All use of the Mercury Service, APIs, content, documentation, code, and related materials made available to you on or through Mercury ("Mercury") is subject to and must comply with these Terms of Service.
You may use Mercury in connection with the products or services you provide (your "Service") to search, display, analyze, retrieve, view, and submit information. You may use the Mercury name or logos and other brand elements that Mercury makes available in order to identify the source of Mercury Content ("Mercury Branding") subject to these Terms.
Mercury is the sole property of Postlight Labs LLC (“Postlight Labs”), a Delaware partnership.
Your use of Mercury are subject to certain limitations on access and calls. If Postlight Labs reasonably believes that you have attempted to exceed or circumvent the rate limits, your ability to use Mercury may be temporarily or permanently blocked. Postlight Labs may monitor your use of Mercury to improve the Mercury service and to ensure your compliance with these Terms.
Unless otherwise expressly permitted by Postlight, you will not attempt or encourage others to:
sell, rent, lease, sublicense, redistribute, or syndicate Mercury to any third party for such party to develop additional products or services without prior written approval from Postlight Labs;
remove or alter any proprietary notices or marks on Mercury;
use or access Mercury for purposes of monitoring the availability, performance, or functionality of any of Mercury's products and services or for any other benchmarking or competitive purposes; or
use Mercury Branding as part of the name of your company or Service, or in any product, service, or logos created by you. You may not use the Mercury or Postlight Labs names in a manner that creates a sense of endorsement, sponsorship, or false association with Mercury or Postlight Labs. All use of Mercury Branding, and all goodwill arising out of such use, will inure to Postlight Labs' benefit.
extract content, either individually or en masse, for the purpose of republishing, emailing or transmitting such content on the Web including but not limited to the purpose of misappropriating such content or in any way displaying such content as your own, unless you are the copyright holder of such content.
Extract content for the purpose of publicly republishing it on the web, unless you are the copyright holder of such content.
take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Mercury's (or its third party providers') infrastructure;
interfere or attempt to interfere with the proper working of Mercury or any activities conducted on Mercury;
bypass any measures Postlight Labs may use to prevent or restrict access to Mercury (or other accounts, computer systems or networks connected to Mercury);
run Maillist, Listserv, any form of auto-responder or "spam" on the Service;
use manual or automated software, devices, or other processes to "crawl" or "spider" any page of Mercury;
attempt to decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of Mercury, except to the limited extent applicable laws specifically prohibit such restriction;
modify, translate, or otherwise create derivative works of any part of Mercury;
copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
make requests for content conversion en masse or as part of a batch or or automated process and not originating from a particular individual user's request for the purpose of displaying a reading view.
You may terminate any license in these Terms of Service at any time by ceasing your access to Mercury, and deleting all copies of Mercury as described below. Postlight Labs may immediately suspend your access to Mercury (or if necessary, terminate this agreement with you) at any time, and without notice to you if you breach any term or condition in this agreement or otherwise engage in activities that Postlight Labs reasonably determines are likely to cause liability to Postlight Labs or may cause damage to content owners and publishers. Postlight Labs may also terminate any licenses hereunder for any reason within thirty (30) days notice (including by email to the address associated with your account) to you. Postlight Labs will not be liable for any costs, expenses, or damages as a result of its termination of this agreement. Upon termination of this agreement, you will promptly cease accessing and using Mercury and will delete all Mercury Content and any information derived therefrom and all copies and portions thereof, in all forms and types of media from your Service.
You may be given access to certain non-public information, software, and specifications relating to Mercury ("Confidential Information"), which is confidential and proprietary to Postlight Labs. You may use this Confidential Information only as necessary in exercising your rights granted in these Terms. You may not disclose any of this Confidential Information to any third party without Postlight Labs' prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
You expressly acknowledge that Postlight Labs, article content owners and end users retain all worldwide right, title and interest in any content produced outputted by Mercury, including all intellectual property rights therein. You also acknowledge that as between you and Postlight Labs, Postlight Labs owns all right, title and interest in and to Mercury and Mercury Branding (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld. You agree that you will not challenge Postlight Labs' ownership of, the validity of any license to use, or otherwise copy or exploit the Mercury during or after the termination of this agreement except as specifically authorized herein. If you acquire any rights in the Mercury Branding or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Postlight Labs, immediately assign such rights to Postlight Labs.
As between you and Postlight Labs, you retain all worldwide right, title and interest in and to your Service, excluding Mercury, Mercury Branding, and the Mercury Service (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You may provide Postlight Labs with comments concerning Mercury or your evaluation and use thereof. You agree that Postlight Labs and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.
Postlight Labs may update or modify Mercury, Terms, and other terms and conditions, including the Display Guidelines, from time to time its sole discretion by posting the changes on http://mercury.postlight.com or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how your Service accesses or communicates with the Mercury APIs. You will have thirty (30) days from such notice to comply with any modifications. If any change is unacceptable to you, your only recourse is to terminate this agreement by ceasing all use of Mercury. Your continued access or use of Mercury following the 30 day period will constitute binding acceptance of the change.
Representations and Warranties. You represent and warrant that:
you have the necessary power and authority to enter into this agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising therefrom;
you will maintain throughout the term of this agreement all rights and licenses that are required with respect to your Service; and
your Service and its use, distribution, sale and license, including the use of any license hereunder, does and will continue to comply with all applicable foreign, federal, state, and local laws, rules, and regulations.
Disclaimer. MERCURY IS PROVIDED HEREUNDER “AS IS” AND ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. POSTLIGHT LABS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Postlight Labs DOES NOT WARRANT THAT MERCURY WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE MERCURY WILL BE ERROR-FREE UNINTERRUPTED, VIRUS-FREE, OR SECURE.
IN NO EVENT WILL POSTLIGHT LABS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF MERCURY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, COPYRIGHT, TRADEMARK, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, POSTLIGHT LAB’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
You will indemnify, defend, and hold Postlight Labs, its subsidiaries, affiliates, officers, and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of Mercury; (b) your use of Mercury other than as expressly allowed by this agreement; (c) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this agreement; or (d) your Service; or (e) any copyright or trademark infringement claims. You will assume control of the defense and settlement of any claim subject to indemnification by you. Postlight Labs may, however, at any time elect to take over control of the defense and settlement of any such claim. In any event, you will not settle any such claim without Postlight Labs' prior written consent.