Terms of Use ('Terms')

Last updated: January 10, 2020

Please read these Terms of Use (“Terms”, “Terms of Use”) carefully before using any websites (“Sites”) or Apps (collectively our “Service” as defined below) operated by Merge Labs, Inc. (“Merge”, “us”, “we”, or “our”).

When you use the Service, you’ll also be subject to the Merge Privacy Policy and any guidelines, policies or rules that apply to specific features of the Service, which may be posted from time to time. These Terms of Service, including any other Guidelines and future modifications (collectively, the “Agreement”) will govern your use of the Service and constitute a legal contract between you and Merge. By registering or accessing or using the Merge Service, you acknowledge that you have read and agree to be bound by this Agreement.

Definitions

  • “App(s)” means the Merge iOS application(s), available for download from Apple, Inc., Android application(s) available for download from Google LLC, and any other software application made by Merge for use on a mobile device, tablet computer, or desktop computer.
  • “Content” means all content contained in our Sites or the Apps, including all text, images, audio content, videos, designs, graphics, information, logos, downloadable content, software, and any other content contained therein and all patents, copyrights, trademarks, service marks, intellectual property and/or other proprietary information of Merge.
  • “Product(s)” means any products purchased from Merge or through the Merge Sites or Apps.
  • Our “Service” means all services provided by Merge through our Sites, Apps or Products.
  • “Sites” means any websites, web pages, and any subpages under Merge’s control, whether partial or otherwise, including mergeedu.com, shop.mergeedu.com, dev.mergevr.com, miniverse.io, etc. and any subpages.
  • “User,” “you,” and “your,” means you and all individuals and/or entities on whose behalf you are accessing or using our Service for any reason.

Eligibility

By accessing or using our Service, you represent and warrant to Merge that (i) you are of legal age to form a binding contract, or, if you are a minor, you have your parent’s permission to access or use our Service, and your parent has read and agrees to these Terms on your behalf; (ii) all information you provide is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; and (iv) if you are accepting these on behalf of an institution, school, company or other legal entity, you have the authority to bind that institution, school, company or legal entity to these Terms. You also certify that you are legally permitted to use and access our Service and take full responsibility for the selection and use of and access to our Service. These Terms are void where prohibited by law, and the right to access our Service is revoked in such jurisdictions.

Children and Our Service

While our Products are aimed to be used by children of varying ages, some of our Service (including our Sites) are intended to be used only by parents, legal guardians and/or teachers over the age of 18 (or age of majority relating to contracts in your jurisdiction).

In order to access certain features of our Service and to post any User Content (as defined below) on or through our Service, a person must register to create an account (“Account”) on the website: dashboard.mergeedu.com. Merge reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. It is your responsibility not to disclose your Account credentials to anyone. You will immediately notify Merge of any unauthorized use of your Account.

In accordance with Federal Children's Online Privacy Protection Act of 1998 (COPPA), we will never knowingly solicit, nor will we accept, personally identifiable information from users known to be under 13 years of age.

If a school and/or teacher (the “Educational Institution”) with students that are under 18 years of age uses our Service and provides us with personally identifiable information about its students in order to create user profiles for each of its students, such teacher must first obtain written consent from each student’s parent and/or legal guardian to submit such personally identifiable information to us and use such personally identifiable information in our Service. We use that information to provide our Service to the Educational Institution, consistent with our Privacy Policy. Each Educational Institution acknowledges and agrees that it will not use our Service in any way to collect personally identifiable information from users known to be under 13 years of age.

Purchases

If you wish to purchase any product or service made available through our Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

The Service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Intellectual Property

The Service and its original content, features and functionality are and will remain the exclusive property of Merge and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Merge.

Links To Other Web Sites

Our Services may contain links to third party web sites or services that are not owned or controlled by Merge.

Merge has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Merge shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

Termination

We may terminate or suspend your access to our Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms will be filed only in the state and federal courts located in Texas. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms. None of your rights or duties under these Terms may be transferred, assigned or delegated by you without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding our Service.

FERPA

Student records obtained by Merge from an educational institution continue to be the property of and under the control of the educational institution. The educational institution retains full ownership rights to the “Personal Information” and education records it provides to Merge.

Disclaimer of Warranties

ALL PRODUCTS PURCHASED THROUGH THE SITE, THE SITE, THE MATERIALS AND ANY SERVICE INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED TO YOU ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND, UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING. WE DO NOT WARRANT THAT THE SITE, THE MATERIALS OR ANY SERVICE OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SITE OR THE SERVICE. UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING, WE DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SITE, THE MATERIALS AND ANY SERVICE OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING: (I) ANY AND ALL WARRANTIES OF MERCHANTABILITY; (II) ANY AND ALL WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNEW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE AWARE OF ANY SUCH PURPOSE); (III) ANY AND ALL WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE; (IV) ALL WARRANTIES WITH RESPECT TO UPTIME AND DATA ACCURACY; (V) ALL WARRANTIES WITH RESPECT TO ANY AND ALL CONTENT AND RELATED DELIVERIES PROVIDED IN CONNECTION WITH THIS AGREEMENT; AND (VI) THAT THE SITE, THE MATERIALS AND ANY SERVICE OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO WARRANTIES. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL OF THEIR ESSENTIAL PURPOSE.

Limitation of Liability

IN NO EVENT WILL MERGE BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF REVENUE, LOSS OF PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE MATERIALS AND ANY SERVICE OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE MATERIALS AND ANY SERVICE OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE EXCEED THE AGGREGATE OF THE NET AMOUNTS RECEIVED BY US FROM YOU, IF ANY, FOR SOLELY YOUR ACCESS TO OR USE OF THE SITE (NOT YOUR PAYMENT FOR ANY SERVICE OR PRODUCTS PROVIDED BY US). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnification and Release

You will indemnify, defend and hold us and our investors, officers, directors, affiliates, subsidiaries, licensors, partners, licensees, consultants, contractors, agents and employees (collectively, the “Indemnified Parties”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney and expert fees, costs, penalties, interest and disbursements) resulting from any claim (including third party claims), suit, action, or proceeding against an Indemnified Party, whether successful or not, resulting from or arising in connection with: (i) your use of the Site, the Materials and/or the Service; (ii) your conduct; (iii) any breach by you of these Terms (including, but not limited to, any breach of any of your representations or warranties); and/or (iii) any Content you upload to, posted on, create on, transmit through or link from the Site.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use our Service.

Contact Us

If you have any questions about these Terms, please contact us.