Merrill Corporation

Terms of Use

This section applies to users who access Merrill’s public website.

By viewing Merrill Corporation's Web site, you agree to the following terms and conditions:

NOTHING CONTAINED ON THIS WEB SITE CREATES ANY CONTRACT OR RIGHT OF ACTION AGAINST MERRILL. IT IS OFFERED SOLELY AS A SERVICE TO CURRENT AND POTENTIAL CUSTOMERS OF MERRILL CORPORATION AND MERRILL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INFORMATION CONTAINED HEREIN.

© 2013 Merrill Corporation, ALL RIGHTS RESERVED. No part of this Web site may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, digital transmission, imaging or any other information storage and retrieval system, without the written permission of Merrill Corporation. No copyright is claimed for public domain materials, but copyright is asserted in the editorial content applied thereto. No portion of this Web site may be downloaded for other than personal, short-term use without the advance written permission of Merrill Corporation. Contact:

General Counsel
Merrill Corporation
One Merrill Circle
St. Paul, MN 55108
651-646-4501

Merrill Corporation's Web site is designed to provide accurate and current information with regard to the subject matter covered. The Web site must be read and used with the understanding that neither Merrill Corporation nor any of its subsidiaries, affiliates, successors or assigns are engaged in rendering legal, accounting, financial, or other professional advice. If expert assistance is required, the personalized service of a competent professional should be sought. Persons using the Merrill Web site when dealing with specific legal or financial matters should research original sources of authority. Merrill Corporation is not responsible for any actions or inactions of other Web site publishers linked to Merrill's Web site, including but not limited to violations of copyright, trademark, trade dress, privacy, government secrets, or any other personal or proprietary rights of any individual or organization.

Please be aware that certain Internet access providers “cache” Web sites: that is, store the images for later viewing by their customers without refreshing the information on a daily basis. Therefore, you may be looking at an obsolete version of this or any other site.

Links to Third-Party Sites

Merrill's Web site contains links to other Web sites. Merrill is not responsible for the contents of any linked site. Merrill does not endorse any links; they are provided only for your convenience.

DataSite, DatasiteOne Terms of Use

This section applies to users of the DataSite and DataSiteOne Services. If you only use our public website, this section does not apply to you.

You have been authorized by our client (the “Company”) to upload, access, view, share, email, post publish, transmit or otherwise make available certain of their documents (the “Documents”) contained on this website (the “Service,” “Website” or “Site”) for a project (the “Project”). Access to and use of this Website and the Documents, information, materials and services available through this Website are subject to applicable laws and regulations and these Terms of Use.

BY CLICKING ON THE “ACCEPT” BUTTON, YOU INDICATE ACCEPTANCE OF THESE TERMS OF USE AND THE LIMITATION OF LIABILITY SET OUT HEREIN. SUCH ACCEPTANCE IS ON YOUR OWN BEHALF AND ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR THAT, YOU REPRESENT IN CONNECTION WITH THE PROJECT (“CORPORATE LICENSEE”). IN THESE TERM OF USE, “YOU” INCLUDES BOTH YOU INDIVIDUALLY AND ANY CORPORATE LICENSEE. IF, AFTER HAVING CAREFULLY READ THESE TERMS OF USE, YOU DO NOT ACCEPT THESE TERMS OF USE, YOU SHOULD EXIT THIS WEBSITE IMMEDIATELY. BY CONTINUING TO USE THIS WEBSITE, YOU ARE BOUND BY THESE TERMS OF USE (AS VARIED FROM TIME TO TIME) FOR YOUR INITIAL USE AND ALL FUTURE USES OF THE SITE. YOUR ELECTRONIC ACCEPTANCE OF THESE TERMS OF USE HAS THE SAME EFFECT AS IF YOU PHYSICALLY SIGNED AN AGREEMENT WITH US.

Merrill Communications LLC or its affiliates (collectively "Merrill") may change the Terms of Use from time to time. The latest Terms of Use are posted on the Website. It is your responsibility to regularly review the Terms of Use on the Website to ensure that you have an understanding of the current Terms of Use under which you are permitted to access this Website.

