Terms of Use: Welcome to Mer-chan LLC’s website. In the interest of continuing to build trust with our customers we want you to understand that by using our website you are deemed to agree to the terms set forth below as of the date of such use. If you don’t want to be subject to these terms please don’t use our website. Mer-chan may periodically change these terms, and you should review them often. These Terms of Use were last updated on March 13, 2007.

Information Exchange
As part of your use of this website, we may obtain information about you which we will hold in confidence according to these Terms of Use and our Privacy Policy; please click here to read our Privacy Policy that describes how your information will and will not be used. By using information you submit when you visit this website, Mer-chan may send you emails or other communications on various topics such as news related to art and technology, information on specific products, and information about Mer-chan.

Provided that Mer-chan will not use your information in a way that identifies you personally (unless required by law), please understand that information submitted to or gathered by Mer-chan via this website may be treated as non-confidential. You agree that all such information may be used by Mer-chan for any purpose without compensation to you.

Submissions
A submission includes any materials you send to Mer-chan via any method including e-mail by providing an attachment or a link to your materials in your e-mail, including films, digital files, photographs, videotapes and any other type of original audiovisual materials as well as the ideas and concepts in those materials (individually, “Submission” and collectively, “Submissions”).

With regard to the content of any Submissions you make to Mer-chan via email or otherwise, you agree to remain solely responsible, and agree not to submit materials that are unlawful, defamatory, abusive or obscene. You also agree that you will not submit anything to this website that will violate any right of a third party, including copyright, trademark, privacy or other personal or proprietary rights.

The decision to post any Submission on the Internet, broadcast the Submission on television or otherwise, or otherwise exploit the Submission is solely within Mer-chan’s discretion, and Mer-chan has no obligation to make use of the Submission. Mer-chan is not obligated to return the Submission to you, and any materials that you submit may be discarded.

By sending the Submission, you grant to Mer-chan, and its licensees, successors and assigns, the non-exclusive, royalty-free perpetual right to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish the Submission in and in connection with the production, exhibition, advertising and other exploitation of the Series, any other productions, and for any Mer-chan programming services in any and all media, now known or hereafter devised, throughout the world in perpetuity. You agree that you have received good and valuable consideration for the Submission (the receipt and sufficiency of which is hereby acknowledged), including, but not limited to, Mer-chan’s consideration of the Submission for posting on the internet or exhibition on television, consideration for a Mer-chan gift certificate, the possible internet posting or television exhibition of the Submission and the possible publicity regarding you or the Submission.

You represent and warrant the following regarding the Submission: (a) the Submission is an original work by you and you have not copied or imitated any other copyrighted works of any kind (such as movies or television programs) or copied and used works in your Submission without permission (such as dialogue from plays, recordings of musical works or clips from movies or television); (b) the Submission will not infringe or violate any rights of any third party or entity, including, without limitation, copyright and trademark, defamation, privacy and publicity, false light, idea misappropriation or any contractual rights; (c) the Submission is not the subject of any threatened or pending litigation, claim or dispute; (d) any and all individuals who appear in or performed any services in connection with the Submission have given you their express consent to submit the Submission for possible internet posting or television exhibition; (e) the use of all master recordings and musical compositions in the Submission are authorized in writing by the people or entities that own or control such master recordings and musical compositions, and neither Mer-chan nor anyone else shall have any obligation to make any payments to such owners or to any other entity in connection with the distribution of the Submission. You have obtained signed location agreements when filming on private property not owned or controlled by you; and (f) you have the full right to enter into this agreement and that the consent of no other party is necessary to effectuate the full and complete permission granted herein.

You will not assert or maintain any claim of any kind or nature whatsoever, including, but not limited to, those based upon invasion of privacy, publicity, idea misappropriation or other civil rights or defamation in connection with the exercise of the permission or rights herein granted. In the event of any breach or alleged breach by you of this agreement, you further acknowledge that you may not terminate or rescind the permission granted hereunder to use the Submissions. In the event of such breach, you shall be limited to a remedy at law for damages, if any; and you may not enjoin, restrain or interfere with the use of the Submissions as provided in this release or in connection with the advertising, publicizing, distribution or other exploitation of the Series.

You assume liability for, and shall indemnify, defend, protect, save and hold harmless Mer-chan LLC, and the respective partners, divisions, subsidiary and affiliated divisions and companies, distributors, assigns, licensees and affiliates, and the respective shareholders, directors, officers, employees and agents of the foregoing successor and assigns and their respective officers, employees and agents (the “Indemnified Parties”) from and against any and all claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, expenses or damages (including, without limitation, reasonable attorneys’ fees and court costs) of whatsoever kind and nature imposed on, incurred by or asserted against any of the Indemnified Parties arising out of any breach or alleged breach by you of any representation, warranty or covenant made by you pursuant to this agreement. The provisions of this paragraph shall apply, without limitation, to claims brought by you against Mer-chan.

