Welcome to Merchlink! We etappreciate your interest in using our services, including our Merchlink application.
Please read these Terms and Conditions carefully. By using Merchlink’s Applications or Services (as each is defined below), visiting our websites, or signing up for an account (the “Account”), you’re agreeing to these Terms and Conditions, which will result in a binding legal agreement between you and Merchlink (the “Agreement”).
E-Commerce Network Tools OpCo GmbH (“Merchlink” or “we”) is headquartered in Berlin, Germany and operates a variety of websites (“Websites”) and online marketing services and applications, including Merchlink (each an “Application,” and together with the Websites and other services, the “Services”). We also provide other related services, such as real-time data analytics. Find out more about our Services at www.merchlink.io.
As a user of the Services or a representative of an entity that’s a user of the Services, you’re (“you” or “your”) a “Customer” according to this Agreement (and together with other users of the Services, collectively, the “Customers”).
This Agreement defines the terms and conditions under which you’re allowed to use the Services and any applicable additional features, and how we’ll treat your Account while you’re a Customer. We may update the terms of this Agreement from time to time in our sole discretion. If we do make any such changes, we’ll let you know by posting the updated Agreement to the Websites, to the Applications and/or may also send other communications. It’s important that you review the Agreement whenever we update them or you use the Services. If you continue to use the Services after we have posted the updated Agreement, it means that you accept and agree to the changes. If you don’t agree to this Agreement, you must immediately discontinue your use of the Services and any applicable additional features. Because our Services are evolving over time we may change or discontinue all or any part of the Services and additional features, at any time and without notice, at our sole discretion.
The success of our Services depends on the adherence to the terms of this Agreement by you and other Customers. While we will do our best to enforce the terms of this Agreement, we cannot warrant or represent that other Customers will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.
Section 2: Eligibility
By accessing or using the Services in any way, clicking on a button, or taking similar action to signify your affirmative acceptance of this Agreement, you hereby represent that:
You have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at this link or through the Services;
You are eighteen (18) years old or older;
You are of the legal age required in your jurisdiction to access or offer any age-restricted products in connection with our Services, if applicable; and
You have the authority to enter into the Agreement personally.
Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Services. In addition, if you have been previously prohibited from accessing the Services, you are not permitted to access our Websites or the Services.
Section 3: Account Access
Account. To fully benefit from the Merchlink Services, you must register and create an account by: (i) providing certain details, or (ii) using an existing account from a then-current compatible e-commerce system (e.g. Shopify, WooCommerce, Wix, BigCommerce, Prestashop, amongst others). Accurate, current, and complete information is required when opening an account, and it must be kept up to date. Failure to do so may result in the suspension or termination of your Account.
Access. Upon entering this Agreement, you will be granted a revocable license to access the Merchlink Application or other Services. However, your access privileges are contingent on adhering to the terms of this Agreement. We reserve the right to temporarily or permanently deny you access to the Services or terminate your access privileges at any time if we determine that you have failed to comply with the terms of this Agreement or are likely to do so. By granting you access, we do not commit ourselves to provide access or to maintain the Services in their current form. We expressly reserve the right to modify, suspend, or terminate your access privileges.
Privileges Nontransferable. You may not transfer your access privileges to any third parties. You also agree not to disclose your confidential login information (including your username and password) to anyone.
Cancellation. If you wish to cancel your account, you may email, and your account will be canceled within a reasonable period. Once the account is canceled, its information may be deleted or become unavailable, and we will not be responsible for any loss in this respect.
Authorized Users. You may not allow any third party, other than expressly authorized employees or contractors ("Authorized Users"), to access or use the Services. Authorized Users can use the Services, provided that: (a) each Authorized User serves one of the roles specified by you to Merchlink before using the Services; (b) you ensure that the list of roles served by Authorized Users is accurate, complete, and current and promptly notify Merchlink of any changes to the list or an Authorized User's role; (c) Authorized Users provide accurate, complete, and current contact information and keep it up to date; and (d) you ensure each Authorized User complies with all of our terms, and you remain responsible for any acts or omissions by Authorized Users in connection with their use of the Services. You and all Authorized Users must use reasonable means to secure usernames, passwords, hardware, and software used to access the Services in accordance with customary security protocols and promptly notify us if you know or reasonably suspect that any username and/or password has been compromised. Each account for the Services may only be accessed and used by the specific Authorized User for whom the account was created.
