2. Ownership of Intellectual Property
The Site may include information regarding the Broker-Dealer, investment funds, publications, materials and videos proprietary to the Broker-Dealer, and data compilations, as well as other content.
The Broker-Dealer’s name and logo, and other marks displayed on or through the Site, are the proprietary service marks or trademarks of the Broker-Dealer or third parties. The service marks and trademarks of the Broker-Dealer may not be used in connection with any product or service without the Broker-Dealer’s express prior written consent. All other service marks and trademarks not owned by the Broker-Dealer that are displayed on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Broker-Dealer.
Subject to any licenses expressly granted by the Broker-Dealer to you, as between the Broker-Dealer and you, all rights, title and interest in and to the Site, including all content on and comprising the Site, including, but not limited to, works of authorship, documents, designs, text, graphics, photos, logos, button icons, images, software, programs, code, digital downloads, and data compilations; any improvements or modifications to such content; any derivative works based thereon; and the collection, arrangement, and assembly of all data and content on or accessed through the Site, and all copyrights and other intellectual property rights associated therewith, shall be and remain vested in the Broker-Dealer.
You acknowledge the Broker-Dealer’s exclusive ownership of and to the Site, and you shall not at any time, directly or indirectly, (i) make any claim of ownership to the Site or any portion thereof, (ii) apply to register any copyrights or other rights in any portion of the Site in any jurisdiction, or (iii) otherwise do or cause to be done any act contesting, challenging or in any way impairing any of the Broker-Dealer’s rights, title or interest in or to the Site, in whole or in part. You specifically acknowledge that your permitted use of the Site will not vest in you any rights, title or interest in the Site other than any licenses expressly granted to you by the Broker-Dealer.
Furthermore, in the event you provide to the Broker-Dealer any suggestions, comments or other feedback with respect to the Site, you hereby irrevocably assign to the Broker-Dealer any and all rights you may have with respect thereto and acknowledge that the Broker-Dealer may utilize such information in any manner or media as the Broker-Dealer may, in its sole discretion, determine.
3. License to the Site
Subject to the terms and conditions hereof, the Broker-Dealer hereby grants you a non-exclusive, worldwide, revocable, limited, non-transferable, non-sublicensable license to access and make use of, and to view, download, copy and print those portions of the Site to which you are permitted access by the Broker-Dealer, solely for your own personal, non-commercial use; provided that neither the Site nor any indicia, notices, content, disclaimers or other terms therein are altered, obscured, defaced or removed. Access to the password protected portions of the Site (the “Mercury iFunds Platform™”) is granted solely pursuant to the Registered User’s Agreement, to investment advisers which have entered into such Registered User’s Agreement and been admitted to such Mercury iFunds Platform™.
Any unauthorized use of the Site or any intellectual property or information accessed or available through the Site may violate intellectual property and other laws.
You agree not to upload or otherwise transmit to or via the Site any information, data or materials that (i) infringe or otherwise violates any copyright, patent, trademark, trade secret, or other intellectual property, privacy right or other proprietary right; (ii) are defamatory, libelous, expresses hate, or are unlawfully threatening; (iii) are pornographic, obscene, or exploitative of a minor; (iv) contain or embody a virus, worm, Trojan Horse, time bomb or other similar code or component designed to disable, damage or disrupt the operation of, permit unauthorized access to, erase, destroy or modify, any software, hardware, network or other technology; (v) impersonates any individual or misrepresents your connection to any other individual or entity; (vi) advocates illegal activity or discusses an intent to commit any illegal act; or (vii) otherwise violates any applicable treaty, law, or regulation. The Broker-Dealer reserves the right to remove any material alleged to be violating any of the above pending further investigation.
Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way the Site or any portion thereof or any information or content on the Site without the prior written consent of the Broker-Dealer. In addition, you agree not to link to any page of the Site other than the Site’s home page.
4. Term; Termination; Discontinuance of the Site
The Broker-Dealer reserves the right, in its sole discretion, to discontinue the Site at any time, with or without notice.
