Terms of Service

1. Acceptance of These Terms

These Terms of Service ("Terms") form a binding legal agreement between you ("you," "your," a "User") and Mercoly ("Mercoly," "we," "us," "our"), governing your access to and use of the website at https://mercoly.com and all related services, tools, applications, content, and features (collectively, the "Platform"). By accessing, browsing, registering for, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Platform.

If you use the Platform on behalf of a business or other entity, you represent that you are authorized to bind that entity, and "you" refers to that entity.

2. Eligibility

The Platform is intended only for users who are at least 18 years of age (or the age of majority in their jurisdiction, if higher) and who can form a legally binding contract. The Platform is not directed to children, and we do not knowingly collect information from anyone under 13, consistent with the Children's Online Privacy Protection Act (COPPA). By using the Platform, you represent that you meet these eligibility requirements and that your use complies with all applicable laws.

3. What Mercoly Is — A Neutral Venue Only

Mercoly operates a nationwide online business directory, multi-vendor marketplace, and lead-generation platform that connects customers and buyers ("Buyers") with independent third-party businesses and sellers ("Sellers") who list, offer, and sell their own products and services.

Mercoly is a neutral platform, venue, and intermediary only. Mercoly is not a party to any transaction, communication, agreement, or dispute between a Buyer and a Seller. Mercoly is not the seller, manufacturer, importer, distributor, or provider of any product or service listed on the Platform; does not take title to, possession of, or own any goods; and does not manufacture, ship, deliver, or perform any product or service. We provide the venue and software tools that enable Sellers to reach Buyers; we do nothing more. As an interactive computer service and neutral conduit, Mercoly relies on the protections afforded by Section 230 of the Communications Decency Act (47 U.S.C. § 230) and other applicable intermediary-liability frameworks.

4. Accounts and Registration

Certain features require an account. You agree to provide accurate, current, and complete information and to keep it updated. You are solely responsible for safeguarding your credentials and for all activity under your account. Notify us immediately at support@mercoly.com of any unauthorized use. We may refuse, suspend, or terminate any account at our sole discretion as described in Section 14.

5. User Conduct

You agree not to use the Platform to:

• Violate any law, regulation, third-party right, or these Terms;
• Post, list, or transmit content that is false, fraudulent, misleading, infringing, defamatory, obscene, harassing, or unlawful;
• List or sell counterfeit, stolen, recalled, prohibited, age-restricted, or illegally restricted goods or services;
• Circumvent the Platform to evade fees, manipulate listings, reviews, or rankings, or to transact in bad faith;
• Upload malware, scrape data without authorization, overload or interfere with the Platform, or attempt to gain unauthorized access;
• Impersonate any person or entity or misrepresent any affiliation;
• Send unsolicited communications in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), or other applicable laws.

6. Mercoly Is Not a Party to Transactions

This Section is fundamental to your use of the Platform. All transactions, orders, communications, negotiations, payments, fulfillment, delivery, support, warranties, returns, refunds, cancellations, and disputes are solely and exclusively between the Buyer and the Seller.

Sellers are solely responsible for their listings, products, services, descriptions, pricing, inventory, fulfillment, shipping, customer service, and for their own policies (including returns, refunds, shipping, warranties, privacy, and any age, legal, or licensing restrictions). Sellers are solely responsible for collecting and remitting all applicable taxes and for obtaining and maintaining all licenses, permits, registrations, and full legal compliance applicable to their business.

Mercoly does not guarantee, endorse, vet, screen, or warrant any Seller, listing, product, service, review, or content; the accuracy of any information; the quality, safety, or legality of anything offered; or the ability of any party to complete a transaction. Any rating, badge, or placement is not an endorsement. You deal with Sellers and Buyers at your own risk, and you are responsible for your own due diligence. Where the Platform facilitates payment, it does so only as a technical convenience and does not make Mercoly a party to the underlying sale.

7. Listings and Content License

"User Content" means any listing, text, image, review, message, data, or other material you submit. You retain ownership of your User Content. By submitting it, you grant Mercoly a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify (for formatting and display), publish, distribute, and display your User Content in connection with operating, promoting, and improving the Platform. You represent that you own or have all rights necessary to grant this license and that your User Content does not violate any law or third-party right. You are solely responsible for your User Content, and Mercoly assumes no responsibility for it.

8. Auto-Created and Unclaimed Listings; Claiming

To build a comprehensive directory, Mercoly may automatically create unclaimed business listings using public, open, and third-party business data sources. Such listings are provided for informational purposes and may contain inaccuracies. A business may, at any time and free of charge, claim, correct, update, or request removal of its listing by contacting support@mercoly.com with reasonable verification. Claiming a listing constitutes acceptance of these Terms. Mercoly does not represent that any auto-created listing reflects an endorsement by, or relationship with, the listed business.

9. Reviews and Ratings

The Platform may permit Buyers and others to post reviews and ratings. Reviews reflect the views of their authors, not Mercoly, and we do not adopt or endorse them. You agree that any review you post is truthful, based on genuine experience, and not incentivized in violation of law. Mercoly may, but is not obligated to, moderate, screen, or remove reviews or other content at its sole discretion.

