Terms and Conditions

1. Acceptance of Terms

Welcome to Mercap ("we," "our," "us," or "Company"). These Terms and Conditions ("Terms," "Agreement," or "Terms of Service") constitute a legally binding agreement between you ("User," "you," or "your") and Mercap governing your use of our comprehensive sales management and e-signature platform (the "Service," "Platform," or "Software").

BY ACCESSING, BROWSING, OR USING THE SERVICE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. If you do not agree to these Terms, you must immediately discontinue your use of the Service and may not access or use any part of the Service.

These Terms apply to all visitors, users, customers, subscribers, and others who access or use the Service ("Users"). Your use of the Service is also subject to our Privacy Policy, which is incorporated herein by reference.

Capacity to Contract: By using the Service, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into this Agreement. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Service

Mercap provides a comprehensive Software-as-a-Service (SaaS) platform that includes the following integrated modules and features:

2.1 Core Platform Features

• Lead Management System: Customer relationship management tools, lead tracking, and pipeline management
• Proposal Generation: Automated proposal creation, contract templates, and document management
• E-Signature Platform: Digital signature capabilities compliant with ESIGN Act and UETA
• Form Builder: Custom form creation, submission management, and data collection tools
• Analytics Dashboard: Business intelligence, reporting features, and performance metrics
• Organization Management: Multi-tenant architecture, user role management, and access controls
• Billing Integration: Subscription management, payment processing via Stripe, and invoicing
• Email Services: Automated communications via Resend integration
• Authentication Services: Secure user management via AWS Cognito

2.2 Service Availability

The Service is provided on a subscription basis and may be accessed through web browsers, mobile devices, and API integrations. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with or without notice.

2.3 Third-Party Integrations

The Service integrates with third-party services including AWS Cognito (authentication), Stripe (payments), and Resend (email delivery). Your use of these third-party services is subject to their respective terms of service and privacy policies.

3. User Accounts and Registration

3.1 Account Creation

To access certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use

3.2 Account Security

You are responsible for safeguarding the password and for all activities that occur under your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.

3.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason at our sole discretion.

4. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent
• To impersonate or attempt to impersonate Mercap, a Mercap employee, another user, or any other person or entity
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service
• To upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, or otherwise objectionable
• To attempt to gain unauthorized access to any portion of the Service or any other systems or networks
• To interfere with or disrupt the Service or servers or networks connected to the Service

5. Subscription and Billing

5.1 Subscription Plans

Mercap offers subscription plans with the following pricing structure:

• Base Platform: $99 per month for the core platform including all essential features
• Additional Users: $25 per month for each additional user beyond the base plan
• All-Inclusive Platform: The base platform includes all core features - individual module purchases are not available

5.2 Payment Terms

Subscription fees are billed monthly in advance. Payment is due upon subscription activation and will be automatically charged to your designated payment method. All fees are non-refundable unless otherwise specified.

5.3 Price Changes

We reserve the right to change our pricing at any time. We will provide at least 30 days' notice before any price changes take effect. Continued use of the Service after price changes constitutes acceptance of the new pricing.

5.4 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period. No refunds will be provided for partial months.

6. Intellectual Property Rights

6.1 Service Content

The Service and its original content, features, and functionality are and will remain the exclusive property of Mercap and its licensors. The Service is protected by copyright, trademark, and other laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

6.2 User Content

You retain ownership of any content you upload, post, or transmit through the Service ("User Content"). By using the Service, you grant us a non-exclusive, worldwide, royalty-free license to use, modify, and distribute your User Content solely for the purpose of providing the Service.

6.3 Feedback

Any feedback, comments, or suggestions you provide regarding the Service may be used by us without any obligation to compensate you.

7. Privacy and Data Protection

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your information when you use the Service. By using the Service, you agree to the collection and use of information in accordance with our Privacy Policy.

We implement appropriate security measures to protect your data, including encryption, secure authentication, and regular security assessments. However, no method of transmission over the internet or electronic storage is 100% secure.

8. Service Availability and Modifications

8.1 Service Availability

We strive to maintain high service availability but cannot guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or technical issues.

8.2 Service Modifications

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

9. Disclaimers and Limitations of Liability

9.1 Comprehensive Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. MERCAP AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND LICENSORS (COLLECTIVELY, "MERCAP PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES OF TITLE, QUIET ENJOYMENT, AND ACCURACY
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION ON THE SERVICE

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MERCAP PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA
• LOSS OF USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
• COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
• BUSINESS INTERRUPTION, SYSTEM FAILURE, OR MALFUNCTION
• SECURITY BREACHES, DATA BREACHES, OR UNAUTHORIZED ACCESS
• DAMAGES RESULTING FROM THIRD-PARTY SERVICES OR INTEGRATIONS
• DAMAGES ARISING FROM YOUR RELIANCE ON THE SERVICE
• DAMAGES RESULTING FROM E-SIGNATURE DISPUTES OR LEGAL CHALLENGES

9.3 Maximum Liability Cap

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE MERCAP PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID TO MERCAP FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR
• ONE HUNDRED DOLLARS ($100.00)

9.4 Essential Purpose

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF MERCAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MERCAP.