5. Unauthorized Use of the Site
6. Qualification for Use and Access to the Site
7. Third Party Sites
IN NO EVENT WILL THE BROKER-DEALER BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON ANY THIRD PARTY SITE, OR ANY LINK CONTAINED IN A THIRD PARTY SITE.
8. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AT YOUR OWN RISK AND THAT THE SITE IS PROVIDED BY THE BROKER-DEALER ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BROKER-DEALER MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE AVAILABILITY, OPERATION, AND USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
IN ADDITION, THE BROKER-DEALER DOES NOT REPRESENT OR WARRANT THAT THE SITE, OR ANY INFORMATION THEREON, IS ACCURATE, COMPLETE, OR CURRENT, AND THE BROKER-DEALER IS NOT RESPONSIBLE FOR ANY ERRORS, INACCURACIES, DEFECTS, UNTIMELINESS, SECURITY BREACHES OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE. THE BROKER-DEALER UNDERTAKES NO OBLIGATION TO UPDATE ANY INFORMATION OR OTHER SITE CONTENT. FURTHER, THE BROKER-DEALER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL BE AVAILABLE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, DEFECTS OR OTHER HARMFUL COMPONENTS.
9. Limitation of Liability
IN NO EVENT SHALL THE BROKER-DEALER OR ITS CURRENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, PRINCIPALS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE “BROKER-DEALER PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF, THE SITE, INCLUDING ANY CONTENT AVAILABLE THEREON (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR REVENUE, OR FOR BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, THE BROKER-DEALER PARTIES SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF, THE SITE OR ANY CONTENT AVAILABLE THEREON, YOU AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED $100. YOU AND THE BROKER-DEALER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE BROKER-DEALER. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE BROKER-DEALER WOULD NOT PROVIDE ACCESS TO THE SITE TO YOU.
CERTAIN LAWS MAY NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IN SUCH CASES, THE BROKER-DEALER’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10. Electronic Communications and Notices
When you visit this Site or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that we may send email to you for the purpose of advising you of changes or additions to this Site, about any of our products or services, or for such other purposes as we deem appropriate.
12. Governing Law
13. California Rights
Pursuant to California Civil Code Section 1789.3, California residents may also be entitled to the following specific consumer rights notice:
The name, address and telephone number of the provider of this Site are Mercury Capital Advisors, 225 Liberty Street, New York, NY, 10281, . Complaints regarding the Site or requests to receive further information regarding use of this Site may be sent e-mail to email@example.com.
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210.
14. Availability Only Where Permitted by Law
Any products, services and other content of the Site are offered only in jurisdictions where they may be legally provided, and are not intended for distribution to, or use in, and are not directed to any individual or entity in, any jurisdiction where (by reason of a person’s nationality or residence or otherwise) such provision would be prohibited or contrary to any applicable law or regulation, or would obligate Broker-Dealer to comply with any additional law, regulation, registration or similar requirement within such jurisdiction. Persons in respect of whom any such prohibitions apply may not access this Site.
15. International Use
Use of the Site is void where prohibited. None of the products or services or other content available via the Site may be downloaded or otherwise exported to anyone on the United Stated Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading from, or using any portion of the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree to reimburse and indemnify Broker-Dealer against any and all costs, liabilities, losses or expenses arising from, or relating to, any asserted violation by you of any of the laws and administrative regulations of the United States relating to the control of exports of commodities and/or technical data.
18. Notice and Procedure for Making Claims of Intellectual Property Infringement
The Broker-Dealer respects the intellectual property rights of others. If you believe that any content on this Site may infringe your copyrights or other intellectual property rights, please provide the Broker-Dealer, in writing, the information specified below.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;
- A description of the intellectual property right that you claim has been infringed;
- A description of the allegedly infringing material and a description of where the material you claim is infringing is located on the Site;
- Your name, address, telephone number, and e-mail address, so that we may contact you;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.
Please note that this procedure is exclusively for notifying the Broker-Dealer that your intellectual property rights have been infringed. The Broker-Dealer’s agent for notice of claims of copyright infringement or other intellectual property infringement on the Site can be reached as follows:
225 Liberty Street, New York, NY, 10286
Please also note that under Section 512(f) of the U.S. Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages.