Terms of Service Agreement

Last updated: September 18, 2024

1. Introduction

Welcome to Mercantive! We appreciate your decision to use our platform. This document outlines the Terms of Service (“Terms”) that govern your access to and use of the services provided by Mercantive, Inc. (“Mercantive,” “we,” “us,” or “our”). Please read these Terms carefully, as they contain important information about your rights and obligations.

Binding Agreement: By accessing or using Mercantive’s platform, including our website, mobile applications, and any related services (collectively, the “Services”), you agree to be bound by these Terms. If you do not agree to these Terms, you must immediately stop using the Services.
Eligibility: You must be at least 18 years old and capable of forming a legally binding contract in your jurisdiction to use our Services. By using the platform, you represent and warrant that you meet these eligibility requirements.
Updates to Terms: We may update these Terms from time to time. Any changes will be posted on our website, and we will notify you of significant updates. Your continued use of the Services after changes are made constitutes your acceptance of the revised Terms.
Privacy and Security: Your use of the Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal information. By using our platform, you agree to the terms of our Privacy Policy.
Jurisdictional Compliance: Users are responsible for ensuring that their use of the Services complies with all applicable laws and regulations in their jurisdiction. Mercantive operates in compliance with relevant laws, but users must ensure their activities are lawful in their location.

2. Definitions

"Account": The unique profile created by a User to access and use the Services provided by Mercantive.
"Agreement": This Terms of Service Agreement, including any updates, amendments, or modifications.
"Content": Any text, images, videos, audio, data, or other materials uploaded, posted, or transmitted by Users through the Mercantive platform.
"Digital Product": Any intangible product delivered electronically, such as e-books, software, online courses, and other digital media.
"Payment Processor": A third-party service provider used by Mercantive to process payments for Transactions made through the platform.
"Platform": The Mercantive website, mobile applications, and any related services provided by Mercantive.
"Product": Any item, whether digital or physical, that is listed for sale on the Mercantive platform.
"Seller": Any User who lists and sells Products through the Mercantive platform.
"Services": The services provided by Mercantive, including but not limited to the facilitation of Transactions, payment processing, digital content distribution, and customer support.
"Subscription": A recurring payment plan that provides Users with access to specific Products or Services offered through the Mercantive platform.
"Terms": These Terms of Service, along with any additional policies, guidelines, or agreements incorporated by reference.
"Third-Party Service": Any service, software, or product provided by a third party that is integrated with or used in conjunction with Mercantive’s Services.
"Transaction": The purchase, sale, or exchange of Products or Services conducted through the Mercantive platform.
"User": Any individual or entity that accesses, uses, or registers for an Account on the Mercantive platform, including both Buyers and Sellers.
"User Content": Any Content that a User submits, uploads, or posts on the Mercantive platform, including but not limited to product descriptions, reviews, and communications.

3. Overview of Services

3.1. Description of Services

Payment Processing: Mercantive handles the processing of payments between buyers and sellers. This includes accepting various forms of payment such as credit/debit cards.
Digital Content Distribution: Mercantive provides tools and services for sellers to distribute digital products, such as e-books, software, online courses, and digital art. This includes hosting, delivery, and access management of digital content.
Tax Compliance: In certain circumstances, Mercantive may facilitate the calculation, collection, and remittance of sales taxes on behalf of sellers, as explicitly outlined in the Taxes documentation page, available on the website. For all other cases, the responsibility for tax compliance rests solely with the seller.

3.2. Service-specific Conditions

Payment Processing: All payments processed through Mercantive are subject to our payment processing terms and conditions. We use third-party payment processors to facilitate these transactions, and users must comply with the terms of these processors.
Refund Management: Mercantive manages refund requests in accordance with our refund policy. Sellers must honor refund requests that comply with our policy, and buyers are entitled to request refunds as per the terms stated.
Digital Content Management: Sellers are responsible for ensuring their digital products comply with all applicable laws and regulations. Mercantive provides tools to help manage digital rights and access to content.

