Mercent will provide the Services to Client subject to the terms and conditions of the Agreement and as follows:
Accuracy Of Client’s Registration Information. Client shall provide true, accurate, current, and complete information ("Registration Data") about Client as prompted by the registration form Client must complete to access the Services. Client shall maintain and promptly update the Registration Data to keep it accurate, current, and complete.
Client Websites. Client will be solely responsible for the development, operation, and maintenance of its websites and for all content that is displayed thereon. Mercent disclaims all liability for matters related to Client websites. Client websites may not (i) contain or link to content that Mercent, in its sole discretion, determines is unacceptable, including content that may be defamatory, obscene, abusive, violent or illegal or (ii) promote fraudulent or illegal activities or conduct that otherwise is deemed by Mercent to be unacceptable or inappropriate.
Passwords, Access, and Notification. Client may designate the number of authorized Users under Client’s account, which corresponds to the Services that Mercent will provide to Client, and Mercent will provide and assign unique user names and passwords ("User IDs") to each authorized User. Client acknowledges that Client is prohibited from sharing User IDs with unauthorized users. Client will be responsible for the confidentiality, security, and use of the User IDs, and for all Electronic Communications, including those containing Client Data and all other information of any kind contained in emails or otherwise entered electronically through the Services. Any Electronic Communications that Mercent receives under User IDs will be deemed by Mercent to have been transmitted by Client. Each party shall notify the other promptly upon becoming aware of any loss, theft or unauthorized use of any User IDs. Client will be solely and fully responsible for all liabilities incurred through unauthorized use of any User ID, and shall indemnify, defend and hold Mercent harmless from any and all Claims incurred or arising from any claim by a third party arising out of the unauthorized use of any User ID.
Third-Party Software. Until notified otherwise by Mercent, Client shall use “browser” and other third-party software that supports the Secure Socket Layer (SSL) protocol or other data security protocols accepted by Mercent, and to follow logon procedures while utilizing the Services that support such protocols. Client acknowledges that Mercent is not responsible for notifying Client of any upgrades, fixes or enhancements to any such software.
Transmission of Data. Client acknowledges that the processing and transmission of Client’s signs, signals, text, images, sounds, data or other content of any nature whatsoever transmitted in whole or part electronically (collectively, "Electronic Communications") is necessary to use the Services. Client expressly consents to Mercent’s interception and storage of Electronic Communications and Client Data, and acknowledges that Client’s Electronic Communications will involve transmission over third party computer networks or telecommunications facilities, including the Internet. Client acknowledges that changes to Client’s Electronic Communications may occur in order to conform and adapt Client Data to the technical requirements of connecting networks or devices. Client further acknowledges that Electronic Communications may be accessed by unauthorized parties when communicated across third party computer networks or telecommunications facilities, including the Internet. Mercent is not responsible for any Electronic Communications or Client Data that are lost, altered, intercepted or stored without authorization during the transmission of any data across networks or facilities not owned or operated by Mercent. Except to ensure the operability of with respect to Client Data, Mercent is not obligated to monitor the content of any Client Electronic Communications and assumes no responsibility, obligation or liability therefore or for any compromise of Client Data transmitted across third party computer networks or telecommunications facilities, including the Internet.
Client’s Lawful Conduct. Client shall comply with all applicable local, state, federal, and foreign laws, regulations, and conventions in connection with its use of the Services, including those related to privacy, Electronic Communications, and email spam. Client will not knowingly send any Electronic Communications while using the Services for any purpose that is unlawful or that contain any virus, worm, trojan horse or harmful code or attachment. Client will not upload, post, reproduce or distribute any information, software or other material protected by copyright or other Intellectual Property Right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights. Client will not alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database, or network while using the Services. Client will ensure that any use of the Services by its authorized users complies with these Terms of Service and the Agreement.
Links. The Services may provide, or third parties may provide, links to third party websites or resources. Mercent is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.
Mercent Cookies. Client shall not, directly or indirectly, alter, modify, delete, replace, overwrite or otherwise interfere with or manipulate any Mercent cookies attached to any Client Data by the Services or otherwise sent through access to and use of the Services.
General Practices Regarding Use of the Services. Mercent may establish and change general practices and limits concerning usage of the Services. Mercent may restrict or impose additional fees with respect to Client’s usage of the Services in circumstances where such usage exceeds reasonable limits set by Mercent. Client shall not use the Services in a manner that results in unreasonable bandwidth or Host System usage, or that Client reasonably knows or should know will likely cause a service level failure.