Term of Use
1. Your Agreement with Mrk&Co
- 1.1 You acknowledge and agree that, by using our Services or by downloading or posting any content on or through our Services, you are indicating that you have read, understand and agree to be bound by these Terms.
- 1.2 The Services are offered and made available subject to age and/or other eligibility requirements. If you are not yet the required age to use certain features of the Services, or do not meet other eligibility requirements, or, if for any reason, you do not agree with the terms and conditions contained herein, please discontinue using the Services immediately. By using or attempting to use the Services, you certify that you are at least the required age to use certain features of the Services, meet any other eligibility requirements and agree to these Terms.
- 1.3 These Terms will remain in full force and effect as long as you are a user of the Services and in the event of termination of your use of the Services, you will still be bound by your obligations under these Terms, including any indemnification, warranties and limitations of liability.
- 1.4 Mrk&Co in its sole discretion may limit any Dine User’s use or right to the Services in whole or in part, for any reason or no reason.
2. No Unlawful or Prohibited Use
By using our Services, you represent and warrant to Mrk&Co that you will not use our Services, or any of the content obtained from our Services, for any purpose that is unlawful or prohibited by these Terms.
3. Eligibility and Registration
- 3.1 In order to use our Services, and to transmit or post any Submission, you must register to create an account (“Dine Account”) and become a member.
- 3.2 By registering for our Service, you become an Dine User and you represent and warrant that you are at least 18 years of age and single and/or separated from your spouse. By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into and abide by these Terms. By using the Service, you represent and warrant that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity.
- 3.3 To set up your Dine Account, you agree to provide accurate, current and complete information during the registration process, and to update such information as needed. Mrk&Co reserves the right to suspend or terminate your Dine Account if any information provided proves to be inaccurate, not current or incomplete.
- 3.4 You are responsible for safeguarding your password and will not disclose your password to any third party or allow any third party to use your Dine Account. You agree to take sole responsibility for any activities or actions under your Dine Account, whether or not you have authorized such activities or actions. You will immediately notify Mrk&Co of any unauthorized use of your Dine Account, and comply with any instructions from Mrk&Co.
- 3.5 You are responsible and will pay all fees and applicable taxes incurred by you or anyone using a Dine Account registered to you.
- 3.6 YOU AGREE THAT YOU HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY Dine ACCOUNT, AND YOU FURTHER AGREE THAT ALL RIGHTS IN AND TO ALL Dine ACCOUNTS ARE AND ALWAYS WILL BE OWNED BY AND INURE TO THE BENEFIT OF Mrk&Co.
- 3.7 Any equipment and/or means of communication necessary to use the Services shall be obtained and/or installed at the expense and sole responsibility of Dine Users.
5. Consent to Use of Data
The following types of content are made available on, through or outside our Services including use of advertisement:
- 6.1 “User Content” means all text, data, graphics, ideas, opinions, images, creative works, photos, video or audiovisual content, hypertext links and any other content, attributable to or created by a Dine User.
- 6.2 “Mrk&Co Content” means text, data, graphics, images, illustrations, forms, documents, look and feel attributes, Mrk&Co’s or our licensors’ trademarks and logos, the Services, and other content made available by Mrk&Co on or through our Services, excluding User Content.
- 7.1 Our Services and Mrk&Co Content are protected by the laws of the United States, Japan, Canada and other applicable foreign countries. All Mrk&Co Content is the property of Mrk&Co or its subsidiaries or affiliates, or their respective successors and assigns, licensors or other respective owners and sponsors. Unless the context clearly requires otherwise or we explicitly say so in writing, the term “Services” includes Mrk&Co Content as well. The Services are to be used solely for your noncommercial, nonexclusive, nonassignable, nontransferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices included with the Services. You agree not to, and shall not allow others to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any Mrk&Co Content to any third party without our express prior written consent. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify any Mrk&Co Content. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable law.
