUGH THE MERSI STUDIO SERVICES.
MERSI STUDIO MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SUITABILITY, RELIABILITY, TIMING, DURABILITY, LEGALITY, OR ANY OTHER ASPECT OF THE SERVICES OFFERED OR PROVIDED BY PROFESSIONALS OR REQUESTED BY CLIENTS THROUGH USE OF THE MERSI STUDIO SERVICES WHETHER IN PUBLIC, PRIVATE, OR OFFLINE INTERACTIONS OR ABOUT THE ACCREDITATION, REGISTRATION OR LICENSE OF ANY PROFESSIONAL.
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL MERSI STUDIO, ANY OF ITS AFFILIATES OR REPRESENTATIVES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE MERSI STUDIO SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE OR APP. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF USE OR YOUR USE OF THE MERSI STUDIO SERVICES EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO MERSI STUDIO FOR YOUR USE OF THE MERSI STUDIO SERVICES. IF YOU ARE DISSATISFIED WITH THE MERSI STUDIO SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE MERSI STUDIO SERVICES.
MERSI STUDIO EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS RELATED TO OR ARISING FROM USE OF THE MERSI STUDIO SERVICES. YOU AGREE THAT YOU WILL COMPLY WITH ALL LOCAL, STATE, AND FEDERAL LAWS AND REGULATIONS AS IT RELATES TO ACCESSING FEATURES OF THE MERSI STUDIO SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OF ONLINE WEB PORTAL, PAYMENT PROCESSING, CLIENT COMMUNICATIONS AND ALL OTHER FEATURES ACCESSIBLE TO YOU THROUGH THE MERSI STUDIO SERVICES. BECAUSE MERSI STUDIO IS NOT INVOLVED IN THE ACTUAL INTERACTIONS BETWEEN PROFESSIONALS AND CLIENTS OR IN THE PROVISION OF ANY SERVICES, YOU HEREBY RELEASE AND FOREVER DISCHARGE MERSI STUDIO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER, WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF SERVICES OR OTHERWISE.
We may terminate, change, suspend or discontinue any aspect of the Mersi Studio Services (including, without limitation, content, features, or hours of availability), at any time and for any reason. We also reserve the right to transfer our business and the Mersi Studio Services to a third party. We may restrict, suspend or terminate your access to the Mersi Studio Services if we believe you are in breach of our terms and conditions or applicable law, or for any other reason without notice or liability. If we have banned you from the Mersi Studio Services, you may not return to the Mersi Studio Services for any reason or in any manner. Once you have been banned from use of the Mersi Studio Services, you may not thereafter use the Mersi Studio Services under a new username or identity. In the event that you do return, or attempt to return, to the Mersi Studio Services after you have been banned, you will be deemed to have breached these Terms of Use, and we reserve the rights to obtain reimbursement from you for any costs and expenses incurred to enforce these Terms of Use and otherwise to pursue all rights and remedies available to it at law or in equity with respect to such breach.
If your account is terminated, note that the following will occur: any pending transactions will be cancelled, any funds that are being held for you in custody at the time of the termination, less any Fees, will be paid out according to your payout schedule, assuming all payout-related requirements have been fulfilled. Your funds may be held if there is a pending investigation at the time of your Account termination. If the investigation yields that you are entitled to some or all of the funds in the dispute, we will promptly release those funds to you. Additionally, if your Subscription and/or Account is cancelled, suspended or terminated for any reason or for no reason at all, you agree that you will a) be bound by these Terms of Use, b) immediately stop using the Mersi Studio Services, c) any licenses to any of the Mersi Studio Services granted to you under these Terms of Use shall end and that d) Mersi Studio will not be liable for any cessation of access to a third party platform or for deletion or hiding of your information or Account data. Mersi Studio is not liable for any compensation, reimbursement or damages in connection with your cessation of the Mersi Studio Services or in connection with your use of the Mersi Studio Services. Termination of the Mersi Studio Services does not relieve you of any obligations to pay or debts of any Fees or costs accrued in connection with use of the Mersi Studio Services.
Dispute Resolution
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS. Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and Mersi Studio arising under or related in any way to these Terms of Use, must be resolved through binding arbitration as described in this Section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of our Mersi Studio Services. YOU AGREE THAT BY ENTERING INTO THESE TERMS OF USE, YOU AND MERSI STUDIO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND MERSI STUDIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this Section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Mersi Studio must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in New Jersey. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in New Jersey. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in Trenton, New Jersey.
Referral Program Policy
Our Referral Program Policy describes the terms and conditions governing Mersi Studio’s Referral Program. By accepting these Terms of Use or by participating in the Mersi Studio Referral Program, you consent to the terms of our Referral Program Policy.
Gift Cards
If you, the Professional, sell and offer gift cards to your Buyers or Clients through Mersi Studio, you (and not Mersi Studio) are the issuer and administrator of your gift cards. You are solely responsible for compliance with federal, state, and local laws that apply to your gift cards, including but not limited to notice and disclosure requirements, expiration dates and fees, refunds, cash back, unclaimed property or escheat requirements (such as tracking, reporting, and remittance of unclaimed property balances in all states), and customer service for your Clients, Buyers and holders of gift cards.
Gift cards sold by you are gift cards that are only redeemable from you for your services and goods. Mersi Studio does not assess a fee on the redemption of a gift card to purchase services or goods from you, and you may not assess or impose any fees or charges on the issuance, maintenance, or redemption of gift cards. You may not impose an expiration date on gift cards and any unused balance of a gift card must remain available to the holder of the gift card until fully redeemed, even if your Mersi Studio Account is closed, suspended, or terminated. You may not provide a cash refund from or cash back on gift cards except to the extent required by applicable law. If a purchase exceeds the holder’s gift card balance, the holder must pay the remaining amount with another payment method. Mersi Studio is not responsible for any lost or stolen gift cards. All gift cards and the funds associated with gift cards are your sole property. Any liability for the use or misuse of your gift cards, and any third party claims arising from or relating to your gift cards, are your sole responsibility.
Terms of Use
These Terms of Use (including the Privacy Policy and Payments Policy) constitute the entire agreement between you and us regarding the use of the Mersi Studio Services. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Mersi Studio is that of an independent contractor, and neither party is an agent or partner of the other. These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Mersi Studio’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of these Terms of Use shall be binding upon assignees.
Miscellaneous
The Terms of Use, and the relationship between you and us, shall be governed by the laws of the State of New Jersey, United States of America, without regard to conflict of law provisions. With respect to any disputes or claims not subject to arbitration (as set forth in Section 15 above), you agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of New Jersey, in the United States of America. You agree to submit to the personal and exclusive jurisdiction of such courts. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.
Questions
If you have questions about these Terms of Use, please email us at info@mersistudio.com.