RIA REGISTERED USER’S AGREEMENT

This Registered User’s Agreement (this “Agreement”) is between the person entering into this Agreement (“you”) and Mercury Capital Advisors, LLC (the “Broker-Dealer” or “we” or “us”), a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and a member of the Financial Industry Regulatory Authority, and is effective as of the date you enter into this Agreement.  The Broker-Dealer and you may each be referred to as a “Party” and may be collectively referred to as the “Parties.”

This Agreement allows access to the password protected portion of the www.mercurycapitaladvisors.com website (the “Site”), which is operated by us.  Such portion is called the Mercury iFunds Platform™ and includes all of its content made available from time to time.   Terms of Use and Privacy Policy posted on the Site are each hereby incorporated by reference.

CLICKING ON THE “I AGREE” CHECKBOX (i) CONSTITUTES YOUR AGREEMENT TO ALL TERMS HEREOF (INCLUDING THE TERMS OF USE AND PRIVACY POLICY), AS A “REGISTERED USER,” PROVIDED THAT THE BROKER-DEALER ADMITS YOU AS SUCH, AND (ii) HAS THE SAME BINDING LEGAL EFFECT AS IF YOU SIGNED A PAPER VERSION OF THIS AGREEMENT AND DELIVERED IT TO US.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ACT ON BEHALF OF AND LEGALLY BIND SUCH ENTITY. 

THE BROKER-DEALER MAY MAKE CHANGES TO THIS AGREEMENT, INCLUDING THE TERMS OF USE AND/OR PRIVACY POLICY, AT ANY TIME.  ANY MODIFICATIONS MADE WILL BE EFFECTIVE IMMEDIATELY UPON THE POSTING OF THE MODIFIED PORTION OF THIS AGREEMENT ON THE SITE.  BY CONTINUING TO USE THE MERCURY IFUNDS PLATFORM OR ANY OTHER ASPECT OF THE SITE FOLLOWING SUCH POSTING, YOU WILL BE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH CHANGES.  YOU AGREE TO REVIEW THE POSTED REGISTERED USER’S AGREEMENT EACH TIME YOU ACCESS OR USE THE MERCURY IFUNDS PLATFORMSO THAT YOU ARE AWARE OF ANY MODIFICATIONS MADE TO THIS AGREEMENT. 

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, INCLUDING THE TERMS OF USE AND THE PRIVACY POLICY, YOU MAY NOT USE THE MERCURY IFUNDS PLATFORM.