- 7.2 Except as expressly provided in these Terms, Mrk&Co and our licensors exclusively own all right, title and interest in and to the Services and Mrk&Co Content, including all associated intellectual property rights, including any patents, copyrights, trademarks, service marks, trade names, database rights, domain name rights, applications for any of the foregoing, moral rights and trade secret rights (collectively, “Intellectual Property Rights”).
8. Mrk&Co Content License
Subject to your compliance with these Terms, Mrk&Co hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Mrk&Co Content solely for the purposes of using the Services. You will not use or otherwise exploit the Services or Mrk&Co Content, except only as expressly permitted by these Terms.
9. No Infringing Use
You will not use our Services in a manner that infringes copyrighted works or otherwise infringes, violates, or promotes the infringement or violation of the Intellectual Property Rights of any third party.
10. User Content and Other Submissions
- 10.1 To the extent that the Services provide Dine Users an opportunity to upload, submit, post, share, exchange, transmit or otherwise make available User Content on or through the Services (each a “Submission”), the following provisions will apply.
- 10.2 Submissions do not necessarily reflect the views of Mrk&Co. In no event shall Mrk&Co assume or have any responsibility or liability for any Submission or for any claims, damages or losses resulting from the use, content and/or appearance of any Submission. You acknowledge and agree that other Dine Users may copy, edit and delete Submissions submitted by you through the Services.
- 10.3 By making available any Submission on or through our Services, you hereby grant to Mrk&Co an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use including without limitation creating copies and derivative works and otherwise exploit such Submission, including advertising in whole or in part for any purpose in any manner, without any obligation to compensate you or anyone else. Your Submissions will not be returned by Mrk&Co.
- 10.4 You, and not Mrk&Co, are entirely responsible for the consequences of all of your Submissions. We do not monitor, endorse, edit or screen any Submissions, although we reserve the right to do so, nor shall we be liable for any Submission that is in violation of these Terms. If we determine, in our sole discretion, that any Submission does or may violate any of the Terms, we reserve the right, at any time and without limiting any and all other rights we may have hereunder, at law or in equity, to: (a) refuse to allow you to post; (b) remove and delete Submissions; (c) revoke your right to use the Services; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of these Terms, including, without limitation, blocking specific IP addresses or deactivating your registration with the Services.
- 10.5 If a Submission originates from you or your Dine Account, you hereby agree that: (a) you are placing the Submission in the public domain without reservation of any rights or further control over the Submission or its use and you specifically authorize Mrk&Co to use such Submission in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together or as part of other information, content and/or material of any kind or nature; (b) you represent and warrant that (i) the Submission is original to you or fully cleared for use as contemplated herein, (ii) the Submission does and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the Submission does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other proprietary right, or contain any matter the publication or sale of which will violate any applicable law, (iv) the Submission is not obscene or in any other manner unlawful, (v) the Submission shall not be injurious to the health of the user, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Submission; (c) we have the right to delete, reformat and/or change your Submission in any manner that we may determine; (d) you will not be entitled to any compensation because of the use or exploitation by us or any third party of any Submissions or any ideas or concepts contained therein; and (e) any posting or display of a Submission is not any admission of novelty, priority or originality.
- 10.6 If your Submission incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that (i) you have the right to grant to us the right to use the Submission as described above and (ii) the Submission was produced in compliance with all applicable laws and regulations.
- 10.7 You agree to defend, indemnify and hold Mrk&Co, its subsidiaries, affiliates and/or related entities and parties harmless from and against any breach or alleged breach of any of your representations, warranties or undertakings hereunder.
- 10.8 Submissions are for noncommercial purposes only and you may not post any Submission in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.
11. Interactions Between Users and Other Users/Non-Users
You are solely responsible for your interactions (including any disputes) with other Dine Users. You must exercise caution, discretion, common sense and judgment in using our Services and disclosing personal information to other Dine Users. Your use of our Services, Mrk&Co Content, User Content and any other content made available through our Services is at your sole risk and discretion, and Mrk&Co hereby disclaims any and all liability to you or any third party relating thereto.