3.3. Service Availability

System Maintenance: Mercantive may perform scheduled maintenance to ensure the proper functioning of our platform. During maintenance periods, services may be temporarily unavailable. We will provide advance notice of scheduled maintenance whenever possible.
Unplanned Outages: In the event of unplanned system outages, Mercantive will work to restore services as quickly as possible. We do not guarantee uninterrupted service and are not liable for any disruptions caused by such outages.

3.4. Changes to Services

Right to Modify: Mercantive reserves the right to modify or discontinue any feature or aspect of the services at any time, with or without notice. This may include adding new features, removing existing features, or changing the way services are delivered.
Service Updates: Mercantive may update the services, which may require users to accept updates to continue using the services. Users agree to accept such updates and understand that they may be necessary for the continued use of the services.
Notification of Changes: Significant changes to our services will be communicated to users through our website or by email. Continued use of the services after modifications constitutes acceptance of the changes.

4. Use of the Services

4.1. Limited License

License Grant: Subject to these terms, Mercantive grants you a limited, non-exclusive, non-transferable, revocable license to use the services. You agree to use the services only for lawful purposes and in accordance with these terms.
Compliance with Policies: Your use of the services must comply with all applicable Mercantive policies, which may be updated from time to time. These policies include, but are not limited to, the Privacy Policy, Acceptable Use Policy, and any guidelines provided by Mercantive.

4.2. Account Creation and Security

Account Creation: To use certain features of the services, you must register for an account. During the registration process, you will be required to provide certain information and establish a username and password.
Account Information: You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Mercantive reserves the right to suspend or terminate your account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete.
Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Mercantive immediately of any unauthorized use of your account or any other breach of security.

4.3. User Obligations

Accuracy and Legality: Users are responsible for ensuring that the content they upload is accurate, legal, and does not violate any laws or third-party rights. This includes ensuring that product descriptions are truthful and not misleading.
Content Ownership: Users retain ownership of the content they upload to the platform. By uploading content, users grant Mercantive a non-exclusive, worldwide, royalty-free license to use, display, and distribute the content as necessary to provide the services.
Interactions with Other Users: Users are solely responsible for their interactions with other users of the platform. Mercantive reserves the right, but has no obligation, to monitor disputes between users.
Release: If you have a dispute with one or more users, you release Mercantive (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Applicable Laws: Users must comply with all applicable local, state, national, and international laws and regulations. This includes laws related to online conduct, intellectual property, marketing activities, and the sale of goods and services.
Marketing Compliance: Mercantive’s marketing activities comply with applicable laws and regulations, including anti-spam laws and advertising standards. Users must ensure their marketing practices are lawful, truthful, and not misleading.
Prohibited Marketing Practices: Users are prohibited from engaging in deceptive marketing practices, including false advertising, unauthorized use of third-party trademarks, and any other tactics that violate legal standards.

4.4. Reporting Violations

Reporting Mechanism: Users can report any violations of these terms or inappropriate content through the reporting mechanism provided on the platform. Mercantive will review and take appropriate action as necessary.
Consequences of Violations: Users who violate these terms may be subject to account suspension or termination, removal of content, and other legal actions as deemed appropriate by Mercantive.
Legal Action: Mercantive may report illegal activities to the appropriate authorities and cooperate with law enforcement in any investigation or prosecution of such activities.

4.5. Monitoring and Enforcement

Monitoring: Mercantive reserves the right to monitor user activity on the platform to ensure compliance with these terms. This may include reviewing user content and interactions, and taking appropriate action if violations are detected.
Enforcement: Mercantive may enforce these terms by issuing warnings, suspending or terminating accounts, removing content, or taking other legal actions as necessary.

4.6. Feedback

By submitting any feedback, ideas, suggestions, or other materials (collectively, ‘Feedback’) to Mercantive, you grant Mercantive a non-exclusive, royalty-free, perpetual, and irrevocable right to use, modify, distribute, and incorporate such Feedback into the platform or related services without any obligation to you.

