TERMS OF USE

  1. Your Acceptance
    1. By using and/or visiting this Web site (collectively, including all content and functionality available through the MeriTalk.com domain name, the “MeriTalk Web site,” or “Web site”), you signify your agreement to (1) these terms and conditions (the “terms of use”) and (2) MeriTalk’s privacy notice, found at MeriTalk.com/privacy/. If you do not agree to any of these terms, the MeriTalk privacy notice, please do not use the MeriTalk Web site
    2. Although we may attempt to notify you when major changes are made to these terms of use, you should periodically review the most up-to-date version at MeriTalk.com/terms-of-use/. MeriTalk may, in its sole discretion, modify or revise these terms of use and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this agreement shall be deemed to confer any third-party rights or benefits
  1. MeriTalk Web Site
    1. These terms of use apply to all users of the MeriTalk Web site, including users who are also contributors of multimedia content, information, and other materials or services on the Web site
    2. The MeriTalk Web site may contain links to third-party Web sites that are not owned or controlled by MeriTalk. MeriTalk has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party Web sites. In addition, MeriTalk will not and cannot censor or edit the content of any third-party site. By using the MeriTalk Web site, you expressly relieve MeriTalk from any and all liability arising from your use of any third-party Web site
    3. Accordingly, we encourage you to be aware when you leave the MeriTalk Web site and to read the terms and conditions and privacy policy of each other Web site that you visit
  1. General Use of the Web site – Permissions and RestrictionsMeriTalk hereby grants you permission to access and use the Web site as set forth in these terms of use, provided that:
    1. You agree not to distribute in any medium any part of the Web site, including but not limited to user comments (defined below), without MeriTalk’s prior written authorization
    2. You agree not to alter or modify any part of the Web site unless expressly allowed by the functionality of the Web site
    3. You agree not to use the Web site for any commercial purposes without the prior written authorization of MeriTalk. Prohibited commercial uses include any of the following actions taken without MeriTalk’s express approval:
      • Sale of access to the Web site or its related services on another Web site
      • Use of the Web site or its related services for the primary purpose of gaining advertising or subscription revenue
      • Sale of advertising, on the MeriTalk Web site or any third-party Web site, targeted to the content of specific user submissions or MeriTalk content
      • Any use of the Web site or its related services that MeriTalk finds, in its sole discretion, to use MeriTalk’s resources or user submissions with the effect of competing with or displacing the market for MeriTalk, MeriTalk content, or its user submissions
    4. Prohibited commercial uses do not include:
      • Using the MeriTalk Web site to show MeriTalk videos on an ad-enabled blog or Web site, provided the primary purpose of linking to the site is not to gain advertising revenue or compete with MeriTalk
      • Any use that MeriTalk expressly authorizes in writing
    5. If you link back to MeriTalk on your Web site, you must reference a prominent link back to MeriTalk
    6. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the MeriTalk Web site in a manner that sends more request messages to the MeriTalk servers in a given period of time than a human can reasonably produce in the same period by using a conventional online Web browser. Notwithstanding the foregoing, MeriTalk grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. MeriTalk reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information from the Web site, nor to use the communication systems provided by the Web site (e.g. comments, e-mail) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Web site with respect to their user submissions
    7. In your use of the MeriTalk Web site, you will otherwise comply with the terms and conditions of these terms of use and all applicable local, national, and international laws and regulations
    8. MeriTalk reserves the right to discontinue any aspect of the MeriTalk Web site at any time
  1. Your Use of Content on the SiteIn addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the MeriTalk Web site.
    1. The content on the MeriTalk Web site, except all user comments (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like (“content”) and the trademarks, service marks, and logos contained therein (“marks”), are owned by or licensed to MeriTalk, subject to copyright and other intellectual property rights under the law. Content on the Web site is provided to you as is for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. MeriTalk reserves all rights not expressly granted in and to the MeriTalk Web site and the content
    2. User comments are made available to you for your information and personal use solely as intended through the normal functionality of the MeriTalk Web site. User comments are made available “as is,” and may not be used, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the MeriTalk Web site or otherwise as prohibited under this Agreement
    3. You may access MeriTalk content, user comments, and other content only as permitted under this agreement. MeriTalk reserves all rights not expressly granted in and to the MeriTalk content and the MeriTalk Web site.
    4. You agree to not engage in the use, copying, or distribution of any of the content other than expressly permitted herein, including any use, copying, or distribution of user comments of third parties obtained through the Web site for any commercial purposes
    5. You agree not to circumvent, disable, or otherwise interfere with security-related features of the MeriTalk Web site or features that prevent or restrict use or copying of any content or enforce limitations on use of the MeriTalk Web site or the content therein
    6. You understand that when using the MeriTalk Web site, you will be exposed to user submissions from a variety of sources, and that MeriTalk is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such user submissions. You further understand and acknowledge that you may be exposed to user submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MeriTalk with respect thereto, and agree to indemnify and hold MeriTalk, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Web site
  1. Your User Submissions and Conduct
    1. A MeriTalk Web site user may submit textual content (“user comments”). You understand that whether or not such user comments are published, MeriTalk does not guarantee any confidentiality with respect to any user submissions
    2. You shall be solely responsible for your own user comments and the consequences of posting or publishing them. In connection with user submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize MeriTalk to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all user submissions to enable inclusion and use of the user submissions in the manner contemplated by the Web site and these terms of use.
    3. In connection with user comments, you further agree that you will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant MeriTalk all of the license rights granted herein
    4. MeriTalk does not endorse any user comment or any opinion, recommendation, or advice expressed therein, and MeriTalk expressly disclaims any and all liability in connection with user comments. MeriTalk does not permit copyright infringing activities and infringement of intellectual property rights on its Web site, and MeriTalk will remove all content and user submissions if properly notified that such content or user submission infringes on another’s intellectual property rights. MeriTalk reserves the right to remove content and user comments without prior notice
  1. Digital Millennium Copyright Act
    1. If you are a copyright owner or an agent thereof and believe that any user submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
      • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
      • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site
      • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material
      • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an e-mail address
      • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law and
      • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
    2. Counter-Notice. If you believe that your user comment that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your user submission, you may send a counter-notice containing the following information to the copyright agent:
      • Your physical or electronic signature
      • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled
      • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content and
      • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the Federal court in Alexandria, Virginia, and a statement that you will accept service of process from the person who provided notification of the alleged infringement