- 12.1 You agree not to do any of the following while using our Services:
- (a) Infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy;
- (b) Violate, or encourage any conduct that would violate, any applicable law or regulation;
- (c) Submit, transmit or engage in anything that is fraudulent, false, misleading or deceptive;
- (d) Submit or transmit anything that is libelous, defamatory, obscene, pornographic, vulgar or offensive;
- (e) Promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- (f) Submit or transmit anything that is violent or threatening or promotes violence or actions that are threatening to any other person;
- (g) Promote illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances);
- (h) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- (i) Use our Services or Mrk&Co Content for the benefit of any third party or in any manner not permitted by these Terms;
- (j) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide our Services or Mrk&Co Content;
- (k) Collect, retain, disclose, or otherwise use any Personally Identifiable Information of Dine Users illegally, improperly or otherwise without their express permission;
- (l) Impersonate or misrepresent your affiliation with any person or entity;
- (m) Solicit Dine Users login credentials from another Dine Users or otherwise use the Services by automated means, including but not limited to bots, robots or spiders;
- (n) Create an Dine Account for anyone other than yourself;
- (o) Use your Dine Account for personal financial gain or commercial purposes;
- (p) Use cheats, exploits, hacks, bots, mods or third party software designed to modify or interfere with the Service;
- (q) Abuse or exploit a bug, glitch or mechanism in the Services;
- (r) Take any action that (i) affects us adversely or reflects negatively on us, the Services, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, (ii) discourages any person from using the Services, or (iii) is deemed inappropriate by Mrk&Co;
- (s) Cause any modification, disruption, impairment, alteration or interference with the use, features, functions, operation or maintenance of the Services or the rights or use and enjoyment of the Services by any other person;
- (t) Cause the unauthorized resale, lease or distribution of the Services; or
- (u) Offer profits or any other assistance to any antisocial group.
- (v) Information soliciting actual contact with opposite sex and communication focusing on sex.
- (w) Information responding to a request for actual contact with opposite sex and communication focusing on sex.
- (x) Information that mediates information of a prurient nature related to actual contact with opposite sex and communication focusing on sex.
- 12.2 Mrk&Co will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law, including, without limitation, the right to access any password-protected portions of your Dine Account, and you agree to cooperate fully with Mrk&Co in such matters. Mrk&Co may involve and cooperate with law enforcement authorities in prosecuting Dine Users who violate these Terms.
- 12.3 You acknowledge and agree that Mrk&Co has no obligation to monitor or record your access to or use of our Services. You are solely responsible for maintaining back-up copies of all User Content.
13. Links and Third-Party Materials and Advertisements
Our Services may contain links to third-party websites or resources. You acknowledge and agree that Mrk&Co is not responsible or liable for such websites or resources or the content, products, or services on or available therein. Links to such websites or resources do not imply any endorsement by Mrk&Co of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
From time to time, users may communicate with, receive communications from, be redirected to, interact with, or participate in or use the services or obtain goods and services of or from, third parties such as our advertisers, sponsors, or promotional partners (collectively, the “Advertisers”) as a result of your use of the Services. All such communication, interaction and participation, including any contractual arrangements, is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in connection with these activities or transactions.
15. Contests, Sweepstakes and Other Promotions
We may conduct promotions on or through the Services, including without limitation, contests, sweepstakes and other promotions. Each promotion may have additional terms and/or rules which will be posted or otherwise made available to you. By participating in a given contest, sweepstakes or promotion, you affirmatively consent to any applicable additional terms and rules.