  1. Mercury iFunds Platform™.  The Mercury iFunds Platform™ contains information concerning, among other things, various private investment funds (each, a “Fund”) managed or advised by third parties (each, a “Fund Adviser”), segregated series of Mercury iFunds LLC (each, an “iFund™”) and separately managed accounts (each, an “SMA”) managed by third-party advisers (each, an “SMA Adviser” and together with the Fund Advisers, the “Advisers”).  Such information includes, without limitation and as applicable, offering memoranda, explanatory supplements, marketing materials, videos, subscription documents, and operating agreements (collectively, “Information Documents”).  The Broker-Dealer’s affiliate, Mercury Capital Access, LLC, is registered with the Commodity Futures Trading Commission as a commodity trading advisor and a commodity pool operator and is a member in good standing of the National Futures Association in those capacities, is in the process of registering as an investment adviser with the SEC under the Investment Advisers Act of 1940 (the “Act”) and acts as the manager to each iFund™ and may introduce prospective investors to SMA Advisers.  As a Registered User, you may in your sole discretion (a) (i) invest in the iFunds™ on behalf of, as authorized by, and as agent for your clients that meet the applicable suitability requirements of the iFunds™, or  (ii) recommend to such clients that they invest directly therein; (b)(i) invest in the Funds on behalf of, as authorized by, and as agent for your clients that meet the applicable suitability requirements of the Funds, or (ii) recommend to such clients that they invest directly therein; (c)(i)  open SMAs on behalf of, as authorized by, and as agent for your clients that meet the applicable suitability requirements of the SMAs, or (ii) recommend to such clients that that they invest directly therein (all of such clients referred to in (a) – (c), collectively, “Suitable Clients”).  Subject to the Broker-Dealer admitting you as a Registered User and your abiding by all terms of this Agreement, we hereby grant you a revocable, limited, non-transferable, non-sublicenseable, non-exclusive right and license to use the Mercury iFunds Platform™ solely for your personal use in accordance with this Agreement and all applicable laws, rules and regulations.
  2. Access Methods.  You acknowledge you are fully and solely responsible for all activities that occur through the use of any password, user ID or other access methods (collectively, “Access Methods”) you may be granted or for which you may register as a user of the Mercury iFunds Platform™, whether or not such use is authorized by you, and to maintain the confidentiality of your Access Methods.  You agree not to access or attempt to access the Mercury iFunds Platform™ without an authorized Access Method or through any means other than by utilizing your authorized Access Method on the appropriate web page or web tools.  Furthermore, you agree to notify the Broker-Dealer of any and all unauthorized uses of any account you may have with the Broker-Dealer and/or any thefts, losses or other breaches of security with respect to any of your Access Methods.
  3. Resources.  You are solely responsible for all software, hardware, networks and other technology necessary to access and utilize the Mercury iFunds Platform™ (collectively, “Resources”), and any and all losses, damages, costs and expenses associated therewith.  Under no circumstances shall any Broker-Dealer Party or Adviser Party (each, as defined below) have any responsibility to provide any Resources to you or otherwise be responsible for any such Resources.
  4. Additional Rules and Policies.  From time to time, the Broker-Dealer may display via the Mercury iFunds Platform™ additional rules, procedures, terms and/or conditions governing use of the Mercury iFunds Platform™.  You hereby agree to abide by all such additional rules, procedures, terms and conditions.
  5. Restrictions on Use of the Mercury iFunds Platform™.  You agree you shall not, directly or indirectly:  (a) use the Mercury iFunds Platform™ for any illegal purpose or otherwise violate any applicable laws or regulations in connection with use of the Mercury iFunds Platform™; (b) remove, obscure, alter or deface any notice of confidentiality, any trademark, any copyright notice or any other indicia of ownership that may be contained in or displayed via the Mercury iFunds Platform™; (c) interfere, in any way, with others’ use of or access to the Mercury iFunds Platform™; (d) attempt to circumvent, eliminate, override, disable or modify any security measures as the Broker-Dealer may provide with respect to the Mercury iFunds Platform™; (e) use the Mercury iFunds Platform™ for any purpose other than as set forth in Section 1; or (f) refer to any portion of the Mercury iFunds Platform™, or otherwise use the Mercury iFunds Platform™, in connection with the development of other product or service having the functionality, look and feel, or other features similar to the Mercury iFunds Platform™.
  6. Your Representations and Warranties.  You represent, warrant and confirm, as long as this Agreement is in effect, that (a) you are an investment adviser, registered with the SEC under the Act and an “accredited investor” as that term is defined under Regulation D promulgated under the Securities Act of 1933 (the “1933 Act”); (b) you possess the legal right and ability to enter into this Agreement; (c) in acting as a discretionary adviser you are solely responsible for identifying which of your clients are Suitable Clients such that you can invest on their behalf in any of the iFunds™ or SMAs, and you will only purchase interests in iFunds™ or SMAs on behalf of Suitable Clients; (d) you will only recommend to Suitable Clients that they may invest directly in the iFunds™ or SMAs; (e) you will act in a manner consistent with your fiduciary duties to clients; (f) the information you have given about yourself and/or your Suitable Client(s) is complete, true, current and accurate, and you shall immediately notify the Broker-Dealer of any changes thereto; (g) you understand that an investment in any of the iFunds™, the Funds or SMAs involves a high degree of risk; (h) you are and will remain knowledgeable about each of your Suitable Clients’ financial circumstances, investment goals and objectives, investment limitations and restrictions, and risk tolerance throughout the term of the investment in any of the iFunds™, Funds or SMAs; (i) each Suitable Client, with respect to which you have investment discretion, has granted you in writing, on his/her or its behalf, full discretionary authority to invest for the Suitable Client’s account; (j) you have complied and will continue to comply in all material respects with all laws, rules, and regulations having application to your business, properties, and assets; (k)  you will have read all of the applicable Information Documents prior to subscribing for an interest in an iFund™, a Fund or an SMA on behalf of a Suitable Client and you understand that an investment in such iFund™, Fund or SMA is subject to all of the terms and conditions and other information contained in the applicable Information Documents, including without limitation, limitation of liability and indemnification provisions; (l) except to the extent otherwise disclosed to us, there are no actions, suits, proceedings, inquiries or investigations pending or threatened against you or your principals, managers, members, officers, directors, employees, equity holders and other applicable representatives, at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, any self-regulatory organization, or any exchange that might be material to us or any of the iFunds™, Funds or SMAs; and (m) neither you nor any of your Suitable Clients is a “Covered Person” subject to a “disqualifying event” listed in Rule 506(d)(1) of Regulation D promulgated under the 1933 Act.  Each of your above representations, warranties and confirmations shall be deemed to be restated immediately prior to a subscription by, or on behalf of, any Suitable Client for any interest in any iFund™, Fund or SMA.
  7. Independent Plan Fiduciary. For purposes of and with reference to 29 C.F.R. § 2510-3-21 (the “Regulation”), you hereby represent, covenant, acknowledge and agree from April 10, 2017 forward, with respect to any Suitable Client, which is a plan, IRA, or IRA owner (each as defined in the Regulation), that invests  in any Fund, iFund™ or SMA as follows: (i) you are independent of Broker-Dealer and any of our affiliates; (ii) you are capable of evaluating investment risks independently, both in general and with regard to such Suitable Client’s making, holding or disposing of any investment in any Fund, iFund™ or SMA; (iii) you are a “fiduciary,” as defined under the Employee Retirement Income Security Act of 1974 (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”), or both, with respect to such Suitable Client’s investment in  any Fund, iFund™ or SMA and are solely responsible for exercising independent judgment in evaluating the making, holding or disposition of any such investment; (iv) we are not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with such Suitable Client’s investment in any Fund, iFund™ or SMA; and (v) we have informed you and you understand that, we have a financial interest in connection with such Suitable Client’s investment in any Fund, iFund™ or SMA in that we are acting as a sales or placement agent for, and therefore will be compensated by, such Fund, iFund™ or SMA under a separate sales or placement agreement for any investment made by such Suitable Client.
  8. Anti-Money Laundering Agreement. You hereby represent, covenant and agree that (a) you have implemented your own anti-money laundering program consistent with the requirements of 31 U.S.C. 5318(h) and will update such anti-money laundering program as necessary to implement changes in applicable laws and guidance; (b) you will conduct client identification and verification procedures sufficient to establish the identity of the client and the source of monies in a manner consistent with Section 326 of the PATRIOT Act; (c) you will promptly disclose to the Broker-Dealer potentially suspicious or unusual activity detected as part of the client identification and verification procedures being performed on the Broker-Dealer’s behalf in order to enable the Broker-Dealer to file a Suspicious Activity Report, as appropriate based on the Broker-Dealer’s judgment; (d) you have developed and implemented  written policies and controls  reasonably designed to detect and report money laundering and terrorist financing, including compliance with all relevant economic sanctions, such as those administered by the Office of Foreign Asset Control of the United States Department of the Treasury (“OFAC”) and/or included on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC; (e) you will certify annually to the Broker-Dealer that the representations in this Section 8 remain accurate and that you are in compliance with such representations; (f) you have a program in place to provide ongoing training for your employees regarding the above; (g) you have designated a person to be responsible for implementing  and monitoring such operations and internal controls; and (h) you will promptly provide your books and records relating to your performance of the client identification and verification procedures  to the SEC,  to any self-regulatory  organization  that has jurisdiction over the Broker-Dealer, or to authorized law enforcement  agencies, either directly or through the Broker-Dealer, at the request of (i) the Broker-Dealer, (ii) the SEC, (iii) any self-regulatory organization that has jurisdiction over the Broker-Dealer, or (iv) an authorized law enforcement  agency.
  9. Confidentiality. You acknowledge and agree that the Mercury iFunds Platform™ is confidential and proprietary to the Broker-Dealer, and that you shall keep all portions of the Mercury iFunds Platform™, including without limitation, information regarding the Funds, strictly confidential.  You shall not disclose, or use for any purpose other than as expressly permitted herein, any portion of the Mercury iFunds Platform™.  Notwithstanding anything contained herein to the contrary, in the event that access to or delivery of any portion of the Mercury iFunds Platform™ is requested of the recipient of such information by a regulatory, self-regulatory or supervisory authority having appropriate jurisdiction, or is otherwise required by applicable laws or regulations, the recipient shall give to the provider, to the extent practicable and if lawfully permitted to do so, prompt written notice of such request, but may comply with such request.  The Parties acknowledge and agree that the Broker-Dealer may be irreparably injured by a breach of this provision and that money damages may be an inadequate remedy for an actual or threatened breach of this provision because of the difficulty of ascertaining the amount of damage that may be suffered by the Broker-Dealer in the event that this provision is breached.  Accordingly, the Parties hereto agree to the seeking of specific performance of this provision and injunctive or other equitable relief as a remedy for any such breach, without proof of actual damages, and the Parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with any such remedy.  Such remedy shall not be deemed to be the exclusive remedy for a breach of this provision, but shall be in addition to all other remedies available at law or equity.
  10. Acknowledgement.  You acknowledge that the Broker-Dealer is expected to act as a sales or placement agent for each of the Funds under a separate sales or placement agreement and to be compensated therefor.
  11. Certain Risk Factors. There are substantial risks in investing in the Funds or iFunds™.  Persons interested in investing in the Funds or iFunds™ should carefully note the following:
    • The Funds and iFunds™ represent speculative investments and involve a high degree of risk. An investor could lose all or a substantial portion of his/her investment. Investors must have the financial ability, sophistication/experience and willingness to bear the risks of an investment in a Fund or an iFund™.
    • An investment in a Fund and/or an iFund™ should be discretionary capital set aside strictly for speculative purposes.
    • An investment in a Fund and/or an iFund™ is not suitable or desirable for all investors. Only qualified investors may invest in the Funds and iFunds™.
    • The Information Documents are not reviewed or approved by federal or state regulators.
    • The Funds and/or the iFunds™ may be leveraged (including highly leveraged) and a Fund’s or an iFund’s™ performance may be volatile.
    • An investment in a Fund and/or an iFund™ may be illiquid and there may be significant restrictions on transferring interests in such Fund or iFund™. There is no secondary market for an investor’s investment in the Funds and iFunds™ and none is expected to develop.
    • A Fund and/or an iFund™ may have little or no operating history or performance and may use hypothetical or pro forma performance which may not reflect actual trading done by the manager or advisor and should be reviewed carefully. Investors should not place undue reliance on hypothetical or pro forma performance.
    • The Funds and iFunds’™ managers or advisors have total trading authority over the Funds or iFunds™, as applicable.
    • A Fund and/or an iFund™ may use a single advisor or employ a single strategy, which could mean a lack of diversification and higher risk.
    • A Fund and/or an iFund™ and its managers or advisors may rely on the trading expertise and experience of third-party managers or advisors, the identity of which may not be disclosed to investors.
    • A Fund and/or an iFund™ may involve a complex tax structure, which should be reviewed carefully.
    • A Fund and/or an iFund™ may involve structures or strategies that may cause delays in important tax information being sent to investors.
    • A Fund and/or an iFund™ may provide no transparency regarding its underlying investments to investors.
    • A Fund and/or an iFund™ may execute a substantial portion of trades on foreign exchanges, which could mean higher risk.
    • A Fund’s and/or an iFund’s™ fees and expenses-which may be substantial regardless of any positive return- will offset such Fund’s and/or iFund’s™, trading profits.
    • The Funds and iFunds™ are not required to provide periodic pricing or valuation information to investors.
    • The Funds and the iFunds™ and their managers/advisors may be subject to various conflicts of interest.
    • An investment in a Fund and/or an iFund™  is subject to the terms and conditions in the Information Documents applicable to such Fund and/or iFund™, including without limitation, limitation of liability and indemnification provisions, and such Information Documents may not be accurate or current.

    The above summary is not a complete list of the risks and other important disclosures involved in investing in the Funds and/or iFunds™ and is subject to the more complete disclosures contained in a Fund’s and/or iFund’s™ offering documents, which must be reviewed carefully.