5. Listing and Purchasing Products

5.1. Listing Products

Eligibility to List: Only registered sellers who comply with these terms are eligible to list products for sale on the Mercantive platform.
Accurate Listings: Sellers must provide accurate, complete, and truthful information about their products, including descriptions, pricing, and availability. Sellers are responsible for ensuring that their listings do not contain false or misleading information.
Delivery of Digital Products: Sellers are responsible for ensuring that digital products are delivered to buyers in a timely and accessible manner. This may include providing download links, access codes, or other means of accessing the digital content.
Stock Management: Sellers are responsible for managing the availability of their products. Listings must accurately reflect whether a product is in stock and available for purchase.
Out-of-Stock Items: Sellers must promptly update their listings to reflect any out-of-stock items and notify buyers if an item becomes unavailable after a purchase has been made.
Compliance with Laws: Sellers are responsible for ensuring that their products and services comply with all local, state, national, and international laws and regulations, including consumer protection laws, intellectual property laws, and any other relevant legal requirements. This includes obtaining any necessary licenses or permits.
International Sales: When selling products internationally, users must comply with the laws and regulations of the destination country, including import/export restrictions and customs regulations.

5.2. Prohibited Products

The following is not an exhaustive list of prohibited products, and detailed information on prohibited products and services is available on our website page "Prohibited Products and Services." Mercantive reserves the right to update this list at any time.

Any products restricted by our payment processing partners are also prohibited. Users must ensure that all products offered through our platform comply with these restrictions. Failure to adhere to these guidelines may result in the suspension or termination of your account.

Illegal Products and Services: Includes illegal drugs, equipment for drug use, fake ID services, and products or services that promote unlawful violence or discrimination.
Adult Content and Services: Prohibited are adult services like prostitution and escorts, adult video stores, and content depicting explicit sexual acts, including AI-generated content.
Regulated Products and Services: Prohibited categories include, but are not limited to, CBD products exceeding legal THC limits, gambling and betting, weapons and ammunition, pay-to-play auctions, sweepstakes, lotteries, and other regulated items such as pharmaceuticals and nutraceuticals.
Intellectual Property Infringement: Sales of counterfeit goods, unauthorizeddistribution of copyrighted materials, and other products infringing on IP rights.
Financial and Legal Services: This includes prohibited services related to real estate, mortgage lending, telemarketing, debt relief, bankruptcy, legal services, and any form of multi-level marketing or pyramid schemes.
Weapons and Dangerous Materials: Includes firearms, explosives, weapon components, and toxic or flammable materials.

Mercantive reserves the right to remove any listings that violate these terms or any applicable laws and regulations.

5.3. Purchasing Products

Buyer Responsibilities: Buyers are responsible for reviewing product listings and ensuring that they understand the terms of the purchase before completing a transaction. This includes reviewing product descriptions, pricing, shipping terms, and any other relevant information provided by the seller.
Order Confirmation: Upon completing a purchase, buyers will receive an order confirmation via email. This confirmation will include details of the purchase, such as the product purchased, the price paid, and the expected delivery or access information.
Payment Authorization: By completing a purchase, buyers authorize Mercantive to charge their selected payment method for the total amount of the purchase, including any applicable taxes and fees.
Rights Granted: When you purchase a digital product through Mercantive, you are granted a limited, non-exclusive, non-transferable license to access and use the content under the terms specified by the seller. This license is for personal use only.
Restrictions: You may not sell, distribute, or share the digital product with others unless explicitly permitted by the seller. Unauthorized sharing or resale of digital products is prohibited and may result in the suspension or termination of your access to the product or platform.
Termination of Access: Mercantive reserves the right to terminate or restrict your access to digital products if you are found to be in violation of these Terms, engaged in fraudulent activities, or if required by law.