16. Termination of Dine Accounts and Services
- 16.1 Without limiting other remedies, Mrk&Co may at any time suspend or terminate your Dine Account and refuse to provide access to and use of our Services if Mrk&Co suspects or determines, in its sole discretion, that you have or may have: (a) failed to comply with any of these Terms; (b) engaged in actions that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Dine Users, Mrk&Co or any other third parties or our Services; or (c) engaged in action that is deemed inappropriate by Mrk&Co. Mrk&Co may suspend or terminate any account that has been inactive for one (1) year from the time of last activity without prior notification. You may terminate your Dine Account at any time and for any reason in a manner dictated in the Help section in the Services.
- 16.2 Upon termination of your Dine Account for any reason, you acknowledge and agree that you will lose (a) all right, access to and use of such account, (b) any Submission and other materials related to such account, and (c) any Virtual Items connected with such account. Terminated Dine Accounts cannot be reinstated.
- 16.3 After termination, you understand and acknowledge that we will have no further obligation to provide our Services and all licenses and other rights granted to you by these Terms will immediately cease. Mrk&Co will not be liable to you or any third party for termination of our Services or termination of your use of our Services. Mrk&Co will have no obligation to maintain any information stored in our database related to your Dine Account or to forward any information to you or any third party. Any suspension, termination or cancellation will not affect your obligations to Mrk&Co under these Terms (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
- 17.1 OUR SERVICES, Mrk&Co CONTENT, AND USER CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Mrk&Co EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
- 17.2 Mrk&Co MAKES NO WARRANTY THAT OUR SERVICES, Mrk&Co CONTENT OR USER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR-FREE BASIS. Mrk&Co MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH OUR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH OUR SERVICES.
- 17.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Mrk&Co OR THROUGH OUR SERVICES, Mrk&Co CONTENT OR USER CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
You agree to defend, indemnify, and hold Mrk&Co, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your User Content or Submissions, your use of our Services or Mrk&Co Content, or your violation of these Terms. Mrk&Co reserves the right to assume the exclusive defense and control of any claim or matter subject to indemnification by you (including any settlement or compromise), and you agree to fully cooperate with Mrk&Co in asserting any available defenses.
19. Limitation of Liability
- 19.1 YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACCEPT, AND Mrk&Co FULLY DISCLAIMS, ALL LIABILITY AND RISK ARISING OUT OF YOUR ACCESS TO AND USE OF OUR SERVICES, Mrk&Co CONTENT, AND USER CONTENT. NEITHER Mrk&Co NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING OUR SERVICES OR Mrk&Co CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OUR SERVICES OR CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Mrk&Co HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- 19.2 IN NO EVENT WILL Mrk&Co’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OUR SERVICES, OR ANY Mrk&Co CONTENT OR USER CONTENT CONTAINED THEREIN OR PROVIDED THEREBY, EXCEED ONE HUNDRED U.S. DOLLARS ($100).
- 19.3 THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Mrk&Co AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
20. Controlling Law and Jurisdiction
- 20.1 These Terms and any action related thereto will be governed by the laws of Japan without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be in the Tokyo District Court, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
- 20.2 Notwithstanding the foregoing, by choosing to access and use the Services from any location other than Japan, you accept full responsibility for compliance with all local laws.
21. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Mrk&Co and you regarding our Services and Mrk&Co Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Mrk&Co and you regarding our Services.
Any notices or other communications permitted or required hereunder will be in writing and given (a) to you by Mrk&Co either via email (in each case to the email address that you provide) or by posting on or through our Services or on our website, and (b) to Mrk&Co by you by email as set forth below in “Contacting Us”.
- 23.2 Mrk&Co reserves the right, at its sole discretion, to modify, discontinue or terminate our Services, including any portion thereof, on a global or individual basis, or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post these Terms as modified or otherwise provide you with notice of the modification. By continuing to use our Services after such modification and/or notice, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your sole and exclusive remedy is to cease using our Services.
24. Contacting Us
If you have any questions, inquiries, requests or complaints concerning these Terms, please contact us by email at firstname.lastname@example.org