You hereby agree not to sue and irrevocably and unconditionally remise, release, waive and forever discharge Mer-chan and each of its respective parent and related companies, subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, representatives, employees, successors and assigns, jointly and individually (hereinafter collectively referred to as “Releasees”), from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which you (or your assigns, agents and/or representatives) ever had, now has, or in the future may have against the Releasees including, but not limited to, claims arising out of or related to the uses described herein, the Submissions and/or your decision to provide the Submissions to Mer-chan.

You forever waive and relinquish all so-called “moral rights” now or hereafter recognized in the Submission. You also irrevocably grant Mer-chan the right to use your name, voice, likeness and biographical material in or related to the Materials, including, without limitation, in credits, advertising, publicity and exploitation material in connection with the Submission. You agree not to issue any publicity concerning Mer-chan and/or any Mer-chan programming services and activities.

You also understand and agree that there will be no residual or any other type of payment due in connection with the exploitation of the Submission.

You acknowledge that included within the materials to be provided by you may be materials, proposals, suggestions, concepts and the like relating to the Submission (the “Submission Materials”). You agree as follows with respect to such Submission Materials: (a) You acknowledge both that Mer-chan receives numerous submissions of similar or identical concepts from many parties and/or may have already developed and/or considered similar or identical concepts to the Submission Materials and that Mer-chan’s review of the Submission Materials is not an admission of novelty, priority or originality and (b) the adoption by Mer-chan of any alternative submission (as opposed to the Submission Materials) may be due to market conditions at the time at which such alternative submission is received and/or the positioning of the concept suggested by the party making the submission as well as of any inherent merit of the concept. Selection by Mer-chan of alternative submissions or acting on concepts already considered and/or developed by Mer-chan, or concepts considered and/or developed in the future, whether or not similar to the Submission Materials, shall be without obligation to you.

Mer-chan shall be entitled to assign all or a portion of the rights and licenses granted herein and shall be entitled to assign this Agreement in its entirety to any person, firm or corporation acquiring ownership or control of Mer-chan without payment to you. This Agreement is binding upon and shall inure to the benefit of the respective licensees, successors, and assigns of the parties hereto.

Copyright and Trademark

“MER-CHAN” and the Mer-chan logo are registered trademarks of Mer-chan LLC.

Mer-chan grants you a non-exclusive, non-transferable, limited license to view this website, and to download and/or print portions of materials retrieved from this website provided: (1) it is used only for informational, non-commercial purposes; and (2) you do not remove or obscure the copyright notice or other notices. Except for this grant, no part of this website may be reproduced, republished, copied, transmitted, or distributed in any form without our written consent. Please understand that the above grant does not include any linked website.

Unless otherwise noted on this website, all right, title and interest (including all copyrights, trademarks and other intellectual property rights) in this website belongs to Mer-chan, one of its affiliates, or to another party that has licensed their material to Mer-chan. The names, images, pictures, logos and icons identifying Mer-chan’s products and services are proprietary marks of Mer-chan and/or its subsidiaries or affiliates. Except as expressly provided above, nothing on this website shall be construed as conferring any license or right under copyright, trademark or other intellectual property rights.

Through use of this website, you agree to indemnify and hold Mer-chan harmless for any and all unauthorized uses you may make of any material on this website. You acknowledge the unauthorized use of this website’s contents could cause irreparable harm to Mer-chan and in the event of your unauthorized use, Mer-chan will be entitled to an injunction in addition to its other rights.

Mer-chan respects the intellectual property of others. On notice, we will act expeditiously to remove content on the Site that infringes on others’ copyright rights and will disable the access to the website and its services for anyone who uses them to repeatedly infringe others’ copyright rights . If you believe that the website contains elements that infringe the copyrights in your work, please follow our Notice and Procedure for Making Claims of Copyright Infringement below and contact our DMCA Agent at dmca@mer-chan.com.

Notice and Procedure for Making Claims of Copyright Infringement Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on this Site should be sent only to our Designated Agent.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

Written notification must be submitted to the following Designated Agent:
Service Provider(s): Mer-chan LLC
Name of Agent Designated to Receive Notification of Claimed Infringement: Ms. Katy Chang
Address of Designated Agent to Which Notification Should be Sent: 544 Hobart Pace NW, Washington DC 20001
Telephone Number of Designated Agent: 202.536.5142
Fax Number of Designated Agent: 202.609.9848
Email Address of Designated Agent: dmca@mer-chan.com

Under Title 17, United States Code, Section 512(c)(3)(A), or comparable statue, the Notification of Claimed Infringement must include the following:
-An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
-Identification of the copyrighted work (or works) that you claim has been infringed;
-A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the web site where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);
-A clear description of where the infringing material is located on our web site, including as applicable its URL, so that we can locate the material;
-Your name, address, telephone number, and e-mail address;
-A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
-A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Links
For your convenience, Mer-chan provides links to third party websites and we want you to understand that Mer-chan does not assume any responsibility for the: (1) content of, (2) technology implemented by, or (3) privacy practices of these third party websites. You should review the privacy policy and terms of use for each of these websites to make sure they are acceptable to you. The link to a third party website provided on this website does not imply endorsement of or responsibility for such linked website by Mer-chan and we are not responsible for any information you submit to them.