9.5 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Comprehensive Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE MERCAP PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LAWSUITS, PROCEEDINGS, INVESTIGATIONS, DAMAGES, LIABILITIES, LOSSES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS), PENALTIES, FINES, AND JUDGMENTS ARISING OUT OF OR RELATING TO:

• Your use of the Service or any part thereof
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• Any User Content you submit, post, transmit, or make available through the Service
• Your violation of any e-signature laws or regulations
• Your failure to comply with data protection or privacy laws
• Your unauthorized use of third-party services integrated with the Service
• Any breach of security or unauthorized access to your account
• Your use of the Service for illegal, fraudulent, or unauthorized purposes
• Any disputes between you and your customers or business partners
• Your failure to maintain proper backups of your data
• Any claims arising from your business operations or commercial activities

10.1 Defense Obligations

You agree to provide us with prompt written notice of any claim for which you are obligated to indemnify us. You agree to cooperate fully with us in the defense of any such claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

10.2 Survival

Your indemnification obligations shall survive the termination of these Terms and your use of the Service.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms shall be interpreted and governed by the laws of the jurisdiction in which Mercap is incorporated, without regard to its conflict of law provisions.

11.2 Dispute Resolution

Any disputes arising out of or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English and the arbitrator's decision shall be final and binding.

12. Compliance and Legal Requirements

YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR USE OF THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS, REGULATIONS, AND INDUSTRY STANDARDS IN YOUR JURISDICTION. This includes but is not limited to:

• Data Protection Laws: GDPR, CCPA, PIPEDA, and other privacy regulations
• E-Signature Laws: ESIGN Act, UETA, and international e-signature regulations
• Industry Regulations: Healthcare (HIPAA), Financial (SOX, PCI-DSS), Legal (Attorney-Client Privilege)
• Export Control Laws: ITAR, EAR, and international trade regulations
• Anti-Corruption Laws: FCPA, UK Bribery Act, and similar legislation
• Tax Laws: Sales tax, VAT, and other tax obligations
• Labor Laws: Employment regulations and worker protection laws
• Consumer Protection Laws: Truth in advertising, consumer rights, and fair trade practices

12.1 E-Signature Compliance

While our Service provides e-signature capabilities, you are responsible for ensuring that your use of e-signatures complies with applicable laws in your jurisdiction. We make no representations or warranties regarding the legal validity or enforceability of electronic signatures created through our Service.

12.2 Data Residency and Transfer

You acknowledge that data may be processed and stored in various jurisdictions. You are responsible for ensuring compliance with data residency requirements and cross-border data transfer restrictions applicable to your business.

13. Force Majeure and Service Interruptions

MERCAP SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE UNDER THESE TERMS DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, including but not limited to:

• Acts of God, natural disasters, or extreme weather events
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Internet outages, cyber attacks, or infrastructure failures
• Third-party service provider failures or outages
• Power outages, telecommunications failures, or utility disruptions
• Labor disputes, strikes, or work stoppages
• Regulatory changes or government restrictions

In the event of such circumstances, we will use commercially reasonable efforts to minimize the impact and restore normal operations as soon as possible.

14. Data Backup and Recovery

YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING BACKUPS OF YOUR DATA. While we implement reasonable data protection measures, we do not guarantee against data loss and are not responsible for any loss of your data, including but not limited to:

• User Content, documents, or files uploaded to the Service
• E-signature documents or signature data
• Customer information, leads, or business data
• Configuration settings or customizations
• Analytics data or usage statistics

We recommend that you maintain regular backups of all important data and implement your own data retention and recovery procedures.

15. Changes to Terms

WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO MODIFY, AMEND, OR REPLACE THESE TERMS AT ANY TIME. We will provide notice of material changes by:

• Posting the updated Terms on our website
• Sending email notification to your registered email address
• Displaying a notice within the Service interface

YOUR CONTINUED USE OF THE SERVICE AFTER ANY SUCH CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE NEW TERMS. If you do not agree to the modified Terms, you must immediately discontinue your use of the Service and may terminate your account.

16. Severability and Entire Agreement

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the intent of the original provision.

These Terms, together with our Privacy Policy and any other legal notices published by us on the Service, constitute the entire agreement between you and Mercap regarding the use of the Service. These Terms supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and Mercap.

17. Waiver and Remedies

No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by Mercap to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use of the Service and that Mercap shall be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

Contact Information

If you have any questions about these Terms and Conditions, please contact us:

Final Acknowledgment

You represent and warrant that you have the legal capacity to enter into this Agreement and that you will comply with all applicable laws and regulations in your use of the Service. You acknowledge that these Terms may be updated from time to time and that your continued use of the Service constitutes acceptance of any such updates.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE YOUR ACCOUNT.