Terms & Conditions
Last Updated: July 27, 2020
The Mercer Cluster ("The Mercer Cluster" or "We" or "Publisher") owns and operates digital products including: the website https://www.mercercluster.com; newsletters and other content we deliver via email; and social media pages (collectively, the "Sites").
Please note that our Sites are under constant development. This Agreement may therefore be modified and updated on an ongoing basis.
Access to the Sites is provided free of charge. Access to the Sites does not create a professional services relationship or any other relationship with The Mercer Cluster.
The Sites are provided solely for your personal, non-commercial use. You may not develop or derive for commercial sale any data in machine-readable or other form that incorporates or uses any substantial part of the Sites nor transfer to or store any data residing or exchanged over the Sites in any electronic network for use by more than one user unless you obtain prior written permission from The Mercer Cluster. Specifically, unless explicitly authorized in these Terms & Conditions or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium any material from the Sites. For more information about requesting permission to reproduce or distribute materials from the Sites, email firstname.lastname@example.org.
The Mercer Cluster and the Sites, and all other text and images contained on the Sites and in Publisher's non-digital products are protected by United States trademark and copyright law and other applicable law and are the property of The Mercer Cluster, except as otherwise identified. All copyrights and trademarks not the property of The Mercer Cluster that are used or referred to in the Sites and Publisher's non-digital products are the property of their respective owners. Nothing contained in the Sites or other products shall be construed as granting any license or other rights to any copyright, trademark, patent or other property of The Mercer Cluster or any third party, whether by implication, laches, estoppel or explicit grant. Because the content is proprietary, any unauthorized use of materials on the Sites or other products may violate the law. If you are a copyright owner and believe infringing material is present on any of the Sites, please refer to the procedures outlined below in the section titled "DMCA Copyright Infringement Claim Policy."
Publisher's products, including third party and licensed materials on the Sites, may not be modified, reproduced, republished, retransmitted, or displayed except for personal use. Any use for a commercial or public purpose requires specific written permission from The Mercer Cluster.
User Submission Policy
Some of the Sites may allow users to upload, submit, and/or post images, text, video, comments, letters to the editor, e-mails, or other data and information ("User Submissions"). By uploading, creating, or submitting User Submissions to or on the Sites, or to The Mercer Cluster through any other means:
- You affirm, represent and warrant that you own the right to utilize, to license and to sublicense the User Submissions;
- You grant to The Mercer Cluster, and anyone authorized by The Mercer Cluster, a non-exclusive, worldwide, paid-up, royalty-free, irrevocable, perpetual license, including right of sublicense, to use, copy, assign, display, distribute, perform, reproduce in whole or in part, and modify the User Submissions in any medium or any manner, in whole or part (whether now known or hereafter developed), without any restrictions to you, for the sole intended purpose of the Sites and/or services provided;
- You grant to each user of the Sites a non-exclusive license to access the User Submissions through the Sites and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Sites and under this Agreement; and
- You acknowledge and agree that User Submissions may be permanently maintained on Publisher's servers.
- You acknowledge that The Mercer Cluster is not responsible for, and cannot prevent, the publication or use of your User Submissions by any third parties who copied your User Submissions during the time in which it was displayed on the Sites.
For any User Submissions you post that you do not own, you guarantee to us that you have the legal right to post such User Submissions and that it will not violate any law or the rights of any person or entity. IN OTHER WORDS, AND AMONG OTHER THINGS, YOU WILL NOT POST USER SUBMISSIONS ON THE SITES YOU DO NOT OWN WITHOUT PERMISSION OF THE OWNER OF THE USER SUBMISSIONS, INCLUDING WRITTEN, PHOTOGRAPHIC, MUSIC AND VIDEO USER SUBMISSIONS.