DISCLAIMER AND LIMIT OF LIABILITY
THIS WEBSITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND MER-CHAN EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

A COVERED PARTY (AS DEFINED BELOW) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING ATTORNEYS’ FEES AND LOST PROFITS OR SAVINGS) TO YOU CONNECTED WITH USE OF THIS WEBSITE, INCLUDING ITS CONTENT AND REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. “Covered Party” means Mer-chan LLC, its subsidiaries and affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any of them.

Mer-chan does not guarantee that the functions contained on this website will be uninterrupted or error-free, that this website or its server will be free of viruses or other harmful components, or that defects will be corrected even if Mer-chan is aware of them.

Please understand that Mer-chan disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of, or in any way related to: (1) any errors in or omissions from this website, including but not limited to technical inaccuracies and typographical errors; (2) any third party websites or content therein directly or indirectly accessed through links in this website; (3) the unavailability of this website or any portion of this website; (4) your use of this website; or (5) your use of any equipment or software in connection with this website.

SHOPPING
All goods and services offered for sale on the Site (”Products”) are as is and final sale. Products may be guaranteed by the manufacturer, licensor or distributor against defects in material and workmanship for 30 days from the date of the invoice. Within that time period, please contact Customer Service. We will coordinate attempting to correct, repair or replace the defective Product or, if applicable, in obtaining a refund for you. Store credit must be used within 30 days of issue.

We have no responsibility or liability whatsoever for goods or services you may obtain from or through other websites or webpages, even if you were directed or linked to such a site or page through the Site, nor are we responsible for assisting you in correcting any problem you may experience with Products if you do not notify us within the 30 day period noted above or for any goods or services not obtained directly on the Site. You agree that your sole and exclusive remedy and our sole, exclusive and maximum liability arising from or relating in any way to any Product shall be the amount you actually paid us (or our suppliers, operational service providers, or other e-commerce partners) for it. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY ARISING FROM OR RELATING IN ANY WAY TO ANY AND ALL PRODUCTS. EXCEPT AS SPECIFICALLY MADE IN WRITING, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY AND EVERY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

Products may be purchased while supplies last. If a Product is listed at an incorrect price or with incorrect information, we reserve the right to refuse or cancel orders placed for that Product, whether or not the order has been confirmed and even if your account has been charged (in which event we will issue a credit to your account in the amount of the charge).

Our creation or transmission of an order confirmation does not signify acceptance of your order, nor constitute a binding confirmation of an offer to sell any Product and we reserve the right to accept or decline your order for any reason up until the time the Product is actually delivered to you. We reserve the right at any time, without prior notice, to limit or reduce the quantity you ordered of any Product and we will notify you if we do so. Products on the Site are offered for sale only to end user customers or as personal gifts to end user customers and not for resale. Unless otherwise written, we do not knowingly accept orders from dealers, exporters, wholesalers, distributors, resellers or other similar persons or companies, and reserve the right to refuse, cancel or seek the return of any Products that are purchased in violation of the foregoing restrictions.

You are responsible for any taxes imposed on the sale or use of Products and applicable taxes will be added to the amount charged for Products purchased on the Site. If an order consists of multiple items, they may be shipped separately depending on availability.

Children
Parent should always supervise their children while online. Mer-chan’s website is not designed nor intended to collect personal information from children under the age of thirteen. So that we may comply with the Children’s Online Privacy Protection Act, we ask that children under the age of thirteen not provide any personal information on this website.

Jurisdictional
Use of this website shall be governed by and construed in accordance with the laws of the State of New York, United States of America, as they apply to agreements made and solely performed in New York. Disputes arising based on this website or in any way related to this website shall be exclusively subject to the jurisdiction of the Federal Courts of the United States of America and/or the State Courts of New York, and jurisdiction therefore shall be solely in New York.

Mer-chan makes no representation that materials in this website are appropriate or available for use in other locations. If you access this website from outside the United States, please understand that this website may contain references and/or links to products and services that are not available or are prohibited in your country.

ENTIRE AGREEMENT
These Terms of Use incorporate by reference any notices contained on this website and constitute the entire agreement with respect to the subject matter hereof, and any amendments, changes or modifications shall have legal effect and be binding only if made in writing and signed by both parties. If any provision of these Terms of Use is unlawful, void or unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of the remaining terms.