Section 4: User Obligations
When utilizing the Services, it is expected that participants will act lawfully and in compliance with all relevant regulations, including those related to the country, state, and city in which the Services are being accessed.
By engaging with the Services, participants agree to:
Use the Services only for legitimate purposes, avoiding any deceptive or fraudulent actions, impersonation, misrepresentation of affiliation, or the transmission or storage of unlawful material.
Refrain from causing annoyance or inconvenience by sending unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation.
Avoid copying or distributing any content displayed through the Services, or using, displaying, mirroring, or framing the Services or any individual element, trademark, logo, proprietary information, layout, or design without obtaining express written consent.
Not attempt to reverse engineer, disassemble, decompile, decode, or otherwise derive or gain improper access to any software component of the Services, or use access to the Services to develop any competing offerings.
Not use or gain access to the Services or any Confidential Information for benchmarking or competitive analysis purposes, or to develop, commercialize, license, or sell any product, service, or technology that could directly or indirectly compete with the Services.
Refrain from creating or compiling any collection, compilation, or directory from any content displayed through the Services, except for personal use consistent with the permitted use of the Services.
Avoid collecting or storing any personally identifiable information from the Services without obtaining express permission from other users and promptly informing us of any such permission received.
Ensure that all information provided to us or communicated with us is complete and accurate.
Refrain from any actions that could damage, disable, overburden, or impair any of our servers, networks, or the integrity or performance of the Services or any data or content contained within or transmitted by the Services.
Not attempt to gain unauthorized access to any part of the Services or any connected resources, including non-public areas, services, accounts, computer systems, technical delivery systems, or networks.
Refrain from deep-linking, accessing, or searching the Services, or downloading, scraping, copying, monitoring, or recording any portion of the Services or any data or content contained within or transmitted by the Services, unless we have provided tools expressly for such purposes.
Promptly report any errors, bugs, unauthorized access methodologies, or breaches of our intellectual property rights discovered while using the Services.
Not use the Services or any portion thereof for the benefit of any third party or products competitive with the Services or in any manner not permitted by this Agreement.
Refrain from encouraging or enabling any other third party to take any action prohibited by this Agreement.
Section 5: Relationship between Storefronts and Suppliers
Overview. Through Merchlink's Applications and Services, Merchlink aims to connect potential Suppliers with Storefronts for the promotion and sale of the Supplier's Products. In this context, "Supplier" refers to brands that provide products and services for sale on online stores operated by Storefronts; "Storefronts" denote operators of online stores; "Brands" encompass both Suppliers and Storefronts; "Products" signify those products and services offered by Suppliers for resale by Storefronts; and "Buyers" represent the individual consumers that purchase Products from Storefronts. It should be noted that Buyers can view and purchase Supplier's Products (alongside Storefront's own products and services) directly on Storefront's online store. Upon purchasing any of Supplier's Products through a Storefront's online store, a Buyer becomes a customer of both the Supplier and the Storefront. The term "partnership" in this Agreement is used informally to describe an arrangement where two parties' products or services are sold, branded, or marketed together, or the products of one party are promoted to consumers of another party's products, rather than referring to a formal legal partnership.
Role of Merchlink. Merchlink and the Services function solely as intermediaries to facilitate – not to direct or control – any partnerships, communications, and transactions among Buyers, Brands, Suppliers, and Storefronts. Merchlink is not a party to any relationship or separate agreement entered into between or among Buyers, Brands, Suppliers, and Storefronts, and Merchlink disclaims any liability relating to any such agreement. Any purchase by a Buyer of a Brand or Supplier's Products is a direct relationship between the Buyer and Brand or Supplier, as applicable, and is subject to the terms agreed upon by them.
