PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF USE (
TERMS AND CONDITIONS OF USE)
FOR THE MERCURY DIRECT SYSTEM (
SYSTEM). BY CLICKING THE
I ACCEPT BUTTON BELOW OR
USING THE SYSTEM YOU ARE AGREEING TO ACCEPT THE TERMS AND CONDITIONS OF USE.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF USE, CLICK ON THE
I DO NOT ACCEPT
BUTTON BELOW AND DO NOT USE THE SYSTEM.
THE TERMS AND CONDITIONS OF USE ARE SUBJECT TO REVISION BY MERCURY TECHNOLOGY (
1. ACCURACY OF YOUR REGISTRATION INFORMATION.You confirm that the registration information (
AND YOUR USE OF THE SYSTEM IS SUBJECT TO THE MOST CURRENT VERSION OF
THE TERMS AND CONDITIONS OF USE POSTED ON THE SYSTEM AT THE TIME OF USE.
YOU SHOULD REVIEW THE TERMS AND CONDITIONS OF USE FROM TIME TO TIME.
you have provided to Mercury Technology is complete and accurate.
If corrections or changes to your Registration Information are required,
notify Mercury Technology before using the System.
2. YOUR RIGHT TO USE THE SYSTEM. The System is a United States based service offered by Mercury Technology,
an affiliate of IOS Brands, from its servers located in the United States,
or the benefit of qualified florist customers (
Members). Provided that you comply with the Terms and Conditions of Use, you may use the System to (a) view various materials,
including all information, documents, and other content on the System (collectively, the
Materials), and (b) subject to any other requirements that Mercury Technology may specify,
access the services (
Services) provided and products (
Products) offered by Mercury Technology on the System. Mercury Technology reserves the right to restrict,
suspend or terminate your access to all or part of the System, or to require you to immediately destroy any Materials you have downloaded,
printed or otherwise received from or through the System, at any time for any reason,
without prior notice or liability, and at Mercury Technologys sole discretion.
3. TERM & TERMINATION. The Terms and Conditions of Use shall commence on your first System
login and continue until terminated by either party with notice to the other party.
Termination of the Terms and Conditions of Use by you shall not extinguish your obligation
to pay any outstanding System charges.
4. LOGIN & PASSWORD. You have been issued with a login name and password to access the System.
You are entirely responsible for maintaining the confidentiality of your login and password.
You agree to notify Mercury Technology immediately of any unauthorized use of your account.
Until you notify Mercury Technology, you are responsible for any and all activities that
occur under your account. If Mercury Technology changes logins and/or passwords for
security or other reasons, Mercury Technology will send an e-mail to the client contact
specified in your Registration Information informing you of the new login and/or password.
5. FEES & CHARGES. Orders placed through the System are subject to various charges described
on the Mercury Direct Confirmation and Authorization form. You agree to pay any such charges and
any applicable taxes to Mercury Technology on the terms set out therein. Mercury Technology may at
any time make changes to the charges or the payment terms upon not less than 30 days notice to you.
You are responsible for all telecommunications charges and other charges made by your local communications
company, including, without limitation, all charges incurred for installing and maintaining the local
communication resources to the System. All dollar amounts payable by you to Mercury Technology will be
in United States funds, unless otherwise specified by Mercury Technology.
6. SYSTEM INFORMATION. In addition to your Registration Information, Mercury Technology may request
that you provide certain technical information in order to provide you with access to the System
System Information), including Florist Transworld Delivery (FTD) directory code numbers,
shop configurations, hardware or software components or configuration, or other information.
System Information can only be changed during regularly scheduled network updates. You are responsible
for promptly notifying Mercury Technology departments and personnel and other appropriate parties, as
directed by Mercury Technology, of any changes or additions to System Information. You are solely responsible
for notifying any other service provider you use of changes or additions to the technical information they require
to establish communications with you through the System. Mercury Technology disclaims all responsibility for your
failure to notify Mercury Technology or any other service provider of the changes or additions referred to herein.
7. SYSTEM SOFTWARE. Mercury Technology may periodically update the software used to operate the System,
including the software you download to access the System. Mercury Technology does not make, and hereby disclaims
any representations or warranties as to the compatibility of System software with third party services or software
or the System's ability to communicate and operate in combination with such third party services and/or software.
8. OWNERSHIP OF MATERIALS ON THE SYSTEM. Materials on the System are owned by Mercury Technology and its affiliates.
They are copyrighted and protected by United States, Canadian and international intellectual property laws,
treaties and conventions. You may not copy, adapt, modify, display, perform, transmit, frame, distribute, resell,
commercially exploit or otherwise use the Materials, except as expressly permitted herein, without the prior written
permission of the relevant rights holder(s). You also may not create a hyperlink directly to a page on the System, other
than the default, index or home page found at
http:MD7.mercurynetwork.com without Mercury Technology’s prior
written permission. The trademarks of Mercury Technology and others used on the System are the property of Mercury
Technology or their respective owners. You may not use any trademark displayed on the System without the written
permission of the respective owner of the mark. Your use of the System is conditioned on your abiding by all notices
of copyright, trademark and other proprietary rights appearing in the Materials. You are forbidden from removing or
altering any such notices in full or in part from Materials that you print or download.