6. Prohibited Uses and Conduct

Users must not use the services for any unlawful purpose or in violation of any applicable laws or regulations. Prohibited uses and conduct include, but are not limited to, the following:

Illegal Activities: Engaging in any activity that constitutes a criminal offense, gives rise to civil liability, or violates intellectual property rights. This includes the sale of illegal goods or services, fraud, identity theft, chargeback fraud, money laundering, or any other financial crimes.
Malicious Activities: Distributing malware, viruses, or other harmful software; interfering with the platform's integrity, security, or performance; or attempting to gain unauthorized access to services, accounts, or computer systems connected to the platform.
Spamming and Automated Use: Sending unsolicited messages, spam, or using bots, scripts, or automated processes to interfere with or disrupt platform services.
Hate Speech and Discrimination: Posting content that promotes hate speech, violence, or discrimination based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics.
Intellectual Property Infringement: Uploading, posting, or transmitting content that infringes upon the intellectual property rights of others, including unauthorized use of copyrighted material, trademarks, or proprietary information.
Unauthorized Commercial Use: Using the platform for commercial activities unrelated to the services provided by Mercantive, including soliciting business, promoting unauthorized products or services, engaging in counterfeit digital goods sales, or participating in money laundering schemes.
Harassment and Abuse: Engaging in harassment, threats, or abuse towards other users, including actions that intimidate, threaten, or harm individuals or groups.

7. Fees, Payments, and Sales

7.1. Pricing

Service Fees: Mercantive charges service fees for transactions conducted on the platform. These fees cover payment processing, platform usage, and other administrative costs. The exact fee structure is available on our pricing page and may vary depending on the services used.
Fee Adjustments: Mercantive reserves the right to adjust its fees at any time. Any changes to fees will be communicated to users in advance through our website or by email. Users agree to these fees by continuing to use the services after any adjustments.

7.2. Payment Terms

Payment Obligations: Users agree to pay all fees or charges associated with their transactions in accordance with the fees, charges, and billing terms in effect at the time the transaction is made. Payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly provided in these Terms or as required by law.
Payment Methods: Users must provide a valid payment method at the time of each transaction. Mercantive accepts various forms of payment as specified on the platform. Users authorize Mercantive to charge their payment method for all fees incurred in connection with their transactions.
Third-Party Processors: Payments are processed by third-party payment processors. Users must comply with the terms of these processors in addition to Mercantive's terms.
Invoices and Receipts: Mercantive will issue electronic invoices for all transactions completed on the platform. Users are responsible for ensuring that their payment information is accurate and up-to-date. Receipts for payments will be provided electronically after each transaction and can be accessed through the user’s account on the platform. Users are responsible for maintaining their own records of transactions, including invoices, receipts, and other documentation required for accounting and tax purposes.
Payout Schedule: Payments to sellers will be made according to the schedule specified in the documentation available online in the Help Center. Sellers can view their payment schedule and transaction details in their account dashboard.

7.3. Refund Policy

General Policy: Mercantive does not have an obligation to provide refunds or credits for digital products. Refunds may be granted at Mercantive's sole discretion.
Exceptions: Refunds are generally not provided for subscription-based digital products after the second billing cycle. Buyers may cancel subscriptions to avoid future charges but are not entitled to refunds for previous payments.
Impact of Content Consumption: Refund requests may be denied if the buyer has accessed, consumed, or downloaded a significant portion of the digital content. This includes:
- Watching or downloading course lessons.
- Attending virtual events.
- Downloading files related to the digital product.
Abuse Prevention: To prevent abuse of the refund policy, Mercantive reserves the right to refuse refunds if there is evidence that the buyer has misused the digital product or violated the Terms of Service.
Request Method: Buyers must request refunds through Mercantive’s dedicated refund request form available on the platform. Requests made through other channels, including responses to automated emails, will not be processed.
Documentation: Buyers may be required to provide documentation or evidence to support their refund request. Failure to provide requested documentation may result in the denial of the refund request.
Refund Method: Refunds will be processed through the original payment method used at the time of purchase. Depending on the payment method, refund processing times may vary.
Chargebacks and Refund Conflicts: If a buyer initiates a chargeback, Mercantive will not process a refund request for the same transaction and will defer to the outcome of the chargeback dispute. Buyers are encouraged to resolve issues directly through Mercantive before pursuing a chargeback.
Compliance with Law: This refund policy is intended to comply with applicable consumer protection laws and regulations. In the event of any conflict between this policy and the law, the applicable law will prevail.