Supplier Responsibilities and Warranties. As a Supplier, you will need to (i) maintain adequate inventory levels to fulfill all completed and potential orders; communicate and collaborate with Storefronts and third-party vendors to resolve any issues causing significant delays in fulfilling orders; (ii) provide shipping, returns, and customer service in accordance with high standards for relevant and/or similar products and requirements under applicable law; promptly address and resolve any Buyer demands and concerns; (iii) avoid entering into mutual partnership arrangements with a Storefront outside of the Applications and Services, if the Storefront was initially discovered or communicated with through the Applications; and (iv) be responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether our Services are suitable for you in light of such laws, rules, and regulations.
Storefront Responsibilities and Warranties. As a Storefront, you must not market, list for sale, or sell any Supplier's Products on third-party exchanges or marketplaces, including, but not limited to, Alibaba, Amazon, eBay, Etsy, Google, Rakuten, Bolt, Zalando, Asos and Home24.
Your Content. You are responsible for all content and materials, such as photos, images, videos, graphics, written content, audio files, marketing materials, code, information, or data that you upload or transmit to Merchlink in connection with the Services and/or Applications (collectively, "Brand Content"). Between Merchlink and you, you will retain ownership of your Brand Content, subject to any nonexclusive licenses granted to Merchlink herein.
Age-Restricted Products. You agree not to sell or distribute alcohol, tobacco, or other age-restricted products to people under the minimum legal age required by the applicable jurisdiction. You are responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether our Services are suitable for you in light of such laws, rules, and regulations. If you choose to sell or offer any alcohol, tobacco, or other age-restricted products through our Services, you represent and warrant that, as required by applicable law: (a) you have implemented and continue to carry out appropriate and necessary measures and requirements to verify the age of your Contacts before transferring their personal information to our Services; (b) you have requested valid proof of age (i.e., valid government ID) at the point of delivery, confirming that such Contacts are of legal age to consume alcohol, tobacco, or other age-restricted products being sold or offered, in order to receive their shipment; (c) your landing page or website adequately discloses all of your age verification requirements; and (d) you have accurately and conspicuously marked any age-restricted products offered through our Services and provided thorough, accurate, and helpful information (including applicable restrictions and instructions on usage) regarding such products to your Contacts, and you will promptly correct any errors in such product markings or information provided to Contacts, whether by changing the information on the Services or by informing Contacts of the error and giving them an opportunity to cancel their order. These requirements apply to you and any third parties (e.g., retailers) who distribute your products.
You agree that we reserve the right to require that all Brands using our Services implement and effect additional measures concerning age verification and product marking, as necessary, and otherwise reserve the right to suspend or cancel any shipments if we believe that a recipient is not of legal age or that doing so is otherwise inappropriate under the circumstances.
Section 6: Fees & Payment.
Fees Between Suppliers and Storefronts. If a Supplier and Storefront participate in Merchlink’s Applications or Services, the Supplier and Storefront will agree upon a fee (the “Sales Commission Fee”) payable by the Storefront, which will be calculated as a percentage of the product purchase price set by the Supplier (“Purchase Price”) for the Supplier’s Products. The Supplier will set the Sales Commission Fee on Merchlink’s Applications or Services, and the Storefront must agree to the terms prior to selling Supplier’s Products. Supplier and Storefront will log the Sales Commission Fee and any other prompted information for Merchlink approval and confirmation. Because a Storefront agrees upon a given Partnership Fee based on the initial Purchase Price established by Supplier, Supplier may not change the Purchase Price of a Supplier’s Product or otherwise make changes to its policies that affect the Partnership Fee without the consent of Merchlink or Storefront, not to be unreasonably withheld.