9. CONFIDENTIALITY OF INFORMATION. When you place an order using the System, the order information
Order Information) you provide will be confidential and be disclosed only to the Member that fills the order.
Mercury Technology will not disclose Order Information to any other party unless required to do so by applicable law,
regulation, legal process or compulsory governmental request. All information other than Order Information that you send to
Mercury Technology, except as specified in Mercury Technology’s Privacy Statement
http://md2.mercurynetwork.com/Agreements/MD2_PRIVACY_STATEMENT.htm, will be considered non-proprietary and non-confidential,
and Mercury Technology will be free to use such information on an unrestricted basis for any purposes. You are prohibited
from sending Mercury Technology or any other user of the System any unlawful, threatening, libelous, or defamatory
communications, or any other communications that would violate any law or the rights of others under applicable law.
10. DISCLAIMER. Processing of orders placed using the System is subject to Mercury Technologys then-current network
availability and transmission priority schedules. MERCURY TECHNOLOGY DISCLAIMS ALL LIABILITY FOR AND YOU AGREE THAT
MERCURY TECHNOLOGY SHALL NOT BE HELD LIABLE FOR FAILURE OF OR DELAY IN TRANSMISSION OF ORDERS OR LOSS OF ORDERS RESULTING
FROM MALFUNCTIONS OF THE SYSTEM, DISRUPTION OF COMMON CARRIER LINES, LOSS OF POWER, NATURAL DISASTERS OR ANY AND ALL
OTHER CAUSES BEYOND MERCURY TECHNOLOGYS CONTROL. EXCEPT AS OTHERWISE NOTED HEREIN, MERCURY TECHNOLOGY PROVIDES THE
MATERIALS AND SERVICES ON THIS SYSTEM
AS IS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING WARRANTIES
AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
Applicable laws may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. To the extent
permissible, any implied warranties or representations are limited to the fullest extent permitted by law. Mercury Technology
makes no warranties, representations, or conditions of any kind regarding the systems, services, products, programs or other
offerings of Third Parties referenced on or accessible by means of the System. Mercury Technology also takes no responsibility
for viruses that may damage your computer system or data resulting from your access to or use of the System.
Although reasonable efforts are used to ensure that the System will be current and will contain no errors or inaccuracies,
Mercury Technology does not warrant or represent the accuracy, currency or completeness of the Materials on the System.
Mercury Technology may make changes to the Materials on the System at any time without notice. Mercury Technology does not
guarantee that all Products referenced on the System will be available at all times.
11. LIMITATION OF LIABILITIES. IN NO EVENT WILL MERCURY TECHNOLOGY, ITS RELATED AND AFFILIATED COMPANIES AND
PERSONS OR ITS OR THEIR SUPPLIERS, BE LIABLE FOR ANY DAMAGES OR LOSSES WHATSOEVER ARISING OUT OF THE USE,
INABILITY TO USE, OR THE RESULTS OF USE OF THIS SYSTEM, ANY THIRD PARTY SYSTEMS, OR THE MATERIALS, SERVICES, OR
PRODUCTS CONTAINED OR PROVIDED THROUGH ANY OR ALL SUCH SYSTEMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY
OTHER LEGAL THEORY AND WHETHER OR NOT MERCURY TECHNOLOGY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE
OF THE MATERIALS OR SERVICES ON THE SYSTEM RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR
DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
12. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Mercury Technology and its affiliates, representatives,
officers, directors and employees from all liabilities, claims, costs and expenses, including reasonable attorney fees,
that arise out of or in connection with your use of the System, your viewing or downloading of Materials from the System,
your use of Services or acquisition of Products on the System, or your Communications to the System.
13. RESOLUTION OF DISPUTES. These Terms and Conditions of Use shall be governed in all respects by and construed in
accordance with the laws, exclusive of the choice of laws rules, of the state of Illinois. All disputes arising out of
or otherwise relating to the Terms and Conditions of Use may only be brought in a federal or state court located in or
having jurisdiction over matters arising exclusively in Illinois, and you hereby consent to the jurisdiction of such courts
and waive to the fullest extent allowed by law any objection to venue in such courts and further waive the right to trial by
jury. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale
14. UNENFORCEABLE PROVISIONS. If any provision of the Terms and Conditions of Use is found to be unlawful, void or
unenforceable, then such provision is deemed severable and will not affect the validity or enforceability of any of the
remaining provisions. This transaction is void wherever prohibited.
15. CHOICE OF LANGUAGE.
Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais
The parties have required that this agreement and all related documents be drafted in English.
As partes têm exigido que este acordo e todos os documentos relacionados ser redigido em Inglês.
Las partes han requerido que este acuerdo y todos los documentos relacionados sean redactados en Inglés.