Acceptable Use Policy
You are solely responsible for any and all acts and omissions that occur during or relating to your use of the Sites, and you agree not to engage in unacceptable use of the Sites, which includes, without limitation, use of the Sites to:
- Harm or threaten to harm users or members of the general public in any way, or "stalk" or otherwise harass any other person or entity;
- Post or transmit any User Submission that is unlawful, false or misleading, grossly offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
- Disseminate or transmit "spam," unsolicited messages, chain letters, any advertisements, solicitations, pyramid schemes, investment opportunities or other unsolicited commercial communication;
- Purchase, sell, or offer to purchase or sell any equity or security or market instrument; provide information designed to manipulate any equity or security or market; or disseminate or transmit any material, non-public information about companies without authorization to do so;
- Collect, use, or store any personally identifiable information about other users, or otherwise violate the personal privacy rights of others;
- Impersonate any person or entity (including a Site agent, user, or moderator), or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Post any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation except in areas that are expressly designated by the Sites for such purpose;
- Disseminate or transmit any User Submission that infringes or violates any party's copyright, trademark, trade secret, patent or other proprietary right; or use or distribute third-party information (whether or not protected as a trade secret) in violation of a duty of confidentiality, fiduciary duty, or similar duty;
- Violate any law (whether local, state, national, or international), whether or not intentionally;
- Forge headers or otherwise intentionally disguise the origin of any content or communication; interfere with or disrupt the Sites, or servers or networks connected to the Sites; or disobey any requirements, procedures, policies, or regulations of networks connected to the Sites;
- Express or imply that any statements you make are endorsed by us;
- Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Sites;
- Obtain, copy, monitor, index or data mine through the use of a robot, spider, any automated device, or any manual process, the Sites or the contents (except as expressly permitted by The Mercer Cluster);
- Remove any copyright, trademark or other proprietary rights notices contained in the Sites;
- "Frame" or "mirror" any part of the Sites; or
- Engage in any other activity deemed by The Mercer Cluster to be in conflict with the spirit or intent of this agreement or that might violate the rights of others or give rise to liability.
You understand that by using the Sites, you may be exposed to content that may offend you or challenge your beliefs. Your remedy is to avoid such content by discontinuing your access.
Content and Non-Endorsement
Opinions and other statements expressed by users and third parties are theirs alone, not opinions of The Mercer Cluster. Content created by third parties is the sole responsibility of the third parties and its accuracy and completeness are not endorsed or guaranteed. The Sites and third parties may provide links to web pages, web sites, and various resources or locations on the web. The Mercer Cluster has no control over the information you access via such links, does not endorse that information, and shall not be responsible for it or for the consequences of your use of that information.
DMCA Copyright Infringement Claim Policy
The Mercer Cluster respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. The Mercer Cluster has the right to prohibit infringers from using our Sites.
If you believe your work has been copied and posted on or through the Sites in a way that constitutes copyright infringement, please send Publisher's Copyright Agent a notification of claimed infringement with all of the following information:
(a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Sites (providing the URL(s) of the claimed infringing material satisfies this requirement);
(c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
(d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
(f) your physical or electronic signature.
Publisher's Copyright Agent for notification of claimed infringement can be reached as follows: Business Manager, The Mercer Cluster, 435 E. Grand River Ave, East Lansing, MI 48823, (517) 435-3145, email@example.com.
Upon receipt of a Notification of Copyright Infringement from a copyright owner that contains the required information described in (a) through (f) above, The Mercer Cluster will notify the user, if known, of the alleged infringement and remove or disable access to the material that is alleged to be infringing if hosted on the Sites. No personal user information is shared with the copyright owner unless required by law.
If The Mercer Cluster receives more than one Notice of Copyright Infringement concerning a user, the user may be deemed a "repeat copyright infringer." The Mercer Cluster reserves the right to terminate the access of "repeat copyright infringers."
Procedure to File a DMCA Counter-Claim
If you have received a notice of copyright infringement and you believe that a copyright holder has accused you in error, you may file a DMCA Counter-Claim with Publisher's designated agent.
To be effective, a Counter-Claim must be a written communication provided to Publisher's designated agent and must include the following information:
(a) A physical or electronic signature of the user;
(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) The user's name, address and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a DMCA Counter-Claim, The Mercer Cluster will provide the complaining party with a copy of the DMCA Counter-Claim. When Publisher receives a Counter-Claim that meets the requirements of the DMCA, The Mercer Cluster will process the Counter-Claim in accordance with the requirements of the DMCA.