Fees Due to Merchlink. If a Buyer purchases a Supplier’s Product in an online store operated by Storefront, Storefront will pay to Supplier the net proceeds from the purchase, less the Sales Commission Fee and any applicable taxes. In addition, Merchlink will be entitled to (i) collect a transaction fee from the Storefront for the sale (the “Merchlink Storefront Fee”) equal to a percentage of the Purchase Price that is set and calculated based on Merchlink’s then-current policy; and (ii) a deduct a fee prior to disbursing the collected amounts to the Supplier (the “Merchlink Supplier Fee”) equal to a percentage of the Purchase Price that is set and calculated based on Merchlink’s then-current policy; and (iii) collect a subscription fee per month to use the platform. If a Buyer returns or refunds a Supplier’s Product subject to the return policies of the Supplier, the Merchlink Supplier Fee and Merchlink Storefront Fee will be refunded excluding any payment processing fees incurred during the transaction that will be deducted from Supplier.
Changes to Fees. Merchlink may establish further guidelines for the calculation of the Sales Commission Fee, Merchlink Supplier Fee and Merchlink Storefront Fee (e.g., inclusion or exclusion of shipping costs, taxes, refunds, returns, cancellations and other amounts, as well as the effect of discounts and promotions), as communicated through the Applications or Services or otherwise.
Payments. Payments due to Merchlink will be made through the applications (or other online marketing website or application through which the Brand accesses and uses the Services, as applicable) and in EURO by credit card, wire transfer of immediately available funds, or such other payment method mutually agreed by the parties. Merchlink will collect fees from Brand by way of Stripe. If Merchlink cannot do so for any reason, Brand remains responsible for any uncollected amounts, and Merchlink reserves the right to invoice Brand, which invoices are due upon receipt. In accordance with local law, Merchlink may update information regarding Brand’s selected payment method if provided such information by Brand’s financial institution. Brand agrees to comply with Stripe usage terms and conditions and Stripe’s prohibitions on restricted businesses, available at https://stripe.com/restricted-businesses. Brand will reimburse Merchlink for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. Merchlink reserves the right to suspend Brand’s use of the Services in the event of payment delinquency or failure to abide by the third-party service provider’s terms of service.
Taxes. Brand is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Brand to Merchlink hereunder, other than any taxes imposed on Merchlink’s income. Without limiting the foregoing, in the event that Brand is required to deduct or withhold any taxes from the amounts payable to Merchlink hereunder, Brand will pay an additional amount, so that Merchlink receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
Section 7: Intellectual Property Rights
Intellectual Property Rights. We (and our licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Applications or Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Applications or Services are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Applications or Services.
Confidentiality. In your use of the Applications or Services, you may have (or have been given) access to information that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure (collectively, "Confidential Information"). Confidential Information includes items such as Customer/Brand lists or directories, messages transmitted through the Applications or Services, and the non-public aspects of the Applications or Services. Confidential Information does not include information that: (i) is in the public domain at the date of disclosure (and did not fall into the public domain as a result of your breach of this policy or any other confidentiality agreement); (ii) was rightfully in your possession before you gained access to it through the Services (and you can prove this fact by admissible, written evidence); or (iii) was rightfully received from a third party (who was in lawful possession of it) without any confidentiality or non-use restrictions. You will not use the Confidential Information other than for purposes of your authorized use of the Applications or Services. Further, you will maintain it as confidential and not disclose any Confidential Information. Nothing shall prevent you from disclosing information obtained through the Applications or Services if compelled to do so by a court of law or government agency, on the condition that you provide advance notice to us and allow us a reasonable opportunity to intervene in the proceeding to protect the confidentiality of the Confidential Information.
Section 8: Termination
Termination by You. You have the right to terminate your Account at any time upon thirty (30) days prior notice by sending a cancellation request to firstname.lastname@example.org.
Termination by Merchlink. At our sole discretion, we may (i) modify or discontinue the Services, or (ii) modify, suspend or terminate your access to the Services without liability to you or any third party. In particular, we may suspend or terminate your Account in the event of a dispute between you and another user, or between you and a partner, as applicable.
Effect of Termination. Upon termination, by you or us: (a) you will cease any further use of the Services and any information that was made available to you prior to the termination; (b) all rights granted to you under this Agreement will automatically terminate; and (c) certain data (e.g., content, partnerships, messages, etc.) may be deleted, and you will have no right or claim in this respect. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement, including the relevant sections mentioned.
