Terms of Use

1. Scope

Merriam Chipofya Company, a company established under the laws of the Republic of Zambia, together with its Affiliates (collectively, "MCC"), have created, own, and operate this website and related online offerings (each individually a "Website" and collectively the "Websites"). The Websites allow you ("You" or "Your") to find information, research and purchase MCC software and services, obtain support, share information, post comments, and engage in other activities related to MCC's products and services. The Websites may include information created and published by MCC ("MCC Materials") and content provided by third parties and users ("User Content"), collectively referred to as "Content".

Purchasing or licensing of MCC software may be made available through an online store on the Websites ("MCC Store"). Your access and use of the MCC Store is subject to these Terms of Use together with any click-through, license, or other agreements presented to you at the time of purchase. Where a third-party partner solution is offered, only the partner's terms apply to that product, and MCC is not a party to any agreement between you and the partner.

2. Acceptance of Terms

Your access and use of the Websites is subject to and governed by these Terms of Use ("TOU" or "Agreement"), including any additional disclaimers, legal notices, or terms that may apply to your use of a particular Website. This TOU forms a legally binding agreement between You and MCC. By clicking an "I Accept" button as part of a registration process, or otherwise demonstrating your consent through a process established by MCC, You accept and agree to be bound by this TOU. If You do not agree, You should not use the Websites.

MCC may modify this TOU to reflect changes in MCC's business, applicable law, or for other reasons deemed necessary by MCC. If the terms change, MCC will provide notice through the Websites or otherwise. Except where prohibited by law, updates apply once posted or notice is given, and do not apply retroactively. If You do not agree to the changes, You must discontinue your use of the affected Websites.

3. User Content and License to MCC

MCC does not claim ownership of User Content that You post, upload, input, or submit to any Website. By posting or submitting User Content, You grant MCC a perpetual, irrevocable (subject to mandatory data protection requirements), non-exclusive, worldwide, fully paid-up and royalty-free license to use such User Content without restrictions of any kind, including the right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute, display, perform, license, and provide the User Content to third parties, without payment, permission, or notification to You or any third party.

You represent and warrant to MCC that You have the right, title, and authority to grant this license. MCC may elect not to post User Content that You submit and may withdraw posted User Content at its sole discretion and without notice. You acknowledge and agree that the relationship between You and MCC is not confidential, fiduciary, or otherwise special. Nothing in this TOU prohibits or restricts MCC's right to create or obtain content similar to or competitive with the User Content You submit.

4. Permissible Use of the Websites and Content

The Websites and Content are provided for your non-commercial use. You may download, store, and display Content on your own devices exclusively for viewing, listening, playing, and printing, provided the Content remains unmodified (including any copyright notices) and is not copied or posted on any network or otherwise distributed.

Compliance with technical standards, including robots.txt, meta directives, and X-Robots-Tag headers, is required. Spoofing user agent strings or bypassing rate limits, authentication, or other controls is not permitted. You may not use the Websites in any manner that could damage, disable, overburden, or impair any MCC server or network, or interfere with any other party's use of the Websites. You may not attempt to gain unauthorized access to the Websites, other accounts, or connected systems.

You agree not to use a Website, directly or indirectly, to:

• Content you do not have the right to share.
• Content that is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable.
• Content that infringes the intellectual property rights of any party.
• Unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spam, chain letters, or any other form of solicitation.
• Malware, including viruses, Trojan horses, worms, corrupted files, or any other file or software designed to interrupt, destroy, damage, or limit the functionality of any computer system.

You further agree not to:

• Defaming, harassing, abusing, stalking, threatening, or otherwise violating the legal rights of others.
• Impersonating any person or entity, or falsely stating or misrepresenting your affiliation with a person or entity.
• Forging headers or otherwise manipulating identifiers to disguise the origin of any content transmitted through the Websites.
• Interfering with or disrupting the servers or networks that support the Websites, including denial of service attacks.
• Violating any applicable law or regulation of Zambia, your own jurisdiction, or any other applicable jurisdiction.
• Harvesting, collecting, or storing personal information or data of other users.
• Bulk downloading or making persistent copies of the Websites or Content, except by search engines for indexing purposes.
• Caching, storing, or redistributing the Websites or Content, or making them available to any third party, including any data broker or AI provider.
• Accessing the Websites using automated data gathering or extraction methods, such as bots, scrapers, spiders, crawlers, or any other text and data mining technology, including for artificial intelligence training, improvement, or evaluation, or for commercial data aggregation or competitive analysis.