7.4. Tax Compliance

Seller Responsibilities: Sellers are responsible for determining and fulfilling their tax obligations, including any applicable taxes related to product sales. This includes calculating, collecting, and remitting taxes as required by law.
Tax Calculation: Mercantive may provide tools to assist with tax calculation and remittance but does not guarantee their accuracy. Sellers should consult with a tax professional to ensure compliance with all tax requirements.
Sales Tax Collection: In certain jurisdictions, Mercantive may be required to collect and remit sales tax on behalf of sellers. The amount of tax collected and remitted will depend on various factors, including the buyer's location and the nature of the product sold.

8. Third-Party Services

8.1. Integration with Third-Party Services

Third-Party Services: The services provided by Mercantive may include integrations with or links to third-party services, websites, or applications (collectively, "Third-Party Services"). These Third-Party Services are not controlled by Mercantive, and Mercantive is not responsible for their content, functionality, or practices. Your use of Third-Party Services is at your own risk. Mercantive is not liable for any damage or loss caused by or in connection with your use of any Third-Party Services.

8.2. Terms of Third-Party Services

Compliance with Terms: You must comply with the terms and conditions of any Third-Party Services you use in connection with the services provided by Mercantive. Failure to comply with those terms may result in the suspension or termination of your access to the services.
Separate Agreements: Your use of Third-Party Services may be subject to separate agreements between you and the third-party providers. Mercantive is not a party to such agreements and disclaims any liability arising from such agreements.

8.3. Responsibility for Content

Third-Party Content: Content provided by Third-Party Services is the responsibility of the respective third-party providers. Mercantive does not endorse or assume any responsibility for such content.
User Content and Third-Party Services: If you share or upload content through Third-Party Services integrated with the Mercantive platform, you are responsible for ensuring that such content complies with these terms and the terms of the Third-Party Services.

8.4. Privacy and Data Protection

Third-Party Data Practices: Third-Party Services may have their own privacy policies and data protection practices. Mercantive is not responsible for the privacy practices of any Third-Party Services. You should review the privacy policies of any Third-Party Services you use.
Data Sharing: By using Third-Party Services in connection with the Mercantive platform, you acknowledge that your data may be shared with the third-party providers to facilitate the integration and use of the services.

8.5. Disputes with Third Parties

Resolution of Disputes: Any disputes arising from your use of Third-Party Services must be resolved directly with the third-party provider. Mercantive is not responsible for resolving disputes between you and third-party providers.
Indemnification: You agree to indemnify and hold Mercantive harmless from any claims, liabilities, damages, losses, and expenses arising out of or related to your use of Third-Party Services.

8.6. Changes to Third-Party Services

Modification or Discontinuation: Third-Party Services integrated with the Mercantive platform may change, be modified, or discontinued at any time without notice to you. Mercantive is not responsible for any such changes or discontinuations.
Impact on Services: Changes to Third-Party Services may impact the availability and functionality of the services provided by Mercantive. Mercantive will make reasonable efforts to notify you of any significant changes that may affect your use of the services.

9. Termination

9.1. Termination by User

Voluntary Termination: Users can terminate their account at any time by following the account termination procedures provided in the account settings. Upon termination, users will no longer have access to their account or any associated data.
Refunds upon Termination: Termination by the user does not entitle the user to a refund of any fees paid, except as required by applicable law or explicitly stated in our refund policy.

9.2. Termination by Mercantive

For Cause: Mercantive may terminate or suspend a user’s account if the user violates these terms, engages in fraudulent or illegal activities, or otherwise breaches any applicable laws or regulations.
Without Cause: Mercantive reserves the right to terminate or suspend any account without cause by providing advance notice to the user. This includes instances where continued provision of services is no longer commercially viable.