Pending Transactions. If you have any pending transactions with other Buyers, Brands or Merchlink relating to products or services, you shall not cancel your Account until all pending transactions have completed. In the event of termination, all fees due to Merchlink or Brands, including without limitation, any Sales Commission Fee, Merchlink Storefront Fee, Merchlink Supplier Fee, Payment Processing Fees or other Payments up to the end of the then-current billing cycle at the time of cancellation, shall remain payable. No refunds for any fees will be provided for partial billing periods.
Section 9: Indemnification
Indemnification Obligations: You agree toindemnify and hold harmless Merchlink and its officers, directors, employees,agents, affiliates, customers, and partners (each, an "IndemnifiedParty") from and against any losses, claims, actions, disputes, demands,costs, damages, penalties, fines, and expenses, including attorneys' fees andexpenses, that may be incurred by an Indemnified Party arising out of, relatingto, or resulting from: (a) your User Content; (b) your misuse of the Services;(c) your violation of this Agreement; (d) your violation of any applicablelaws, rules, or regulations through or related to the use of the Services;and/or (e) any disputes that originated between you and a Customer or anotherUser, including but not limited to: (i) untimely, improper, or otherwiseincomplete fulfillment of any orders; (ii) defective or incorrectly deliveredproducts; (iii) a User's customary internal standards regarding fulfillment; or (iv) your access to or use of the Services violating, infringing, ormisappropriating the complaining party's intellectual property, privacy, orother rights, or otherwise violating applicable law. This provision does notrequire you to indemnify any Indemnified Party for any unconscionablecommercial practice by such party, or for such party's negligence, fraud,deception, false promise, misrepresentation, or concealment, suppression, oromission of any material fact in connection with the Services. You agree thatthe provisions in this Section will survive any termination of your Account,this Agreement, or your access to the Services. Suppliers will indemnify andhold harmless the Storefront, the individual or entity that owns the Storefront, and each of their directors, officers, managers, employees andrepresentatives, from and against any claims, losses, damages, fines, costs,liabilities and expenses (including reasonable legal fees and expenses) arisingor resulting from (a) claims by a third party that Supplier’s products, ormaterials provided by Supplier for the Storefront’s use (such as product imagesor descriptions), infringe or misappropriate the intellectual property rightsof such third party, (b) any death of or injury to any person or any propertydamage resulting from any defect in a Supplier product (including failure toaccurately state product descriptions, warnings or instructions) or use of aSupplier product in accordance with its generally intended use, or (c) Supplier’s failure to comply with applicable laws and regulations.
Notice Requirements: Merchlink will: (1)promptly give you written notice of the Claim; (2) give you sole control of thedefense and settlement of the Claim (except that you may not settle any Claimunless it unconditionally releases Merchlink of all liability); and (3) giveyou all reasonable assistance in connection with such Claim.
Section 10: Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THEFULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIMEWITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERSOR OTHER HARDWARE, SOFTWARE, AND ANY OTHER ITEMS USED OR PROVIDED BY US INCONNECTION WITH THE SERVICES) ARE PROVIDED ON AN "AS IS" BASISWITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOTLIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OFDEALING, OR COURSE OF PERFORMANCE. WE MAKE NO WARRANTIES OR REPRESENTATIONSABOUT THE QUALITY, ACCURACY, RELIABILITY, TRUTHFULNESS, COMPLETENESS, ORTIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH OUR SERVICES, OR THE SERVICES,TEXT, GRAPHICS, OR LINKS.
WE DO NOT WARRANT THAT THE SERVICES, INCLUDINGANY STOREFRONTS OR SUPPLIERS, WILL OPERATE ON AN UNINTERRUPTED, SECURE,BUG-FREE, OR ERROR-FREE BASIS OR THAT THE SERVICES ARE FREE OF ANY FAULTS ORDEFECTS OR COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THESERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
Section 11: Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGALTHEORY (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHER LEGAL THEORY) SHALL MERCHLINK BE LIABLE TO YOU ORANY THIRD PARTY FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES ORBUSINESS, LOST DATA OR DATA BREACH, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANYKIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF ORINABILITY TO USE THE SERVICES, WHETHER OR NOT MERCHLINK HAS BEEN INFORMED OFTHE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; OR (II) FOR ANY DIRECT DAMAGES,COSTS, LOSSES, OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED (€100) EUROS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTEDBY LAW.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SETFORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MERCHLINK AND YOU.
