Terms and Conditions

1. Agreement and Order of Precedence

By accessing or using the Services, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent (Customer). Mercury Forensics LLC, doing business as Mercury Forensics, is referred to as Mercury, we, us, or our. You represent that you have authority to bind Customer. A signed order form, statement of work, master services agreement, or government contract may modify these Terms. In a conflict, the signed document controls, followed by the DPA, these Terms, and incorporated policies.

2. The Services

Mercury provides software and related services for online storefront discovery, regulatory and license research, evidence preservation, compliance auditing, payment-signal analysis, monitoring, reporting, and related enforcement-intelligence workflows. Mercury may improve or modify the Services, provided it does not materially reduce contracted core functionality during a paid subscription term.

3. Accounts and Authorized Users

Customer is responsible for its users, permissions, credentials, and all activity under its accounts. Users must provide accurate information, keep credentials confidential, use multi-factor authentication when made available or required, and promptly report suspected compromise. Accounts may not be shared outside the authorized organization or transferred without Mercury's written approval.

4. Authorized Use and Restrictions

Customer may use the Services only for lawful professional purposes within its authority. Customer will not:

• Use the Services for unlawful surveillance, harassment, discrimination, retaliation, or personal targeting.
• Make a final enforcement or other consequential decision solely from an automated score or AI-generated output.
• Submit data Customer lacks authority or a lawful basis to process.
• Probe, disrupt, overload, bypass, or compromise Service security or access controls.
• Reverse engineer, copy, resell, sublicense, or create a competing service from protected portions of the Services.
• Remove proprietary notices or use Mercury output in a misleading, fabricated, or materially altered manner.
• Use the Services to violate website access restrictions, court orders, sanctions, export controls, or applicable law.

5. Customer Data and Instructions

Customer retains its rights in information it submits to the Services (Customer Data). Customer grants Mercury a limited right to host, copy, process, transmit, and display Customer Data as necessary to provide, secure, support, and improve the Services and comply with law. Customer instructs Mercury to process Customer Data as configured by authorized users and described in the agreement and DPA.

6. Public Sources, Evidence, and Reports

The Services may collect and analyze publicly accessible websites, commercial listings, regulatory records, and other third-party sources. Public content can change, disappear, or be inaccurate. Mercury preserves available source context, but does not control third-party content and does not warrant that every source, classification, citation, or finding is complete or error-free. Customer must validate material findings and preserve any additional evidence required by its policies, evidentiary rules, or applicable law.

7. No Legal Advice or Final Determination

Mercury provides technology and information, not legal advice. Reports, scores, regulatory mappings, payment indicators, license matches, and AI-assisted outputs are investigative aids. They do not establish a violation, legal conclusion, merchant identity, processor relationship, or basis for official action without appropriate human review and independent verification by qualified personnel.

8. Fees, Taxes, and Payment

Fees, usage limits, subscription term, and payment schedule are stated in the applicable order form. Unless otherwise stated, fees are non-cancelable and non-refundable, and exclude taxes. Customer is responsible for applicable sales, use, and similar taxes other than taxes on Mercury's net income. Overdue undisputed amounts may result in interest, collection costs, or suspension after reasonable notice.

9. Confidentiality

Each party will protect the other's nonpublic information using at least reasonable care and use it only to perform or receive the Services. Confidential information does not include information lawfully known without restriction, independently developed, rightfully received from another source, or publicly available without breach. A receiving party may disclose information when legally required after giving notice where permitted.

10. Security and Data Protection

Mercury will maintain reasonable safeguards designed to protect Customer Data. Customer is responsible for appropriate endpoint security, account administration, data minimization, exports, and its use of results. Processing of Customer Personal Data is governed by the Data Processing Agreement.

11. Intellectual Property

Mercury and its licensors retain all rights in the Services, software, methodologies, interfaces, templates, scoring structures, and documentation, excluding Customer Data and third-party source material. Subject to payment and these Terms, Mercury grants Customer a limited, nonexclusive, nontransferable right to use the Services and generated reports internally during the subscription term. Mercury may use voluntary feedback without restriction or obligation.

12. Suspension and Termination

Mercury may suspend access when reasonably necessary to address a security threat, unlawful use, material breach, nonpayment, or risk to the Services or third parties. Where practicable, Mercury will provide notice and limit the scope and duration of suspension. Either party may terminate for an uncured material breach after 30 days' written notice, or immediately if cure is not possible. On termination, access ends and data is handled under the agreement and DPA. Accrued payment, confidentiality, ownership, disclaimer, liability, and dispute terms survive.

13. Warranties and Disclaimers

Mercury warrants that it will provide paid Services in a professional manner and substantially in accordance with applicable documentation. Customer's exclusive remedy for breach is re-performance or, if Mercury cannot cure a material failure, termination and a prorated refund of prepaid fees for the affected unused period. Except for this limited warranty, the Services are provided "as is" and "as available." To the maximum extent permitted by law, Mercury disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and warranties arising from course of dealing or usage of trade.

14. Indemnification

Customer will defend and indemnify Mercury from third-party claims arising from Customer Data, Customer's unlawful or unauthorized use, or Customer's violation of these Terms. Mercury will defend Customer from a third-party claim that the unmodified paid Services infringe a U.S. patent, copyright, or trademark, and may modify, replace, or terminate affected Services if necessary. Obligations depend on prompt notice, control of the defense, and reasonable cooperation, and do not apply to claims caused by Customer Data, combinations not supplied by Mercury, unauthorized modifications, or continued use after notice of an available remedy.

15. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, goodwill, or data. Except for payment obligations, misuse of the other party's intellectual property, breach of confidentiality, indemnification obligations, or liability that cannot legally be limited, each party's aggregate liability arising from the Services will not exceed fees paid or payable for the Services giving rise to the claim during the 12 months before the event creating liability.

16. Government Customers

The Services are commercial computer software and commercial computer software documentation developed at private expense. Government use is subject to the applicable procurement agreement and only those rights customarily provided to commercial customers, to the extent permitted by law. Statutory obligations that cannot be waived by a government Customer control over conflicting provisions of these Terms.

17. Governing Law and Disputes

Unless a signed agreement states otherwise, these Terms are governed by the laws of the State of Colorado, without regard to conflict-of-law rules. The state and federal courts located in Denver, Colorado have exclusive jurisdiction, and each party consents to venue there. Before filing suit, the parties will attempt in good faith to resolve a dispute through executive-level discussions. Nothing prevents either party from seeking urgent injunctive relief or limits a government entity's non-waivable statutory rights.

18. General Terms

Neither party is liable for delays caused by events beyond its reasonable control. Customer may not assign the agreement without Mercury's consent, except in connection with a merger or sale of substantially all assets; Mercury may assign it in the same circumstances. The parties are independent contractors. If a provision is unenforceable, it will be narrowed and the remainder will continue. Failure to enforce is not a waiver. Notices must be in writing. These Terms and incorporated agreements form the entire agreement regarding their subject matter.

19. Contact

Contract or legal notices to Mercury may be sent to info@mercuryforensics.com. Written notices may also be mailed to Mercury Forensics LLC, 30 N Gould St, Ste R, Sheridan, WY 82801, USA. Mercury may update these Terms prospectively. Material changes will be communicated by reasonable means and will not retroactively reduce rights during a current paid term unless required by law or agreed in writing.