General Terms and Conditions:

Merrill grants you a non-exclusive, non-sublicensable, terminable, revocable, non-transferable license (the “License”) to access the Website solely to upload, access share, email, post, publish, transmit or otherwise make available and view the Documents for the purposes of the Project and use Services made available to you through the Website. In consideration of the grant of the License, you represent and warrant that you will access and use the Service only for Project(s) you are authorized to access and in accordance with these Terms of Use. You will not attempt to access other projects that you are not authorized to access, nor other Merrill information that you are not authorized to access. The License and your log-on data (“Password” and “User ID”) are granted to you and may not be shared with anyone else. You will promptly notify Merrill if you become aware of another individual learning of or using your User ID or password.

Disclaimers:

THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE. SPECIFICALLY, MERRILL DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, DOCUMENTS, PRODUCTS OR SERVICES ON THIS SITE; (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (3) ANY WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE OPERATION OF THIS SITE OR ANY PART OF IT; (4) ANY WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THIS SITE OR ITS AVAILABILITY AT ANY PARTICULAR TIME OR LOCATION; AND (5) WARRANTIES RELATING TO WEBSITES TO WHICH THIS SITE IS LINKED.

NEITHER MERRILL NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING.

Ownership and Changes:

Except for the Documents (which are solely owned or licensed by the Company), Merrill is the sole owner and/or authorized user of (a) all trademarks or service marks appearing on this Website (other than those provided by our clients), (b) all photographs, images, audio, music, text, animations, and applets incorporated into this Website, (c) the “look and feel” of the Website, and (d) all software, analytics, reports contained on the Website or otherwise provided to you in connection with your or others use of the Service. Merrill is also the copyright owner or licensee of the content and/or information on this Website, including but not limited to any icons, designs and screens appearing on the Website. If you make use of this Website, except as otherwise provided in these Terms of Use, you may violate copyright and other laws of the United States or other countries, confidentiality agreements, as well as applicable state laws, and may be subject to penalties. Merrill reserves the right at any time to suspend or discontinue this Website (or any portion thereof) and change any information on this Website, including but not limited to revising and/or deleting features or other information without prior notice. Merrill will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Website.

Confidentiality:

“Confidential Information” means proprietary information owned by or otherwise within the possession of a party, including, but not limited to, patented and unpatented inventions, copyright, know-how, business and trade secrets, marketing plans, financial information, computer programs (including source code), data, listings, flowcharts, manuals, instructions, notes and other documentation, other secret or confidential information related to the business of the party.

All information obtained by you from the Website, including without limitation, these Terms of Use, all security protocol used by Merrill in providing the Service, the Merrill Software, all other software (including the software code, documentation, and design and layout of the pages contained in and on the Website) downloadable or otherwise used from the Website, and all features and functionality of the Website are Confidential Information of Merrill and are to be held in strictest confidence and not to be divulged to any other person. You agree to use the highest degree of care to safeguard Confidential Information contained on the Website and shall not at any time without the prior written consent of Merrill publish, disclose or otherwise disseminate, duplicate or use, directly or indirectly, Confidential Information of Merrill to or for your own benefit or that of any of your employees or subcontractors or any other third party. This section does not apply to the Documents contained on the Website, as such Documents belong to the Company; however, your ability to disclose and/or use such Documents is governed by any confidentiality agreements that you or the Corporate Licensee have entered into with the Company.

Security:

We will use commercially reasonable security precautions on the Website to promote the secure transmission of the Company’s Documents from the Website to you. We may act on any instructions from the Company to prohibit access to any user, and that by doing so, we are not liable to you or others for denying you any access to the Website. The Company maintains a current list of all persons authorized to access and operate the Website and will notify us of changes to such list. In no event will we be liable to you or the Company for your authorized or unauthorized access to the Website as a result of failure by you to keep your User ID and Password confidential or otherwise.

Availability:

We will use commercially reasonable efforts to make the Website available for your access seven (7) days a week, twenty-four (24) hours a day, except for specific scheduled weekly downtime periods during which we will shut down the service for the purposes of system upgrades, maintenance, and backup procedures (“Scheduled Downtime”). The weekly Scheduled Downtime is 10:00 pm CST Saturday evening to 10:00 am CST on Sunday morning, plus other times as determined in our sole discretion as required for major software upgrades and network maintenance. There may be events that will make the system inaccessible for a limited amount of time due to unforeseen software, hardware, network, power and/or Internet outages (“Unscheduled Downtime”). Scheduled and Unscheduled Downtime may occur during the term of the Project and that we will not be liable for any indirect, incidental, special or consequential damages, including, without limitation, loss of profits, loss of data, loss of purchase price or diminution in the value of the transaction, arising as a result of Scheduled and/or Unscheduled Downtime.

Documents:

The Company is the sole and exclusive owner or authorized licensee of any and all rights, title and interest (including without limitation all Intellectual Property Rights) in and to the Documents. The Company is solely responsible for providing all Documents to Merrill and, by doing so, grants Merrill a license only to the extent necessary for Merrill to provide the Service to you. The Documents on the Website have been provided by the Company, and Merrill has no responsibility for the accuracy of the Documents displayed on the Website. Except as otherwise permitted by the Company, you will have no rights to use, reproduce, display, modify or transfer the Documents or any derivative thereof. You agree to accept full liability for your use and misuse of the Documents, and Merrill shall not be liable for such use and misuse.

Communications:

You shall not and shall not permit any third party to directly or indirectly use the Website to communicate, by way of electronic communication or otherwise, any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. You agree to accept full liability for your use and misuse of the Website’s as herein described, and Merrill shall not be liable for such use or misuse.

Non-Merrill Applications

The Website may contain features designed to interoperate with web-based, mobile, offline or other software applications that is provided by you or a third party and interoperates with the Website (“Non-Merrill Applications”).  Merrill does not warrant or support Non-Merrill Applications. If you choose to use a Non-Merrill Application with the Website, you grant Merrill permission to allow the Non-Merrill Application and its provider to access Website as required for the interoperation of that Non-Merrill Application with the Website. Merrill is not liable  for any damages resulting from any disclosure, modification or deletion of data resulting from access by such Non-Merrill Application or its provider.

Support:

We will provide customer support via a telephone help desk, which operates 24 hours/day, 7 days/week, to address and repair problems and to answer questions regarding the use of the Website.

User Conduct:

Various laws exist throughout the world that regulate, among other items, stock exchanges and over-the-counter markets, consumer privacy rights, consumer protection from solicitation, advertising, SPAM, exporting of data, and in general, electronic transmissions, including but not limited to protection from fraudulent, libelous, defamatory, obscene, pornographic, threatening, hateful, or otherwise objectionable information of any kind. You are solely responsible for ensuring that your use of the Service is not in violation of any national or international law. Your use of certain features of the Service may be audited by regulatory agencies, your employer, the Company, and Company’s advisors. Certain data from the Services may be retained in accordance with applicable retention rules by Merrill, the Company, Company’s advisors or your employer for regulatory requirements.

While using the Service, you may not knowingly post or transmit any information or software that contains a virus or other component harmful to Merrill’s data systems, and you agree to use up-to-date, industry standard virus detection tools to ensure that you do not transmit any such component. You may not circumvent or attempt to circumvent any security protocol on the Website, including but not limited to performing any penetration testing without Merrill’s consent.

You may not (a) post, publish, transmit or exploit any information, software or other material that is obtained through the Service for commercial purposes, unless expressly permitted by the provider of such material; (b) post, publish or transmit any information, software or other material obtained through the Service that is protected by copyright or other proprietary right without the permission of the copyright owner; nor (c) de-compile (save as and to the extent that such right may not be excluded under applicable law), reverse engineer, disassemble, sublicense or create derivative works from the Website or Merrill Software.