Section 12: General
(a) Reservation of Rights. Merchlink and its licensorsexclusively own all right, title, and interest in and to the Services,including all associated intellectual property rights. You acknowledge that theServices are protected by copyright, trademark, and other laws of the UnitedStates and foreign countries. You agree not to remove, alter, or obscure anycopyright, trademark, service mark, or other proprietary rights noticesincorporated in or accompanying the Services. (b) Publicity. During the term of your use ofour Services, we have a non-exclusive, non-sublicensable (except to our serviceproviders), worldwide, royalty-free right to use your name, trademarks, image,likeness, logos, and branding (collectively, "Brand Marks") inconnection with our Services and marketing materials, in perpetuity, includingin connection with our social media accounts and online and print sales, marketing,and advertising activities. (c) No Joint Venture or Partnership. No joint venture, partnership,employment, or agency relationship exists between you, Merchlink, or anythird-party provider as a result of this Agreement or use of the Services. (d) No Third-Party Beneficiaries. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon anythird party whatsoever. (e) Governing Law. This Agreement, and allmatters arising from, related to, or connected with it, is governed by the laws of Germany, withoutgiving effect to any principles that provide for the application of the law ofany other jurisdiction.(f) Severability. Except as otherwise providedherein, if any provision of this Agreement is found to be invalid, theinvalidity of such provision shall not affect the validity of the remainingprovisions of this Agreement, which shall remain in full force and effect. (g) Electronic Communications. For contractual purposes, you: (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, andother communications that we provide to you electronically satisfy any legalrequirement that such communications would satisfy if they were in writing.This subparagraph does not affect your statutory rights. For notices made byemail, the date of receipt will be deemed the date on which such notice istransmitted. (h) Entire Agreement. This Agreement is the final,complete, and exclusive understanding and agreement of the parties with respectto the subject matter hereof and supersedes and merges all prior proposals,understandings, discussions, or other communications between the parties, oralor written, with respect to such subject matter.(i) Assignment. You may not assign or transferthis Agreement or any rights granted hereunder, by operation of law orotherwise, without Merchlink's prior written consent, and any attempt by you todo so, without such consent, will be void. Merchlink may freely assign thisAgreement. Subject to the foregoing, this Agreement will bind and inure to thebenefit of the parties, their successors, and permitted assigns. (j) Waiver of Rights. Failure by either party toenforce any provision of this Agreement will not constitute a waiver of futureenforcement of that or any other provision. The waiver of any such right orprovision will be effective only if in writing and signed by Merchlink's dulyauthorized representative. Except as expressly set forth in this Agreement, theexercise by either party of any of its remedies under this Agreement will bewithout prejudice to its other remedies under this Agreement or otherwise. (k) Interpretation. The headings to Sections of this Agreement are for convenience orreference only and do not form a part of this Agreement and will not in any wayaffect their interpretation. For purposes of this Agreement, the words andphrases "include", "includes", "including", and"such as" are deemed to be followedby the words "without limitation". (l) Amendments. Any waiver, modification, or amendment of any provision of thisAgreement will be effective only if in writing and signed by authorizedrepresentatives of both parties. Force Majeure. Neither party will beliable for damages or have the right to terminate this Agreement for any delayor default in performing hereunder (except for failure to timely pay) if such delayor default is caused by conditions beyond its reasonable control, includingacts of God, government restrictions (including the denial or cancellation ofany export or other necessary license), acts of terrorism, wars, disease, orinsurrections.
Section 13: Contact Information
Please contact us at the following to report any violations of this Agreement or to pose any questions regarding this Agreement or the Service.