Limitation of Liability and Us
The Mercer Cluster has worked to ensure the accuracy of the information it provides through its products and services, including through the Sites. This information frequently relies on data obtained from many sources, however, and The Mercer Cluster cannot guarantee the accuracy of the information provided or any analysis based thereon.
YOU EXPRESSLY AGREE THAT THE USE OF Publisher's PRODUCTS AND SERVICES, INCLUDING THE SITES, IS AT YOUR SOLE RISK. SUCH PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND The Mercer Cluster MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Mercer Cluster DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE. NO ADVICE, OPINION OR OTHER INFORMATION OBTAINED THROUGH THE SITES OR FROM The Mercer Cluster, ORALLY OR IN ANY MEDIA, SHALL CREATE ANY WARRANTY FROM The Mercer Cluster NOT EXPRESSLY STATED IN THIS AGREEMENT.
EXCEPT AS OTHERWISE STATED, The Mercer Cluster MAKES NO WARRANTY OR REPRESENTATION REGARDING OF CONFIDENTIALITY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THIS SITES OR ANY WEBSITE LINKED TO THE SITES. YOU AGREE THAT NEITHER The Mercer Cluster, NOR ANY OTHER PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THE SITES, ARE RESPONSIBLE FOR THE CONFIDENTIALITY OF ANY INFORMATION, (INCLUDING WITHOUT LIMITATION CREDIT CARD INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, INCLUDING EMAIL ADDRESS, PHONE NUMBER, ETC.), AND NEITHER The Mercer Cluster NOR ANY OTHER PROVIDERS OF PRODUCTS OR SERVICES RELATED TO THE SITES ARE RESPONSIBLE FOR ANY DAMAGES THAT MAY ARISE FROM DISCLOSURE OF SUCH INFORMATION.
The Mercer Cluster AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS OR COSTS OR ATTORNEY'S FEES, UNDER ANY LEGAL THEORY INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY, REGARDLESS OF WHETHER The Mercer Cluster WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, Publisher's LIABILITY, AND THAT OF ITS SUBSIDIARIES OR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, BUSINESS PARTNERS, INFORMATION PROVIDERS AND LICENSORS AND THEIR RESPECTIVE HEIRS AND ASSIGNS IS LIMITED TO THE FULLEST EXTENT ALLOWED BY SUCH STATES' LAWS.
The Mercer Cluster assumes no responsibility or liability arising from the content of the Sites nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any information within the Sites or accessed through the Sites. The Mercer Cluster also does not warrant that the functions or informational materials contained in or accessed or downloaded through our Sites are free of computer viruses or other harmful components. In addition, although we make a good faith effort to update the content of our Sites periodically, we do not have a duty to update information contained in our Sites, and we will not be liable for any failure to update such information.
The Sites make no representation that information content provided on Sites is applicable or appropriate for use in locations outside the United States. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable contents and online conduct.
You agree to indemnify, defend and hold The Mercer Cluster, its affiliates, licensors, suppliers, advertisers and sponsors, and its and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this agreement, including any violation of these Terms & Conditions; (b) any allegation that any User Submissions infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Sites.
Special Agreement on Fee-Shifting and Choice of Law
If you attempt to bring any legal action against The Mercer Cluster based in any way on its products or services, including the Sites, you agree that, in the event you do not prevail or The Mercer Cluster does prevail, you will reimburse The Mercer Cluster for any costs and attorneys fees associated with their defense of the action.
The use of the Sites and any claim or dispute relating to the Sites shall be governed by the laws of the State or Commonwealth of Georgia, without regard to its conflicts of law principles. Exclusive venue for any claim shall be in the state and federal courts located in the State or Commonwealth of Georgia. Use of the Sites is unauthorized in any jurisdiction that does not affect all provisions of these Terms & Conditions, including without limitation this paragraph.
If any provision or portion of these Terms & Conditions is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire agreement will be severable and will remain in effect, to the fullest degree consistent with the intent of this document.