9.3. Effects of Termination

Access to Services: Upon termination, the user will immediately lose access to the services, including any content or data associated with the account. Mercantive is not obligated to retain any data following termination unless required by law.
Outstanding Balances: Any outstanding balances owed to Mercantive must be paid in full upon termination. Mercantive reserves the right to charge any unpaid fees to the user’s designated payment method.
Data Retrieval: Users may request a copy of their data before the termination becomes effective. Mercantive will provide data in a commonly used and machine-readable format, subject to any legal restrictions.

9.4. User Account and Access Management

Suspension: Mercantive may suspend user accounts to investigate potential breaches of these terms or fraudulent activities. During suspension, users may have limited access to the services.
Reactivation: Suspended accounts may be reactivated if the issue is resolved to Mercantive’s satisfaction. Users must comply with any conditions set by Mercantive for reactivation.
Appeal Process: Users may appeal account suspensions or terminations by contacting Mercantive support. Appeals must include relevant information to support the user’s case. Mercantive’s decision on appeals is final.

9.5. No Liability for Termination

No Liability: Mercantive is not liable to users or any third party for any termination or suspension of user accounts, loss of access to services, or deletion of data. This includes any consequential damages resulting from termination.

9.6. Survival of Terms

Survival: The provisions of these terms that by their nature should survive termination, including but not limited to payment obligations, indemnification, limitations of liability, and governing law, will continue to apply following termination.

9.7. Notice of Termination

Notification: Mercantive will provide notice of termination or suspension to the user through email or other contact information provided in the user’s account. Notices are effective immediately unless otherwise stated.

10. Disclaimers and Limitations of Liability

10.1. General Disclaimers

As-Is Basis: Mercantive provides the platform and services on an "as-is" and "as-available" basis. We make no representations or warranties of any kind, express or implied, regarding the operation of the platform, the information, content, materials, or products included on the platform. Mercantive expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the platform will be uninterrupted, error-free, or free from viruses or other harmful components.
User Conduct: Users are solely responsible for their conduct and any content that they submit, post, or transmit via the services. Mercantive disclaims any responsibility for user conduct or content.
Third-Party Services: The services may include links to third-party websites or services that are not owned or controlled by Mercantive. Mercantive has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services.

10.2. Venue Disclaimer

Role of Mercantive: Mercantive acts as a venue for sellers to offer and sell digital products and for buyers to purchase these products. We do not have control over the quality, safety, legality, or completion of the transactions. We do not guarantee the accuracy of any listings or the ability of sellers to sell products or the ability of buyers to pay for products. Any disputes arising from transactions conducted through our platform are between the buyer and the seller, and Mercantive is not responsible for resolving such disputes.

10.3. Limitation of Liability

General Limitation: To the fullest extent permitted by applicable law, Mercantive, its affiliates, officers, directors, employees, agents, and partners shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from:
- The use or inability to use the platform or services;
- Unauthorized access to or alteration of your transmissions or data;
- Statements or conduct of any third party on the platform;
- Any other matter relating to the platform or services.
Cap on Liability: Mercantive’s total liability to you for any claim arising out of or relating to these Terms or your use of the platform or services shall not exceed the greater of the amount paid by you to Mercantive in transaction fees in the thirty (30) days prior to the event giving rise to liability or ten U.S. dollars (USD $10). This limitation applies to all claims, regardless of whether they are based on warranty, contract, tort, or any other legal theory.
Jurisdictional Considerations: The exclusions and limitations of liability outlined in these Terms of Service are intended to apply to the fullest extent permitted by applicable law. However, certain jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities for certain types of damages. In these cases, Mercantive’s liability will be limited to the maximum extent permitted by the laws of the applicable jurisdiction.