    Further, SMAs may be subject to the same, different or additional risks as those described above, and you should review carefully the disclosure document and other Information Documents related to any SMA and speak with the related SMA Adviser before opening such SMA.

  12. Limitations to Our Responsibilities.  We may cease to operate the Mercury iFunds Platform™, or cancel, suspend or limit your access to the Mercury iFunds Platform™, at any time and for any reason or none, and with or without notice.  We make no guarantees or assurances as to the availability of the Mercury iFunds Platform™; you accept that it may be partially or completely inaccessible at any time and for any length of time.  We may reject or withdraw from the Mercury iFunds Platform™ any or all of the content thereof, without any notice to you and for any reason or none.NEITHER ANY BROKER-DEALER PARTY NOR ADVISER PARTY IS RESPONSIBLE FOR THE MANNER IN WHICH THE MERCURY iFUNDS PLATFORM™ IS USED BY YOU. THE MERCURY iFUNDS PLATFORM™ IS PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITHOUT WARRANTY OF ANY KIND, AND YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE, INABILITY TO USE, RELIANCE UPON, PERFORMANCE AND OPERATION OF THE MERCURY iFUNDS PLATFORM™. THE BROKER-DEALER PARTNERS, THEIR LICENSORS (THE PARTIES FROM WHOM THE BROKER-DEALER PARTIES MAY LICENSE SOFTWARE, HARDWARE AND OTHER PRODUCTS AND SERVICES IN CONNECTION WITH THE MERCURY iFUNDS PLATFORM™) AND THE ADVISER PARTIES GIVE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, THE BROKER-DEALER PARTIES AND ADVISER PARTIES DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION GENERATED BY, STORED IN OR ACCESSIBLE VIA THE MERCURY iFUNDS PLATFORM™ WILL BE OR REMAIN ACCURATE, COMPLETE OR CURRENT, AND NONE OF THE BROKER-DEALER PARTIES OR ADVISER PARTIES ARE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE OR RELIANCE ON SUCH INFORMATION OR ANY OTHER ASPECT OF THE MERCURY iFUNDS PLATFORM™. FURTHER, THE BROKER-DEALER PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE MERCURY iFUNDS PLATFORM™ (OR USE THEREOF) WILL BE UNINTERRUPTED, SECURE, OR FREE OF MALICIOUS CODE OR ERRORS OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE MERCURY iFUNDS PLATFORM™ IS PROVIDED VIA THE INTERNET AND THAT THE QUALITY, AVAILABILITY AND SECURITY OF THE MERCURY iFUNDS PLATFORM™ MAY BE ADVERSELY AFFECTED FROM TIME TO TIME DUE TO TRANSIENT CONDITIONS ON THE INTERNET BEYOND THE REASONABLE CONTROL OF THE BROKER-DEALER OR ANY OTHER BROKER-DEALER PARTY. Any partial or complete removal of any content from the Mercury iFunds Platform™ by us, and any actions taken on our part to comply with or reduce our liability under or pursuant to the Digital Millennium Copyright Act or any other statute, regulation or self-regulatory rule pertaining to operators of Internet content and communication sites and/or operators of Internet financial information sites, shall be solely for our benefit and shall neither increase any of your rights nor decrease any of your obligations hereunder.
  13. Limitation of Liability and Remedies.  IN NO EVENT SHALL THE BROKER-DEALER OR ANY ADVISER OR ITS RESPECTIVE CURRENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, PRINCIPALS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES (RESPECTIVELY AND COLLECTIVELY, THE “BROKER-DEALER PARTIES” AND THE “ADVISER 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 MERCURY iFUNDS PLATFORM™ OR, IMPROPER USE OF, 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 OR ADVISER 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 MERCURY iFUNDS PLATFORM™ OR ANY CONTENT AVAILABLE THEREON, YOU AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED $100. YOU AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE BROKER-DEALER PARTIES AND ADVISER PARTIES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE BROKER-DEALER WOULD NOT PROVIDE ACCESS TO THE MERCURY iFUNDS PLATFORM™ 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 PARTIES’ AND ADVISER PARTIES’ LIABILITIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
  14. Indemnification. You agree to indemnify and hold the Broker-Dealer Parties, on a current basis as incurred, harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees, disbursements, and court costs, including any incurred in enforcement of this indemnity,  and whether related to an action or proceeding between the parties hereto or otherwise) arising from, incurred as a result of, in connection with, or in any manner related to (a) use of the Mercury iFunds Platform™ or any content contained, displayed, or available therein by you or any other person accessing the Mercury iFunds Platform™ via any Access Method we provide to you (whether or not such use is authorized by you); (b) your violation or breach of this Agreement; (c) Resources; (d) any materials, information or data submitted by you and/or via your Access Methods (as defined in the Terms of Use). to the Site and/or to the Broker-Dealer; and/or (e) your violation of any third party’s rights; provided that you will not have any obligation under this Section 14 to the extent any such damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses are caused by the Broker-Dealer Parties’ gross negligence or willful misconduct.
  15. Notice. You agree that, where the Broker-Dealer may be required to provide you with notice under this Agreement, acceptable and sufficient forms of notice include, but are not necessarily limited to, the following:
    1. e-mail to the most recent e-mail address you have provided to the Broker-Dealer, regardless of the current status of that e-mail address; or
    2. written communication delivered by first class U.S. mail to the most recent physical address you have provided to the Broker-Dealer, regardless of the current status of that  address; or
    3. posting of general notice on the Site; or
    4. such other method of communication as you specifically request in writing that the Broker-Dealer use.

    The Broker-Dealer shall have sole discretion to select which of the above methods of notice it shall use, and shall not be required to use more than one of these methods to provide notice. You accept sole responsibility for providing us with notice of changes to your physical address and/or your e-mail address.

    Except as otherwise set forth above, you may give notice to the Broker-Dealer at any time via electronic mail to EKuhnel@mcadv.com, or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:

    Mercury Capital Advisors
    225 Liberty Street
    New York, NY, 10281

  16. Governing Law and Arbitration.This Agreement shall be governed by and construed in accordance with the laws of the state of New York without giving effect to choice of laws principles.
    The Parties agree that all claims and controversies arising out of this Agreement or the breach thereof shall be resolved by binding arbitration conducted in accordance with the then-current rules and procedures of FINRA, assuming that the FINRA would agree to hear such arbitration, and that any such arbitration will be held in New York, New York. For the avoidance of doubt, all claims and controversies arising out any investment in a Fund, iFund™ or SMA will be governed by such Fund’s, iFund’s™ or SMA’s underlying documents.
  17. Jury Trial Waiver. Each Party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement and the transactions it contemplates. This waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise.
  18. General Provisions.  This Agreement (a) constitutes the entire agreement between you and us with respect to the Mercury iFunds Platform™ and your use of the Mercury iFunds Platform™; (b) supersedes all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between you and us regarding the Mercury iFunds Platform™ and your activities; (c) is binding on the Parties’ respective successors and assigns; and (d) may be terminated by one Party providing written notice (including via designated e-mail) to the other.  If any part of this Agreement is determined to be illegal, void, invalid or unenforceable, then the invalid or unenforceable provision (or portion) will be deemed superseded by valid, enforceable language that most closely matches the intent and allocation of risk in the original provision (or portion) and the rest of this Agreement will continue in full force and effect.  In the event of any conflict between any provision of the main body of this Registered User’s Agreement and the Terms of Use and/or Privacy Policy, the terms set forth in the main body of this Registered User’s Agreement shall govern.

REGISTERED USERS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE FUNDS AND iFUNDS™.  THE CONTENTS OF THE MERCURY iFUNDS PLATFORM™ ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE.  EACH  REGISTERED USER SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING AN INVESTMENT IN ANY OF THE FUNDS, iFUNDS™ or SMAs.

INSTITUTIONAL INVESTOR REGISTERED USER’S AGREEMENT

This Registered User’s Agreement (this “Agreement”) is between the person entering into this Agreement (“you”) and Mercury Capital Advisors, LLC (the “Broker-Dealer” or “we” or “us”), a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and a member of the Financial Industry Regulatory Authority, and is effective as of the date you enter into this Agreement.  The Broker-Dealer and you may each be referred to as a “Party” and may be collectively referred to as the “Parties.”

This Agreement allows access to the password protected portion of the www.mercurycapitaladvisors.com website (the “Site”), which is operated by us.  Such portion is called the Mercury iFunds Platform™ and includes all of its content made available from time to time.   Terms of Use and Privacy Policy posted on the Site are each hereby incorporated by reference.

CLICKING ON THE “I AGREE” CHECKBOX (i) CONSTITUTES YOUR AGREEMENT TO ALL TERMS HEREOF (INCLUDING THE TERMS OF USE AND PRIVACY POLICY), AS A “REGISTERED USER,” PROVIDED THAT THE BROKER-DEALER ADMITS YOU AS SUCH, AND (ii) HAS THE SAME BINDING LEGAL EFFECT AS IF YOU SIGNED A PAPER VERSION OF THIS AGREEMENT AND DELIVERED IT TO US.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ACT ON BEHALF OF AND LEGALLY BIND SUCH ENTITY. 

THE BROKER-DEALER MAY MAKE CHANGES TO THIS AGREEMENT, INCLUDING THE TERMS OF USE AND/OR PRIVACY POLICY, AT ANY TIME.  ANY MODIFICATIONS MADE WILL BE EFFECTIVE IMMEDIATELY UPON THE POSTING OF THE MODIFIED PORTION OF THIS AGREEMENT ON THE SITE.  BY CONTINUING TO USE THE MERCURY IFUNDS PLATFORM OR ANY OTHER ASPECT OF THE SITE FOLLOWING SUCH POSTING, YOU WILL BE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH CHANGES.  YOU AGREE TO REVIEW THE POSTED REGISTERED USER’S AGREEMENT EACH TIME YOU ACCESS OR USE THE MERCURY IFUNDS PLATFORMSO THAT YOU ARE AWARE OF ANY MODIFICATIONS MADE TO THIS AGREEMENT. 

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, INCLUDING THE TERMS OF USE AND THE PRIVACY POLICY, YOU MAY NOT USE THE MERCURY IFUNDS PLATFORM.

  1. Mercury iFunds Platform™. The Mercury iFunds Platform™ contains information concerning, among other things, various private investment funds (each, a “Fund Adviser”) managed or advised by third parties (each, a “Fund”), segregated series of Mercury iFunds LLC (each, an “iFund™”) and separately managed accounts (each, an “SMA”) managed by third-party advisers (each, an “SMA Adviser” and together with the Fund Advisers, the “Advisers”). Such information includes, without limitation and as applicable, offering memoranda, explanatory supplements, marketing materials, videos, subscription documents, and operating agreements (collectively, “Information Documents”). The Broker-Dealer’s affiliate, Mercury Capital Access, LLC is registered with the Commodity Futures Trading Commission as a commodity trading advisor and a commodity pool operator and is a member in good standing of the National Futures Association in those capacities, is in the process of registering as an investment adviser with the SEC under the Investment Advisers Act of 1940 (the “Act”) and acts as the manager to each iFund™ and may introduce prospective investors to SMA Advisers. As a Registered User, you may in your sole discretion invest directly in an iFund™ or a Fund or open an SMA. Subject to the Broker-Dealer admitting you as a Registered User and your abiding by all terms of this Agreement, we hereby grant you a revocable, limited, non-transferable, non-sublicenseable, non-exclusive right and license to use the Mercury iFunds Platform™ solely for your personal use in accordance with this Agreement and all applicable laws, rules and regulations.
  2. Access Methods. You acknowledge you are fully and solely responsible for all activities that occur through the use of any password, user ID or other access methods (collectively, “Access Methods”) you may be granted or for which you may register as a user of the Mercury iFunds Platform™, whether or not such use is authorized by you, and to maintain the confidentiality of your Access Methods. You agree not to access or attempt to access the Mercury iFunds Platform™ without an authorized Access Method or through any means other than by utilizing your authorized Access Method on the appropriate web page or web tools. Furthermore, you agree to notify the Broker-Dealer of any and all unauthorized uses of any account you may have with the Broker-Dealer and/or any thefts, losses or other breaches of security with respect to any of your Access Methods.
  3. Resources.  You are solely responsible for all software, hardware, networks and other technology necessary to access and utilize the Mercury iFunds Platform™ (collectively, “Resources”), and any and all losses, damages, costs and expenses associated therewith.  Under no circumstances shall any Broker-Dealer Party or Adviser Party (each, as defined below) have any responsibility to provide any Resources to you or otherwise be responsible for any such Resources.
  4. Additional Rules and Policies.  From time to time, the Broker-Dealer may display via the Mercury iFunds Platform™ additional rules, procedures, terms and/or conditions governing use of the Mercury iFunds Platform™.  You hereby agree to abide by all such additional rules, procedures, terms and conditions.
  5. Restrictions on Use of the Mercury iFunds Platform™.  You agree you shall not, directly or indirectly:  (a) use the Mercury iFunds Platform™ for any illegal purpose or otherwise violate any applicable laws or regulations in connection with use of the Mercury iFunds Platform™; (b) remove, obscure, alter or deface any notice of confidentiality, any trademark, any copyright notice or any other indicia of ownership that may be contained in or displayed via the Mercury iFunds Platform™; (c) interfere, in any way, with others’ use of or access to the Mercury iFunds Platform™; (d) attempt to circumvent, eliminate, override, disable or modify any security measures as the Broker-Dealer may provide with respect to the Mercury iFunds Platform™; (e) use the Mercury iFunds Platform™ for any purpose other than as set forth in Section 1; or (f) refer to any portion of the Mercury iFunds Platform™, or otherwise use the Mercury iFunds Platform™, in connection with the development of other product or service having the functionality, look and feel, or other features similar to the Mercury iFunds Platform™.
  6. Your Representations and Warranties.  You represent, warrant and confirm, as long as this Agreement is in effect, that (a) you possess the legal right and ability to enter into this Agreement; (b) the information you have given about yourself is complete, true, current and accurate, and you shall immediately notify the Broker-Dealer of any changes thereto; (c) you understand that an investment in any of the iFunds™, Funds or SMAs involves a high degree of risk; (d) you have complied and will continue to comply in all material respects with all laws, rules, and regulations having application to your properties, and assets; (e) you will have read all of the applicable Information Documents prior to subscribing for an interest in an iFund™, Fund or SMA and you understand that an investment in such iFund™, Fund or SMA is subject to all of the terms and conditions and other information contained in the applicable Information Documents, including without limitation, limitation of liability and indemnification provisions; (f) except to the extent otherwise disclosed to us, there are no actions, suits, proceedings, inquiries or investigations pending or threatened against you at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, any self-regulatory organization, or any exchange that might be material to us or any of the iFunds™, Funds or SMAs; and (g) you are not a “Covered Person” subject to a “disqualifying event” listed in Rule 506(d)(1) of Regulation D promulgated under the 1933 Act. Each of your above representations, warranties and confirmations shall be deemed to be restated immediately prior to a subscription in any iFund™, Fund or SMA.
  7. Independent Plan Fiduciary. For purposes of and with reference to 29 C.F.R. § 2510-3-21 (the “Regulation”), you hereby represent, covenant, acknowledge and agree as follows from April 10, 2017 forward that if you are causing a plan or an IRA (each as defined in the Regulation and each referred to herein as a “Plan”), to make an investment in any Fund, iFund™ or SMA that: (i) you are either (A) a bank as defined in Section 202 of the Act or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (B) an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan; (C) an investment adviser registered under the Act or, if not registered an as investment adviser under the Act by reason of paragraph (1) of Section 203A of the Act, is registered as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Securities Exchange Act of 1934; or (E) has, and will at all times that the Plan is invested in the Fund, iFund™ or SMA, have total assets of at least US$50 million under your management or control; (ii) you are independent of Mercury Capital Advisors, LLC and any of its affiliates; (iii) you are capable of evaluating investment risks independently, both in general and with regard to such Plan’s  making, holding or disposing of any investment in  any Fund, iFund™ or SMA; (iv) you are a “fiduciary,” as defined under the Employee Retirement Income Security Act of 1974 (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”), or both, with respect to such Plan’s investment in  any Fund, iFund™ or SMA and are solely responsible for exercising independent judgment in evaluating the making, holding or disposition of any such investment; (v) we are not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with such Plan’s investment in any Fund, iFund™ or SMA; and (vi) we have informed you and you understand, that we have a financial interest in connection with such Plan’s investment in any Fund, iFund™ or SMA in that we are acting as a sales or placement agent for, and therefore will be compensated by, such Fund, iFund™ or SMA under a separate sales or placement agreement for any investment made by such Plan.
  8. Confidentiality. You acknowledge and agree that the Mercury iFunds Platform™ is confidential and proprietary to the Broker-Dealer, and that you shall keep all portions of the Mercury iFunds Platform™, including without limitation, information regarding the Funds, strictly confidential.  You shall not disclose, or use for any purpose other than as expressly permitted herein, any portion of the Mercury iFunds Platform™.  Notwithstanding anything contained herein to the contrary, in the event that access to or delivery of any portion of the Mercury iFunds Platform™ is requested of the recipient of such information by a regulatory, self-regulatory or supervisory authority having appropriate jurisdiction, or is otherwise required by applicable laws or regulations, the recipient shall give to the provider, to the extent practicable and if lawfully permitted to do so, prompt written notice of such request, but may comply with such request.  The Parties acknowledge and agree that the Broker-Dealer may be irreparably injured by a breach of this provision and that money damages may be an inadequate remedy for an actual or threatened breach of this provision because of the difficulty of ascertaining the amount of damage that may be suffered by the Broker-Dealer in the event that this provision is breached.  Accordingly, the Parties hereto agree to the seeking of specific performance of this provision and injunctive or other equitable relief as a remedy for any such breach, without proof of actual damages, and the Parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with any such remedy.  Such remedy shall not be deemed to be the exclusive remedy for a breach of this provision, but shall be in addition to all other remedies available at law or equity.
  9. Acknowledgement.  You acknowledge that the Broker-Dealer is expected to act as a sales or placement agent for each of the Funds under a separate sales or placement agreement and to be compensated therefor.
  10. Certain Risk Factors. There are substantial risks in investing in the Funds or iFunds™.  Persons interested in investing in the Funds or iFunds™ should carefully note the following:
    • The Funds and iFunds™ represent speculative investments and involve a high degree of risk. An investor could lose all or a substantial portion of his/her investment. Investors must have the financial ability, sophistication/experience and willingness to bear the risks of an investment in a Fund or an iFund™.
    • An investment in a Fund and/or an iFund™ should be discretionary capital set aside strictly for speculative purposes.
    • An investment in a Fund and/or an iFund™ is not suitable or desirable for all investors.  Only qualified investors may invest in the Funds and iFunds™.
    • The Information Documents are not reviewed or approved by federal or state regulators.
    • The Funds and/or the iFunds™  may be leveraged (including highly leveraged) and a Fund’s or an iFund’s™ performance may be volatile.
    • An investment in a Fund and/or an iFund™ may be illiquid and there may be significant restrictions on transferring interests in such Fund or iFund™.  There is no secondary market for an investor’s investment in the Funds and iFunds™ and none is expected to develop.
    • A Fund and/or an iFund™ may have little or no operating history or performance and may use hypothetical or pro forma performance which may not reflect actual trading done by the manager or advisor and should be reviewed carefully.  Investors should not place undue reliance on hypothetical or pro forma performance.
    • The Funds and iFunds’™ managers or advisors have total trading authority over the Funds or iFunds™, as applicable.
    • A Fund and/or an iFund™ may use a single advisor or employ a single strategy, which could mean a lack of diversification and higher risk.
    • A Fund and/or an iFund™ and its managers or advisors may rely on the trading expertise and experience of third-party managers or advisors, the identity of which may not be disclosed to investors.
    • A Fund and/or an iFund™ may involve a complex tax structure, which should be reviewed carefully.
    • A Fund and/or an iFund™ may involve structures or strategies that may cause delays in important tax information being sent to investors.
    • A Fund and/or an iFund™ may provide no transparency regarding its underlying investments to investors.
    • A Fund and/or an iFund™ may execute a substantial portion of trades on foreign exchanges, which could mean higher risk.
    • A Fund and/or an iFund’s™ fees and expenses-which may be substantial regardless of any positive return- will offset such Fund’s and/or iFund’s™, trading profits.
    • The Funds and iFunds™ are not required to provide periodic pricing or valuation information to investors.
    • The Funds and the iFunds™ and their managers/advisors may be subject to various conflicts of interest.
    • An investment in a Fund and/or an iFund™  is subject to the terms and conditions in the Information Documents applicable to such Fund and/or iFund™, including without limitation, limitation of liability and indemnification provisions, and such Information Documents may not be accurate or current.

    The above summary is not a complete list of the risks and other important disclosures involved in investing in a Fund or an iFund™ and is subject to the more complete disclosures contained in a Fund’s or an iFund’s™ offering documents, which must be reviewed carefully.
    Further, SMAs may be subject to the same, different or additional risks as those described above, and you should review carefully the disclosure document and other Information Documents related to any SMA and speak with the related SMA Adviser before opening such SMA.

  11. Limitations to Our Responsibilities. We may cease to operate the Mercury iFunds Platform™, or cancel, suspend or limit your access to the Mercury iFunds Platform™, at any time and for any reason or none, and with or without notice. We make no guarantees or assurances as to the availability of the Mercury iFunds Platform™; you accept that it may be partially or completely inaccessible at any time and for any length of time. We may reject or withdraw from the Mercury iFunds Platform™ any or all of the content thereof, without any notice to you and for any reason or none.NEITHER ANY BROKER-DEALER PARTY NOR ADVISER PARTY IS RESPONSIBLE FOR THE MANNER IN WHICH THE MERCURY iFUNDS PLATFORM™ IS USED BY YOU. THE MERCURY iFUNDS PLATFORM™ IS PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITHOUT WARRANTY OF ANY KIND, AND YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE, INABILITY TO USE, RELIANCE UPON, PERFORMANCE AND OPERATION OF THE MERCURY iFUNDS PLATFORM™. THE BROKER-DEALER PARTNERS, THEIR LICENSORS (THE PARTIES FROM WHOM THE BROKER-DEALER PARTIES MAY LICENSE SOFTWARE, HARDWARE AND OTHER PRODUCTS AND SERVICES IN CONNECTION WITH THE MERCURY iFUNDS PLATFORM™) AND THE ADVISER PARTIES GIVE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, THE BROKER-DEALER PARTIES AND ADVISER PARTIES DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION GENERATED BY, STORED IN OR ACCESSIBLE VIA THE MERCURY iFUNDS PLATFORM™ WILL BE OR REMAIN ACCURATE, COMPLETE OR CURRENT, AND NONE OF THE BROKER-DEALER PARTIES OR ADVISER PARTIES ARE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE OR RELIANCE ON SUCH INFORMATION OR ANY OTHER ASPECT OF THE MERCURY iFUNDS PLATFORM™. FURTHER, THE BROKER-DEALER PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE MERCURY iFUNDS PLATFORM™ (OR USE THEREOF) WILL BE UNINTERRUPTED, SECURE, OR FREE OF MALICIOUS CODE OR ERRORS OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE MERCURY iFUNDS PLATFORM™ IS PROVIDED VIA THE INTERNET AND THAT THE QUALITY, AVAILABILITY AND SECURITY OF THE MERCURY iFUNDS PLATFORM™ MAY BE ADVERSELY AFFECTED FROM TIME TO TIME DUE TO TRANSIENT CONDITIONS ON THE INTERNET BEYOND THE REASONABLE CONTROL OF THE BROKER-DEALER OR ANY OTHER BROKER-DEALER PARTY. Any partial or complete removal of any content from the Mercury iFunds Platform™ by us, and any actions taken on our part to comply with or reduce our liability under or pursuant to the Digital Millennium Copyright Act or any other statute, regulation or self-regulatory rule pertaining to operators of Internet content and communication sites and/or operators of Internet financial information sites, shall be solely for our benefit and shall neither increase any of your rights nor decrease any of your obligations hereunder.
  12. Limitation of Liability and Remedies.  IN NO EVENT SHALL THE BROKER-DEALER OR ANY ADVISER OR ITS RESPECTIVE CURRENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, PRINCIPALS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES (RESPECTIVELY AND COLLECTIVELY, THE “BROKER-DEALER PARTIES” AND THE “ADVISER 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 MERCURY iFUNDS PLATFORM™ OR, IMPROPER USE OF, 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 OR ADVISER 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 MERCURY iFUNDS PLATFORM™ OR ANY CONTENT AVAILABLE THEREON, YOU AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED $100. YOU AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE BROKER-DEALER PARTIES AND ADVISER PARTIES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE BROKER-DEALER WOULD NOT PROVIDE ACCESS TO THE MERCURY iFUNDS PLATFORM™ 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 PARTIES’ AND ADVISER PARTIES’ LIABILITIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
  13. Indemnification. You agree to indemnify and hold the Broker-Dealer Parties, on a current basis as incurred, harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees, disbursements, and court costs, including any incurred in enforcement of this indemnity, and whether related to an action or proceeding between the parties hereto or otherwise) arising from, incurred as a result of, in connection with, or in any manner related to (a) use of the Mercury iFunds Platform™ or any content contained, displayed, or available therein by you or any other person accessing the Mercury iFunds Platform™ via any Access Method we provide to you (whether or not such use is authorized by you); (b) your violation or breach of this Agreement; (c) Resources; (d) any materials, information or data submitted by you and/or via your Access Methods (as defined in the Terms of Use). to the Site and/or to the Broker-Dealer; and/or (e) your violation of any third party’s rights; provided that you will not have any obligation under this Section 12 to the extent any such damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses are caused by the Broker-Dealer Parties’ gross negligence or willful misconduct.
  14. Notice. You agree that, where the Broker-Dealer may be required to provide you with notice under this Agreement, acceptable and sufficient forms of notice include, but are not necessarily limited to, the following:
    1. e-mail to the most recent e-mail address you have provided to the Broker-Dealer, regardless of the current status of that e-mail address; or
    2. written communication delivered by first class U.S. mail to the most recent physical address you have provided to the Broker-Dealer, regardless of the current status of that address; or
    3. posting of general notice on the Site; or
    4. such other method of communication as you specifically request in writing that the Broker-Dealer use.

    The Broker-Dealer shall have sole discretion to select which of the above methods of notice it shall use, and shall not be required to use more than one of these methods to provide notice. You accept sole responsibility for providing us with notice of changes to your physical address and/or your e-mail address.
    Except as otherwise set forth above, you may give notice to the Broker-Dealer at any time via electronic mail to EKuhnel@mcadv.com, or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:
    Mercury Capital Advisors
    225 Liberty Street
    New York, NY, 10281

  15. Governing Law and Arbitration.
    This Agreement shall be governed by and construed in accordance with the laws of the state of New York without giving effect to choice of laws principles.
    The Parties agree that all claims and controversies arising out of this Agreement or the breach thereof shall be resolved by binding arbitration conducted in accordance with the then-current rules and procedures of FINRA, assuming that the FINRA would agree to hear such arbitration, and that any such arbitration will be held in New York, New York. For the avoidance of doubt, all claims and controversies arising out any investment in a Fund, iFund™ or SMA will be governed by such Fund’s, iFund’s™ or SMA’s underlying documents.
  16. Jury Trial Waiver. Each Party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement and the transactions it contemplates. This waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise.
  17. General Provisions.  This Agreement (a) constitutes the entire agreement between you and us with respect to the Mercury iFunds Platform™ and your use of the Mercury iFunds Platform™; (b) supersedes all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between you and us regarding the Mercury iFunds Platform™ and your activities; (c) is binding on the Parties’ respective successors and assigns; and (d) may be terminated by one Party providing written notice (including via designated e-mail) to the other.  If any part of this Agreement is determined to be illegal, void, invalid or unenforceable, then the invalid or unenforceable provision (or portion) will be deemed superseded by valid, enforceable language that most closely matches the intent and allocation of risk in the original provision (or portion) and the rest of this Agreement will continue in full force and effect.  In the event of any conflict between any provision of the main body of this Registered User’s Agreement and the Terms of Use and/or Privacy Policy, the terms set forth in the main body of this Registered User’s Agreement shall govern.

REGISTERED USERS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE FUNDS AND iFUNDS™. THE CONTENTS OF THE MERCURY iFUNDS PLATFORM™ ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. EACH REGISTERED USER SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING AN INVESTMENT IN ANY OF THE FUNDS, iFUNDS™ or SMAs.

DIRECT INVESTOR REGISTERED USER’S AGREEMENT

This Registered User’s Agreement (this “Agreement”) is between the person entering into this Agreement (“you”) and Mercury Capital Advisors, LLC (the “Broker-Dealer” or “we” or “us”), a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and a member of the Financial Industry Regulatory Authority, and is effective as of the date you enter into this Agreement.  The Broker-Dealer and you may each be referred to as a “Party” and may be collectively referred to as the “Parties.”

This Agreement allows access to the password protected portion of the www.mercurycapitaladvisors.com website (the “Site”), which is operated by us.  Such portion is called the Mercury iFunds Platform™ and includes all of its content made available from time to time.   Terms of Use and Privacy Policy  posted on the Site are each hereby incorporated by reference.

CLICKING ON THE “I AGREE” ICON BELOW (i) CONSTITUTES YOUR AGREEMENT TO ALL TERMS HEREOF (INCLUDING THE TERMS OF USE AND PRIVACY POLICY), AS A “REGISTERED USER,” PROVIDED THAT THE BROKER-DEALER ADMITS YOU AS SUCH, AND (ii) HAS THE SAME BINDING LEGAL EFFECT AS IF YOU SIGNED A PAPER VERSION OF THIS AGREEMENT AND DELIVERED IT TO US.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ACT ON BEHALF OF AND LEGALLY BIND SUCH ENTITY. 

THE BROKER-DEALER MAY MAKE CHANGES TO THIS AGREEMENT, INCLUDING THE TERMS OF USE AND/OR PRIVACY POLICY, AT ANY TIME.  ANY MODIFICATIONS MADE WILL BE EFFECTIVE IMMEDIATELY UPON THE POSTING OF THE MODIFIED PORTION OF THIS AGREEMENT ON THE SITE.  BY CONTINUING TO USE THE MERCURY IFUNDS PLATFORM OR ANY OTHER ASPECT OF THE SITE FOLLOWING SUCH POSTING, YOU WILL BE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH CHANGES.  YOU AGREE TO REVIEW THE POSTED REGISTERED USER’S AGREEMENT EACH TIME YOU ACCESS OR USE THE MERCURY IFUNDS PLATFORMSO THAT YOU ARE AWARE OF ANY MODIFICATIONS MADE TO THIS AGREEMENT. 

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, INCLUDING THE TERMS OF USE AND THE PRIVACY POLICY, YOU MAY NOT USE THE MERCURY IFUNDS PLATFORM.

  1. Mercury iFunds Platform™. The Mercury iFunds Platform™ contains information concerning, among other things, various private investment funds (each, a “Fund”) managed or advised by third parties (each, a “Fund Adviser”), segregated series of Mercury iFunds LLC (each, an “iFund and separately managed accounts (each, an “SMA”) managed by third-party advisers (each, an “SMA Adviser” and together with the Fund Advisers, the “Advisers”). Such information includes, without limitation and as applicable, offering memoranda, explanatory supplements, marketing materials, videos, subscription documents, and operating agreements (collectively, “Information Documents”). The Broker-Dealer’s affiliate, Mercury Capital Access, LLC, is registered with the Commodity Futures Trading Commission as a commodity trading advisor and a commodity pool operator and is a member in good standing of the National Futures Association in those capacities, is in the process of registering as an investment adviser with the SEC under the Investment Advisers Act of 1940 (the “Act”) and acts as the manager to each iFund™ and may introduce prospective investors to SMA Advisers. As a Registered User, you may in your sole discretion invest directly in an iFund™ or a Fund or open an SMA. Subject to the Broker-Dealer admitting you as a Registered User and your abiding by all terms of this Agreement, we hereby grant you a revocable, limited, non-transferable, non-sublicenseable, non-exclusive right and license to use the Mercury iFunds Platform™ solely for your personal use in accordance with this Agreement and all applicable laws, rules and regulations.
  2. Access Methods.  You acknowledge you are fully and solely responsible for all activities that occur through the use of any password, user ID or other access methods (collectively, “Access Methods”) you may be granted or for which you may register as a user of the Mercury iFunds Platform™, whether or not such use is authorized by you, and to maintain the confidentiality of your Access Methods.  You agree not to access or attempt to access the Mercury iFunds Platform™ without an authorized Access Method or through any means other than by utilizing your authorized Access Method on the appropriate web page or web tools.  Furthermore, you agree to notify the Broker-Dealer of any and all unauthorized uses of any account you may have with the Broker-Dealer and/or any thefts, losses or other breaches of security with respect to any of your Access Methods.
  3. Resources.  You are solely responsible for all software, hardware, networks and other technology necessary to access and utilize the Mercury iFunds Platform™ (collectively, “Resources”), and any and all losses, damages, costs and expenses associated therewith.  Under no circumstances shall any Broker-Dealer Party or Adviser Party (each, as defined below) have any responsibility to provide any Resources to you or otherwise be responsible for any such Resources.
  4. Additional Rules and Policies.  From time to time, the Broker-Dealer may display via the Mercury iFunds Platform™ additional rules, procedures, terms and/or conditions governing use of the Mercury iFunds Platform™.  You hereby agree to abide by all such additional rules, procedures, terms and conditions.
  5. Restrictions on Use of the Mercury iFunds Platform™.  You agree you shall not, directly or indirectly:  (a) use the Mercury iFunds Platform™ for any illegal purpose or otherwise violate any applicable laws or regulations in connection with use of the Mercury iFunds Platform™; (b) remove, obscure, alter or deface any notice of confidentiality, any trademark, any copyright notice or any other indicia of ownership that may be contained in or displayed via the Mercury iFunds Platform™; (c) interfere, in any way, with others’ use of or access to the Mercury iFunds Platform™; (d) attempt to circumvent, eliminate, override, disable or modify any security measures as the Broker-Dealer may provide with respect to the Mercury iFunds Platform™; (e) use the Mercury iFunds Platform™ for any purpose other than as set forth in Section 1; or (f) refer to any portion of the Mercury iFunds Platform™, or otherwise use the Mercury iFunds Platform™, in connection with the development of other product or service having the functionality, look and feel, or other features similar to the Mercury iFunds Platform™.
  6. Your Representations and Warranties. You represent, warrant and confirm, as long as this Agreement is in effect, that (a) you possess the legal right and ability to enter into this Agreement; (b) your investment adviser, that is registered with the SEC under the Act (“RIA”) has (i) determined that you meet the applicable suitability requirements of the iFunds™, Funds or SMAs (ii) signed the Registered User’s Agreement applicable to it, (iii) recommended that you invest in the iFunds™ or Funds, and (iv) provided you with access to this Agreement; (c) the information you have given about yourself is complete, true, current and accurate, and you shall immediately notify the Broker-Dealer of any changes thereto; (d) you understand that an investment in any of the iFunds™, Funds or SMAs involves a high degree of risk; (e) you have complied and will continue to comply in all material respects with all laws, rules, and regulations having application to your properties, and assets; (f) you will have read all of the applicable Information Documents prior to subscribing for an interest in an iFund™, Fund or SMA and you understand that an investment in such iFund™, Fund or SMA is subject to all of the terms and conditions and other information contained in the applicable Information Documents, including without limitation, limitation of liability and indemnification provisions; (g) except to the extent otherwise disclosed to us, there are no actions, suits, proceedings, inquiries or investigations pending or threatened against you at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, any self-regulatory organization, or any exchange that might be material to us or any of the iFunds™, Funds or SMAs; (h) you are not a “Covered Person” subject to a “disqualifying event” listed in Rule 506(d)(1) of Regulation D promulgated under the 1933 Act. Each of your above representations, warranties and confirmations shall be deemed to be restated immediately prior to a subscription in any iFund™, Fund or SMA; and (i) if you are a Plan, IRA, or IRA owner, each as defined in 29 C.F.R. § 2510-3-21 (the “Regulation”), your RIA is acting as your independent plan fiduciary, as elaborated in the Regulation, with respect to your investment(s) in any Funds, iFunds™, or SMAs.
  7. Confidentiality. You acknowledge and agree that the Mercury iFunds Platform™ is confidential and proprietary to the Broker-Dealer, and that you shall keep all portions of the Mercury iFunds Platform™, including without limitation, information regarding the Funds, strictly confidential.  You shall not disclose, or use for any purpose other than as expressly permitted herein, any portion of the Mercury iFunds Platform™.  Notwithstanding anything contained herein to the contrary, in the event that access to or delivery of any portion of the Mercury iFunds Platform™ is requested of the recipient of such information by a regulatory, self-regulatory or supervisory authority having appropriate jurisdiction, or is otherwise required by applicable laws or regulations, the recipient shall give to the provider, to the extent practicable and if lawfully permitted to do so, prompt written notice of such request, but may comply with such request.  The Parties acknowledge and agree that the Broker-Dealer may be irreparably injured by a breach of this provision and that money damages may be an inadequate remedy for an actual or threatened breach of this provision because of the difficulty of ascertaining the amount of damage that may be suffered by the Broker-Dealer in the event that this provision is breached.  Accordingly, the Parties hereto agree to the seeking of specific performance of this provision and injunctive or other equitable relief as a remedy for any such breach, without proof of actual damages, and the Parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with any such remedy.  Such remedy shall not be deemed to be the exclusive remedy for a breach of this provision, but shall be in addition to all other remedies available at law or equity.
  8. Acknowledgement.  You acknowledge that the Broker-Dealer is expected to act as a sales or placement agent for each of the Funds under a separate sales or placement agreement and to be compensated therefor.
  9. Certain Risk Factors. There are substantial risks in investing in the Funds or iFunds™.  Persons interested in investing in the Funds or iFunds™ should carefully note the following:
    • The Funds and iFunds™ represent speculative investments and involve a high degree of risk. An investor could lose all or a substantial portion of his/her investment. Investors must have the financial ability, sophistication/experience and willingness to bear the risks of an investment in a Fund or an iFund™.
    • An investment in a Fund and/or an iFund™ should be discretionary capital set aside strictly for speculative purposes.
    • An investment in a Fund and/or an iFund™ is not suitable or desirable for all investors.  Only qualified investors may invest in the Funds and iFunds™.
    • The Information Documents are not reviewed or approved by federal or state regulators.
    • The Funds and/or the iFunds™  may be leveraged (including highly leveraged) and a Fund’s or an iFund’s™ performance may be volatile.
    • An investment in a Fund and/or an iFund™ may be illiquid and there may be significant restrictions on transferring interests in such Fund or iFund™.  There is no secondary market for an investor’s investment in the Funds and iFunds™ and none is expected to develop.
    • A Fund and/or an iFund™ may have little or no operating history or performance and may use hypothetical or pro forma performance which may not reflect actual trading done by the manager or advisor and should be reviewed carefully.  Investors should not place undue reliance on hypothetical or pro forma performance.
    • The Funds and iFunds’™ managers or advisors have total trading authority over the Funds or iFunds™, as applicable.
    • A Fund and/or an iFund™ may use a single advisor or employ a single strategy, which could mean a lack of diversification and higher risk.
    • A Fund and/or an iFund™ and its managers or advisors may rely on the trading expertise and experience of third-party managers or advisors, the identity of which may not be disclosed to investors.
    • A Fund and/or an iFund™  may involve a complex tax structure, which should be reviewed carefully.
    • A Fund and/or an iFund™  may involve structures or strategies that may cause delays in important tax information being sent to investors.
    • A Fund and/or an iFund™ may provide no transparency regarding its underlying investments to investors.
    • A Fund and/or an iFund™ may execute a substantial portion of trades on foreign exchanges, which could mean higher risk.
    • A Fund and/or an iFund’s™ fees and expenses-which may be substantial regardless of any positive return- will offset such Fund’s and/or iFund’s™, trading profits.
    • The Funds and iFunds™ are not required to provide periodic pricing or valuation information to investors.
    • The Funds and the iFunds™ and their managers/advisors may be subject to various conflicts of interest.
    • An investment in a Fund and/or an iFund™  is subject to the terms and conditions in the Information Documents applicable to such Fund and/or iFund™, including without limitation, limitation of liability and indemnification provisions, and such Information Documents may not be accurate or current.

    The above summary is not a complete list of the risks and other important disclosures involved in investing in the Funds and/or iFunds™ and is subject to the more complete disclosures contained in a Fund’s and/or iFund’s™ offering documents, which must be reviewed carefully.
    Further, SMAs may be subject to the same, different or additional risks as those described above, and you should review carefully the disclosure document and other Information Documents related to any SMA and speak with the related SMA Adviser before opening such SMA.

  10. Limitations to Our Responsibilities. We may cease to operate the Mercury iFunds Platform™, or cancel, suspend or limit your access to the Mercury iFunds Platform™, at any time and for any reason or none, and with or without notice. We make no guarantees or assurances as to the availability of the Mercury iFunds Platform™; you accept that it may be partially or completely inaccessible at any time and for any length of time. We may reject or withdraw from the Mercury iFunds Platform™ any or all of the content thereof, without any notice to you and for any reason or none.
    NEITHER ANY BROKER-DEALER PARTY NOR ADVISER PARTY IS RESPONSIBLE FOR THE MANNER IN WHICH THE MERCURY iFUNDS PLATFORM™ IS USED BY YOU. THE MERCURY iFUNDS PLATFORM™ IS PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITHOUT WARRANTY OF ANY KIND, AND YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE, INABILITY TO USE, RELIANCE UPON, PERFORMANCE AND OPERATION OF THE MERCURY iFUNDS PLATFORM™. THE BROKER-DEALER PARTNERS, THEIR LICENSORS (THE PARTIES FROM WHOM THE BROKER-DEALER PARTIES MAY LICENSE SOFTWARE, HARDWARE AND OTHER PRODUCTS AND SERVICES IN CONNECTION WITH THE MERCURY iFUNDS PLATFORM™) AND THE ADVISER PARTIES GIVE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, THE BROKER-DEALER PARTIES AND ADVISER PARTIES DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION GENERATED BY, STORED IN OR ACCESSIBLE VIA THE MERCURY iFUNDS PLATFORM™ WILL BE OR REMAIN ACCURATE, COMPLETE OR CURRENT, AND NONE OF THE BROKER-DEALER PARTIES OR ADVISER PARTIES ARE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE OR RELIANCE ON SUCH INFORMATION OR ANY OTHER ASPECT OF THE MERCURY iFUNDS PLATFORM™. FURTHER, THE BROKER-DEALER PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE MERCURY iFUNDS PLATFORM™ (OR USE THEREOF) WILL BE UNINTERRUPTED, SECURE, OR FREE OF MALICIOUS CODE OR ERRORS OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE MERCURY iFUNDS PLATFORM™ IS PROVIDED VIA THE INTERNET AND THAT THE QUALITY, AVAILABILITY AND SECURITY OF THE MERCURY iFUNDS PLATFORM™ MAY BE ADVERSELY AFFECTED FROM TIME TO TIME DUE TO TRANSIENT CONDITIONS ON THE INTERNET BEYOND THE REASONABLE CONTROL OF THE BROKER-DEALER OR ANY OTHER BROKER-DEALER PARTY. Any partial or complete removal of any content from the Mercury iFunds Platform™ by us, and any actions taken on our part to comply with or reduce our liability under or pursuant to the Digital Millennium Copyright Act or any other statute, regulation or self-regulatory rule pertaining to operators of Internet content and communication sites and/or operators of Internet financial information sites, shall be solely for our benefit and shall neither increase any of your rights nor decrease any of your obligations hereunder.
  11. Limitation of Liability and Remedies. IN NO EVENT SHALL THE BROKER-DEALER OR ANY ADVISER OR ITS RESPECTIVE CURRENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, PRINCIPALS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES (RESPECTIVELY AND COLLECTIVELY, THE “BROKER-DEALER PARTIES” AND THE “ADVISER 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 MERCURY iFUNDS PLATFORM™ OR, IMPROPER USE OF, 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 OR ADVISER 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 MERCURY iFUNDS PLATFORM™ OR ANY CONTENT AVAILABLE THEREON, YOU AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED $100. YOU AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND THE BROKER-DEALER PARTIES AND ADVISER PARTIES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, THE BROKER-DEALER WOULD NOT PROVIDE ACCESS TO THE MERCURY iFUNDS PLATFORM™ 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 PARTIES’ AND ADVISER PARTIES’ LIABILITIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
  12. Indemnification. You agree to indemnify and hold the Broker-Dealer Parties, on a current basis as incurred, harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees, disbursements, and court costs, including any incurred in enforcement of this indemnity,  and whether related to an action or proceeding between the parties hereto or otherwise) arising from, incurred as a result of, in connection with, or in any manner related to (a) use of the Mercury iFunds Platform™ or any content contained, displayed, or available therein by you or any other person accessing the Mercury iFunds Platform™ via any Access Method we provide to you (whether or not such use is authorized by you); (b) your violation or breach of this Agreement; (c) Resources; (d) any materials, information or data submitted by you and/or via your Access Methods (as defined in the Terms of Use). to the Site and/or to the Broker-Dealer; and/or (e) your violation of any third party’s rights; provided that you will not have any obligation under this Section 12 to the extent any such damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses are caused by the Broker-Dealer Parties’ gross negligence or willful misconduct.
  13.  Notice. You agree that, where the Broker-Dealer may be required to provide you with notice under this Agreement, acceptable and sufficient forms of notice include, but are not necessarily limited to, the following:
    1. e-mail to the most recent e-mail address you have provided to the Broker-Dealer, regardless of the current status of that e-mail address; or
    2. written communication delivered by first class U.S. mail to the most recent physical address you have provided to the Broker-Dealer, regardless of the current status of that  address; or
    3. posting of general notice on the Site; or
    4. such other method of communication as you specifically request in writing that the Broker-Dealer use.

    The Broker-Dealer shall have sole discretion to select which of the above methods of notice it shall use, and shall not be required to use more than one of these methods to provide notice. You accept sole responsibility for providing us with notice of changes to your physical address and/or your e-mail address.
    Except as otherwise set forth above, you may give notice to the Broker-Dealer at any time via electronic mail to EKuhnel@mcadv.com or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:
    Mercury Capital Advisors
    225 Liberty Street, 36th Floor
    New York, NY, 10281

  14. Governing Law and Arbitration.
    This Agreement shall be governed by and construed in accordance with the laws of the state of New York without giving effect to choice of laws principles.
    The Parties agree that all claims and controversies arising out of this Agreement or the breach thereof shall be resolved by binding arbitration conducted in accordance with the then-current rules and procedures of FINRA, assuming that the FINRA would agree to hear such arbitration, and that any such arbitration will be held in New York, New York. For the avoidance of doubt, all claims and controversies arising out any investment in a Fund, iFund™ or SMA will be governed by such Fund’s, iFund’s™ or SMA’s underlying documents.
  15. Jury Trial Waiver. Each Party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement and the transactions it contemplates. This waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise.
  16. General Provisions.  This Agreement (a) constitutes the entire agreement between you and us with respect to the Mercury iFunds Platform™ and your use of the Mercury iFunds Platform™; (b) supersedes all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between you and us regarding the Mercury iFunds Platform™ and your activities; (c) is binding on the Parties’ respective successors and assigns; and (d) may be terminated by one Party providing written notice (including via designated e-mail) to the other.  If any part of this Agreement is determined to be illegal, void, invalid or unenforceable, then the invalid or unenforceable provision (or portion) will be deemed superseded by valid, enforceable language that most closely matches the intent and allocation of risk in the original provision (or portion) and the rest of this Agreement will continue in full force and effect.  In the event of any conflict between any provision of the main body of this Registered User’s Agreement and the Terms of Use and/or Privacy Policy, the terms set forth in the main body of this Registered User’s Agreement shall govern.

REGISTERED USERS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE FUNDS AND iFUNDS™.  THE CONTENTS OF THE MERCURY iFUNDS PLATFORM™ ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE.  EACH  REGISTERED USER SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING AN INVESTMENT IN ANY OF THE FUNDS, iFUNDS™ or SMAs.