If a counter-notice is received by the copyright agent, MeriTalk may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at MeriTalk’s sole discretion.

  1. Acceptable Use
  2. You are solely responsible for any and all acts and omissions that occur during or relating to your use of the Web site, and you agree not to engage in unacceptable use of the Web site, which includes, without limitation, use of the Web site to:

    1. 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;
    2. Post or transmit any Content 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;
    3. Disseminate or transmit “spam,” unsolicited messages, chain letters, any advertisements, solicitations, pyramid schemes, investment opportunities, or other unsolicited commercial communication;
    4. 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;
    5. Collect, use, or store any personally identifiable information about other users, or otherwise violate the personal privacy rights of others;
    6. Impersonate any person or entity (including a Web site agent, user, or moderator), or falsely state or otherwise misrepresent your affiliation with a person or entity;
    7. Post any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation except in areas that are expressly designated by the Web site for such purpose;
    8. Disseminate or transmit any Content 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;
    9. Violate any law (whether Federal, local, state, or international), whether or not intentionally;
    10. Forge headers or otherwise intentionally disguise the origin of any Content or communication; interfere with or disrupt the Web site, or servers or networks connected to the Web site; or disobey any requirements, procedures, policies, or regulations of networks connected to the Web site;
    11. Post any Content related to partisan political campaigning or fundraising;
    12. Express or imply that any statements you make are endorsed by us;
    13. Modify, adapt, sub-license, translate, sell, reverse engineer, decompile, or disassemble any portion of the Web site;
    14. Obtain, copy, monitor, index, or data mine through the use of a robot, spider, any automated device, or any manual process, the Web site or the contents (except as expressly permitted by MeriTalk);
    15. Remove any copyright, trademark, or other proprietary rights notices contained in the Web site;
    16. “Frame” or “mirror” any part of the Web site; or
    17. Engage in any other activity deemed by MeriTalk 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 Web site, 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.

  1. Warranty DisclaimerYOU AGREE THAT YOUR USE OF THE MERITALK WEB SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MERITALK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEB SITE AND YOUR USE THEREOF. MERITALK MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE MERITALK WEB SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE MERITALK SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MERITALK WEB SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE MERITALK WEB SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MERITALK WEB SITE. MERITALK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MERITALK WEB SITE OR ANY HYPERLINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MERITALK WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
  1. Limitation of LiabilityIN NO EVENT SHALL MERITALK, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE MERITALK WEB SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE MERITALK SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MERITALK WEB SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE MERITALK WEB SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MERITALK WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.YOU SPECIFICALLY ACKNOWLEDGE THAT MERITALK SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.The Web site is controlled and offered by MeriTalk from its facilities in the United States of America. MeriTalk makes no representations that the MeriTalk Web site is appropriate or available for use in other locations. Those who access or use the MeriTalk Web site from other jurisdictions do so at their own volition and are responsible for compliance with local law.
  1. IndemnityYou agree to defend, indemnify, and hold harmless MeriTalk, its parent corporation, officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the MeriTalk Web site; (ii) your violation of any term of these terms of use; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your user submissions caused damage to a third party. This defense and indemnification obligation will survive these terms of use and your use of the MeriTalk Web site.
  1. Ability to Accept Terms of UseYou affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these terms of use, and to abide by and comply with these terms of use.
  1. AssignmentThese terms of use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MeriTalk without restriction.
  1. GeneralYou agree that: (i) the MeriTalk Web site shall be deemed solely based in Virginia; and (ii) the MeriTalk Web site shall be deemed a passive Web site that does not give rise to personal jurisdiction over MeriTalk, either specific or general, in jurisdictions other than Virginia. These terms of use shall be governed by the internal substantive laws of the State of Virginia, without respect to its conflict of laws principles. Any claim or dispute between you and MeriTalk that arises in whole or in part from the MeriTalk Web site shall be decided exclusively by a court of competent jurisdiction located in Alexandria, Virginia. These terms of use, together with the privacy notice at MeriTalk.com/privacy/ and any other legal notices published by MeriTalk on the Web site, shall constitute the entire agreement between you and MeriTalk concerning the MeriTalk Web site. If any provision of these terms of use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms of use, which shall remain in full force and effect. No waiver of any term of this these terms of use shall be deemed a further or continuing waiver of such term or any other term, and MeriTalk’s failure to assert any right or provision under these terms of use shall not constitute a waiver of such right or provision. MeriTalk reserves the right to amend these terms of use at any time and without notice, and it is your responsibility to review these terms of use for any changes. Your use of the MeriTalk Web site following any amendment of these terms of use will signify your assent to and acceptance of its revised terms. YOU AND MERITALK AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MERITALK WEB SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.