10.4. Force Majeure

Force Majeure Events: Mercantive shall not be liable for any failure to perform its obligations under these terms due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

11. Indemnification

11.1. User Responsibility

Indemnification Obligations: Users agree to indemnify, defend, and hold harmless Mercantive, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:
- User Content: Any content submitted, posted, or transmitted by users via the services.
- User Conduct: Any user conduct in connection with the use of the services.
- Violation of Terms: Any violation of these terms by users.
- Third-Party Claims: Any claims by third parties arising from or related to user content or conduct.
- Violation of Laws: Any alleged or actual violation of any applicable law, regulation, or order by users.

11.2. Scope of Indemnification

Covered Claims: This indemnification obligation covers any claim brought by a third party against Mercantive that arises out of or relates to:
- Intellectual Property Infringement: Claims that user content infringes on the intellectual property rights of a third party.
- Defamation or Privacy Violations: Claims related to defamation, invasion of privacy, or violations of data protection laws.
- Product Liability: Claims arising from the sale or distribution of products by users, including product liability claims.

11.3. Procedure for Indemnification

Notice of Claims: Mercantive will promptly notify users of any claim for which indemnification is sought, but failure to do so will not relieve users of their indemnification obligations except to the extent that users are materially prejudiced by such failure.
Control of Defense: Users may assume the defense and control of any indemnified matter, provided that users use counsel reasonably satisfactory to Mercantive and diligently pursue the defense. Mercantive reserves the right to participate in the defense at its own expense.
Settlement: Users may not settle any claim without Mercantive's prior written consent if the settlement would impose any obligations or liabilities on Mercantive.

11.4. Cooperation

Cooperation and Assistance: Users agree to cooperate fully with Mercantive in the defense of any claim that is subject to indemnification. This includes providing any necessary documentation, information, and testimony as required for the defense.

11.5. Survival

Survival of Indemnification Obligations: The indemnification obligations under this section will survive the termination or expiration of these terms and your use of the services.

12. Governing Law and Dispute Resolution

12.1. Governing Law

Applicable Law: These terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

12.2. Dispute Resolution

Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to these terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of Delaware before a single arbitrator.
Arbitration Administration: The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Consumer Arbitration Rules.

12.3. Arbitration Procedure

Initiation of Arbitration: A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of dispute ("Notice"). The Notice to Mercantive should be sent to our legal department at [Mercantive's Address]. The Notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought.
Conduct of Arbitration: The arbitration will be conducted in accordance with the AAA’s rules. If there is a conflict between the AAA’s rules and these terms, these terms will govern.
Arbitrator's Authority: The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA’s rules, and these terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon the parties.

12.4. Class Action Waiver

No Class Actions: You and Mercantive agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. Neither you nor Mercantive will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

12.5. Exceptions to Arbitration

Small Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in small claims court for disputes or claims within the scope of that court’s jurisdiction.
Injunctive Relief: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

12.6. Costs and Fees

Arbitration Costs: Each party shall bear their own costs and expenses of the arbitration, and the parties shall share equally the fees and costs of the AAA and the arbitrator, except where applicable law or the AAA’s rules provide otherwise.

12.7. Confidentiality

Confidential Proceedings: All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce the arbitration award, to seek injunctive or equitable relief, or to pursue any right of set-off.

12.8. Enforceability

Severability: If any provision of this arbitration agreement is found to be unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced.

13. Changes to the Terms

Modification of Terms: Mercantive reserves the right to modify these terms at any time. Changes will be effective immediately upon posting on our website unless otherwise specified. It is your responsibility to review these terms periodically for any updates or changes.
Notice of Changes: Significant changes to the terms will be communicated to users through our website, email, or other appropriate channels. By continuing to use the services after any changes become effective, you agree to be bound by the revised terms.
Acceptance of Modified Terms: If you do not agree to the modified terms, you must stop using the services. Your continued use of the services after the effective date of any changes constitutes your acceptance of the modified terms.
Legal or Regulatory Changes: If changes are required to comply with legal or regulatory requirements, Mercantive will implement such changes immediately and provide notice as soon as practicable.
Access to Previous Versions: Previous versions of the terms may be available upon request for users who need to reference earlier agreements. Contact our support team to obtain copies of previous terms.