Termination:

Merrill may in its sole discretion deny you access to the Website, to the Merrill Software, to any Documents, or to access third-party services, or information on the Internet through the Website, In addition, your access to the Website will immediately terminate upon the earlier of (i) the Company’s request, (ii) completion of the Project, (iii) termination of our agreement with the Company, or (iv) Merrill’s decision, should Merrill believe that you have violated any of these Terms of Use or if your name is found on the Specially Designated Nationals list. Upon termination of your access to the Website for whatever reason, the License will automatically terminate and you agree to: (i) immediately cease all access to and use of the Website through any means and (ii) promptly destroy all items pertaining to the Service, including without limitation, all copies of screens, all Documents, all “cache” files, all Confidential Information of Merrill, all on-line help information, all documentation relating to the Service and your User ID and Password.

Privacy:

By agreeing to these Terms of Use, you acknowledge you have read and understood the terms of our Privacy Notice HTTPS://WWW.MERRILLCORP.COM/EN/PRIVACY-NOTICE. With the exception of Personal Data (as defined in our Privacy Notice), any communication or material you post or transmit to Merrill over the Internet is, and will be treated as, non-confidential and non-proprietary (excluding communications on the Website related to the Project). Upon the transmission of any Personal Data to us, you expressly grant permission to us to disseminate and/or use such information for any lawful purpose as detailed in our Privacy Notice.

We reserve the right to (a) monitor your communications with us whether by mail, voice, fax, e-mail or any other form of transmission for the purposes of quality control, security and other business needs, (b) monitor your activity on Website and provide reporting to the Company, Company’s advisors, your employer or regulatory authorities related to your activity, (c) gather, analyze, use and disclose statistical data regarding your use of the Website and Services for the sole purpose developing modifying improving the Website and Services provided no Company, User, Document or Project shall be identified in connection with such statistics, and (d) contact you for any purpose, including without limitation, upgrades to the Merrill Software, changes in the Service, marketing information, and user surveys.

Miscellaneous:

The Website is controlled by Merrill from its offices within the United States or the European Union, depending on the Project owner’s designation. Servers hosting data on the Website are located either in the United States for American based Projects and Germany for non-United States based projects. Access to, or use of, this Website or information, materials, products and/or services on this Website may be prohibited by law in certain countries or jurisdictions. You are responsible for compliance with any applicable laws of the country from which you are accessing this Website.

If you are located in North or South America, these Terms of Use and the relationship between you and Merrill shall be governed by and construed in accordance with the law of the State of Minnesota, United States, and each party irrevocably agrees to submit to the exclusive jurisdiction of the courts located in St. Paul or Minneapolis, Minnesota over any claim or matter arising under or in connection with these Terms of Use or the legal relationships established by these Terms of Use.

If you are located outside North or South America, these Terms of Use and the relationship between you and Merrill shall be governed by and construed in accordance with the law of England and Wales, and each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these Terms of Use or the legal relationships established by these Terms of Use.

Merrill may monitor the Service electronically from time to time and disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect itself or its subscribers. Merrill reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, inappropriate or in violation of these Terms of Use.

These Terms of Use represent the entire agreement between you and Merrill regarding the use of the Website.

Contacting Merrill:

If you have any questions regarding these Terms of Use or any other matter, you may contact us by writing to Merrill Communications LLC, One Merrill Circle, St. Paul, MN 55108, or by e-mailing us at legal@merrillcorp.com.

Copyright 2019 Merrill Communications LLC

Merrill Communications LLC may license software under the Apache License, Version 2.0 and the MIT License (the "Licenses"); you may not use this file except in compliance with the Licenses. You may obtain a copy of the Apache License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Licenses for the specific language governing permissions and limitations under the Licenses. 

General Terms and Conditions:

Merrill grants you a non-exclusive, non-sublicensable, terminable, revocable, non-transferable license (the “License”) to access the Website solely to upload, access share, email, post, publish, transmit or otherwise make available and view the Documents for the purposes of the Project and use Services made available to you through the Website. In consideration of the grant of the License, you represent and warrant that you will access and use the Service only for Project(s) you are authorized to access and in accordance with these Terms of Use. You will not attempt to access other projects that you are not authorized to access, nor other Merrill information that you are not authorized to access. The License and your log-on data (“Password” and “User ID”) are granted to you and may not be shared with anyone else. You will promptly notify Merrill if you become aware of another individual learning of or using your User ID or password.