Authorized search engines, as specified in our robots.txt file, are permitted to crawl the publicly accessible areas of the Websites exclusively for standard web indexing purposes, provided they comply with robots.txt directives and reasonable usage limits.

5. Termination of Use and Legal Actions

MCC may, in its sole discretion, at any time discontinue providing or limit access to the Websites or any Content. In the event of a material breach of this TOU, MCC may suspend or terminate your account, delete your Content, and refuse any current or future use of the Websites, without notice and without liability to You or any third party. Violations of this TOU may cause irreparable harm. In addition to suspension or termination, MCC may seek injunctive relief, damages, attorney's fees, and an order requiring deletion of all copies of the Websites or MCC Materials illegally obtained by You.

6. MCC Contact

MCC is not obligated to evaluate or provide comments to You regarding User Content that You submit. At MCC's sole discretion, MCC may contact You with critiques, updates, feedback, status, or questions regarding your submission. In no event will such contact obligate MCC to adopt your submission or provide additional communication regarding it.

7. Confidential Information

Except for areas of the Websites explicitly designated as non-public forums, the Websites are intended to be public forums. You agree not to provide MCC or other users with confidential or proprietary information that You do not intend to become public. Any User Content You submit to a Website will be deemed non-confidential and non-proprietary unless clearly labeled as confidential and uploaded to a designated non-public forum. By submitting such User Content, You waive any trade secret or other confidentiality rights with respect to it.

Where You do access Confidential Information, You agree to keep it strictly confidential, use it only as expressly authorized, and not disclose it to any party without MCC's prior written consent. Confidential Information includes all trade secrets, intellectual property, and proprietary business information that MCC or third parties protect against unauthorized disclosure. Your confidentiality obligations survive termination of your account or cessation of use of the Websites.

All User Content posted by You to a Website is posted at your own risk. MCC is not responsible for any unauthorized use, misuse, access, or disclosure of such User Content by other users.

8. Your Information, Privacy, and Data Protection

Some of the Websites may require You to become a registered user. By providing MCC with your personal data, You agree that MCC may collect, use, store, and otherwise process your personal data for the purpose of providing you access to the Websites and related communications, in compliance with the MCC Privacy Statement and applicable data protection law, including the Zambia Data Protection Act No. 3 of 2021 and other applicable regional laws such as South Africa's Protection of Personal Information Act.

You are responsible for providing MCC with complete, true, and current information and for keeping your personal data accurate and up to date. You may request information about, correction of, or deletion of your personal data by contacting us at legal@merriam.cloud. Please note that if You request deletion of your account or personal data, You might not be able to continue using the Websites.

You are solely responsible for the usage and security of your password and for any activities that occur under your account. You shall not use the account of anyone else. You agree to comply with the terms of the MCC Privacy Statement, which can be found by clicking the 'Privacy' link at the bottom of each page of the Websites.

9. Intellectual Property Rights

All intellectual property rights in and to any MCC Software, the Websites, MCC Materials, and User Content belong exclusively to MCC or the original submitting individual or entity. Nothing in this TOU grants You any rights to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any MCC Software, Websites, or MCC Materials, except as expressly permitted by this TOU or applicable law. If You create any unauthorized modifications or derivative works of MCC Software, the Websites, or MCC Materials, such modifications or derivative works shall automatically be assigned to MCC, and MCC hereby accepts such assignment. For guidelines on the proper use of MCC trademarks, or to report copyright concerns, please contact us at legal@merriam.cloud.

10. Responsibility for Content and Links

To the fullest extent permitted by applicable law, your use of Content shall be at your own risk. Any Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing it. MCC does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any Content provided by third parties. MCC may remove any Content posted on a Website at its sole discretion.

The Websites may contain links to external websites. MCC shall not be responsible for the contents of any linked website, or any changes or updates to such websites, and shall not be responsible or liable for any damage or loss caused by your use of or reliance on any content, goods, or services available through such linked websites.

11. Use of MCC and Third-Party Software

Your access to and use of any software or related documentation provided on a Website is governed by the applicable software license agreement presented to You (the "License Agreement"). You may not download, install, or use any software unless and until You first agree to the terms of the applicable License Agreement. Unless expressly permitted by applicable law or the License Agreement, You are strictly prohibited from modifying, decompiling, reverse engineering, disassembling, or attempting to derive the source code of any software. Where software is provided without a License Agreement, You may use it solely for personal, informational, and non-commercial purposes, may not modify or alter it, and may not copy, distribute, sublicense, or otherwise redistribute it.