10. Fees and Paid Placements

Browsing the directory is generally free for Buyers. Sellers may be charged fees for listings, subscriptions, transactions, lead generation, or optional paid placements or promotional features, as disclosed at the point of sale. All Seller pricing of products and services is set solely by the Seller. Fees are non-refundable except as required by law or as expressly stated. We may change our fees prospectively upon notice. Paid placement, where offered, does not constitute an endorsement or a guarantee of any outcome.

11. Intellectual Property

The Platform, including its software, design, text, graphics, logos, and the "Mercoly" name and marks, is owned by Mercoly or its licensors and is protected by intellectual-property laws. Except for the limited, revocable, non-exclusive, non-transferable license to use the Platform for its intended purpose, no rights are granted to you. You may not copy, modify, reverse engineer, or create derivative works from the Platform.

Copyright / DMCA. Mercoly respects intellectual-property rights and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe content on the Platform infringes your copyright, send a notice with the required elements to our designated agent at support@mercoly.com. We may remove allegedly infringing content and terminate repeat infringers.

12. Third-Party Links and Sites

The Platform may contain links to, or integrations with, third-party websites, services, and payment processors. Mercoly does not control and is not responsible for third-party content, products, services, or practices. Your use of any third party is governed by its own terms, and you access it at your own risk.

13. Disclaimers — "AS IS"

THE PLATFORM AND ALL CONTENT, LISTINGS, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. To the fullest extent permitted by law, Mercoly disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising under the Uniform Commercial Code or course of dealing. Mercoly does not warrant that the Platform will be uninterrupted, secure, error-free, or free of harmful components, or that any listing, Seller, product, service, review, or information is accurate, complete, reliable, lawful, or safe. Any warranty regarding a product or service is provided, if at all, solely by the Seller. You assume all risk arising from your use of the Platform and any transaction.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MERCOLY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, arising out of or relating to the Platform or these Terms, whether based in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages.

Without limiting the foregoing, Mercoly is not liable for the acts, omissions, conduct, products, services, listings, or content of any Buyer, Seller, or other third party, including any failure to deliver, defective or unsafe goods, misrepresentation, fraud, non-payment, or breach. In all cases, Mercoly's total aggregate liability for any claim will not exceed the greater of (a) the total fees you paid to Mercoly in the three (3) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100). Some jurisdictions do not allow certain limitations, so portions of this Section may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless Mercoly and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) your use of the Platform; (b) your User Content or listings; (c) your products, services, or transactions; (d) your violation of these Terms or any law or third-party right; or (e) any dispute between you and another User. Mercoly may assume the exclusive defense of any matter subject to indemnification, and you agree to cooperate.

16. Release of Buyer–Seller Disputes

Because Mercoly is only a venue, you release Mercoly and its affiliates from any and all claims, demands, damages, and disputes of every kind arising out of or connected with any transaction, interaction, or dispute between you and any Buyer, Seller, or other User. If you are a California resident, you waive California Civil Code § 1542 and any similar law, which would otherwise preserve claims not known or suspected to exist at the time of release.

17. Termination and Removal at Sole Discretion

Mercoly may modify, suspend, restrict, or remove any listing, content, feature, or account, and may terminate or limit your access to the Platform, at its sole discretion, with or without notice and with or without cause. Upon termination, your right to use the Platform ceases immediately. Sections that by their nature should survive — including ownership, disclaimers, limitation of liability, indemnification, release, and dispute resolution — will survive termination.

18. Dispute Resolution; Governing Law; Arbitration

These Terms are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws rules. Subject to the arbitration provision below, you and Mercoly consent to the exclusive jurisdiction and venue of the state and federal courts located in Florida.

Binding Arbitration and Class-Action Waiver (Optional Clause). To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that cannot be resolved informally will be resolved by final and binding individual arbitration administered under the rules of a recognized arbitration provider, seated in Florida, rather than in court, except that either party may bring a qualifying claim in small-claims court. You and Mercoly waive any right to a jury trial and to participate in a class, collective, or representative action. Arbitration will be conducted on an individual basis only. You may opt out of this arbitration provision by emailing support@mercoly.com within 30 days of first accepting these Terms.

19. No Agency or Partnership

No agency, partnership, joint venture, employment, or fiduciary relationship is created between you and Mercoly by these Terms or your use of the Platform. Neither party may bind the other.

20. International Users and Privacy

The Platform is operated in the United States. If you access it from outside the U.S., you do so at your own initiative and are responsible for compliance with local law. Our handling of personal information is governed by our Privacy Policy and applicable laws, including the CCPA/CPRA and other U.S. state privacy laws, and the GDPR for users in the EU/EEA.

21. Changes to These Terms

We may update these Terms from time to time. The "Last updated" date reflects the most recent revision. Material changes will be communicated by reasonable means. Your continued use of the Platform after changes take effect constitutes acceptance of the revised Terms.

22. Miscellaneous

These Terms constitute the entire agreement between you and Mercoly regarding the Platform and supersede prior agreements. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them freely.

23. Contact

Questions, legal notices, DMCA notices, privacy requests, and listing-removal requests may be sent to support@mercoly.com.