12. Use of Generative AI Functionalities

The Websites may include artificial intelligence functionality that generates content and recommendations, assists with searches, or offers other forms of intelligent assistance based on your inputs ("AI Functionality"). Any content generated by the AI Functionality shall be considered MCC Materials and subject to the same terms and conditions as other MCC Materials. By accessing and utilizing the AI Functionality, You acknowledge and agree to the following:

Acceptable use.

You will use the AI Functionality responsibly, safely, and in a legally compliant manner and will not use it to:

• Promote or facilitate illegal or unlawful activities.
• Facilitate fraudulent actions.
• Attempt unauthorized access to a system, property, or information.
• Generate content that contains or promotes violence, hate speech, harassment, or insults, or demeans a person.
• Generate sexually explicit content.
• Distribute malware or spam.
• Contravene regulatory safety policies.
• Track people without consent.
• Falsely impersonate an individual.
• Mine cryptocurrency.

Output.

The AI Functionality is designed to provide information, assistance, and other useful output. MCC does not guarantee the accuracy, completeness, or reliability of any output, and You are advised to independently verify any output before relying on it. Similar or identical output may be generated for other users based on similar inputs.

Limitations and disclaimers.

MCC reserves the right to limit or suspend access to the AI Functionality at its sole discretion, does not commit to the use of specific AI models, and reserves the right to add, remove, or exchange AI models. The use of AI Functionality may result in incorrect, biased, or nonsensical output, and MCC is not liable for any such output.

You agree to comply with all applicable laws and regulations in connection with your use of the AI Functionality. Where the AI Functionality includes technologies licensed from third parties, You agree to comply with any additional terms provided by MCC or the third-party licensors.

13. Indemnity

You agree to indemnify and hold MCC, its Affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your User Content, your use of a Website, your breach of this TOU or the MCC Privacy Statement, your unauthorized use of any MCC-owned intellectual property, or your alleged violation of any rights of a third party.

14. Exclusion of Warranties

The Websites and Content are provided to You "AS IS". To the fullest extent allowable by law, MCC does not guarantee or warrant any features or qualities of any Website or Content, and no warranty or undertaking shall be implied by any published MCC description or advertisement. Warranties are validly given only with the express written confirmation of MCC's management.

15. Limitation of Liability

To the fullest extent permitted by law, MCC disclaims all liability for any User Content or third-party content posted on, linked from, or integrated into a Website, including any errors or omissions in such content, or any losses or damage incurred as a result of using or relying on such content or any other materials accessed through a Website and made available by a third party. Your use of third-party services accessed through a Website is solely at your own risk.

To the fullest extent allowable by applicable law, MCC and its Affiliates, subsidiaries, officers, employees, agents, partners, and licensors are not liable to any user for any direct, indirect, incidental, special, punitive, consequential, or exemplary damages, including damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, however caused, whether in contract, tort, or otherwise, arising out of or resulting from: (i) the use or the inability to use a Website or MCC Software; (ii) the cost of procurement of substitute goods and services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on a Website; or (v) any other matter relating to a Website. These limitations shall not apply in case of intent or gross negligence by MCC, or MCC's statutory liability for personal injury and defective products.

16. Applicable Law and Jurisdiction

This TOU shall be governed by and construed in accordance with the laws of the Republic of Zambia, without regard to conflict of laws principles. To the extent permitted by applicable law, the exclusive venue for all disputes arising under or in connection with this TOU shall be the competent courts of Lusaka, Zambia.

17. Survival

Your confidentiality obligations under this TOU shall survive indefinitely after termination of your account or cessation of use of the Websites. Upon any termination of your account, or MCC's written request, You must immediately cease all use of Confidential Information and return or permanently delete all Confidential Information in your possession or control.

18. Waiver and Severability

The failure of MCC to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU is found to be invalid or unenforceable, such provision shall be modified to make this TOU legal and enforceable under applicable laws, and the balance of the provisions shall remain in full force and effect.

19. Entire Agreement

This TOU represents the entire arrangement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, or arrangements (both oral and written) relating to its subject matter. No collateral agreements have been made.

20. Export Control and Access

The Websites may not be accessed or used by any national of, or by any person or entity residing in, any country or territory subject to United Nations or Zambian sanctions, nor by any person or entity listed on any applicable sanctioned-party list. You will not utilize Content provided on a Website for any restricted end-use, including the design, development, or production of nuclear, chemical, or biological weapons. You access the Websites at your own risk and remain fully responsible for compliance with these Terms of Use and with the laws of the Republic of Zambia and the jurisdiction from which You are accessing the Websites.