MERCOR – TERMS OF SERVICE
- Last version: 26/9/2021.
The Mercor Platform is operated by Mercor Finance LLC (“Mercor“, “Company”, “us“, “we“) and is governed by these Terms of Service (“Terms“). The Terms form a legal agreement between you (“User” or “You“) and Mercor. The Terms govern your access and use of our Platform as (defined below). By accessing or using our Platform, you agree that you have read, understood, and agreed to be bound by these Terms. If you do not agree to these Terms, you must not use our Platform.
2. The Platform
The Company operates a digital platform consisting of various features and services, allowing users to (i) develop, design, train and deploy their trading algorithms for crypto assets investments; (ii) compare, analyze and invest in trading algorithms deployed on the Platform; (iii) perform and execute trades on external decentralized networks and exchanges.
These features and services are available through https://mercor.finance/ and all of its subdomains (“Website“).
The features and services mentioned herein, together with the Website, are referred to as the “Platform”. These Terms apply to any person accessing, interacting, or using the Platform (collectively: “Users”).
By accessing, using or interacting with our Platform, you represent and warrant that (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorisations to enter into these Terms; (iii) you have not been previously suspended or removed from using the Platform; (iv) your use of the Platform will not violate any and all laws and regulations applicable to you, including, but not limited to, regulations on financial crime, anti-money laundering, anti-corruption, anti-fraud, counter-terrorist financing, sanctions regulations (for example, the Office of Foreign Assets Control (OFAC) or the European Union Sanction List), and tax laws; (v) your use will not infringe on any intellectual property or other third-party right; (vi) will not introduce any malware, virus or other harmful material; and (vii) YOUR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES.
4. Platform Conditions
In order to use our Platform, you will be required to connect your web wallet (“Wallet“). Your trades on the Platform will be executed through funds held independently by you in your Wallet.
Mercor does not provide a Wallet of any kind and does not control your funds or your private keys to the Wallet. Additionally, we do not own or control the code or the underlying protocols for your Wallet, or the networks of the crypto assets in your Wallet, and we assume no responsibility for any losses or damages you may incur from using the Wallet, or purchasing, holding, staking or selling crypto assets, including loss or theft or access credentials, liquidity risks, operational or cyber risks or changes in protocol rules (“forks”).
4.2. Fees and Taxes
Your use of the Platform and trading of crypto assets may be subject to applicable taxes, levies, duties or similar governmental assessments. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transfer and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
Trading of crypto assets may also be subject to Platform Fees, Developers Fees, Exchange Protocol Fees (as described below) and network fees (including gas and mining fees), to which you will be solely responsible. All fees will be automatically deducted from the smart contract.
4.3. Exchange Protocols
The Platform enables Users to develop, share and execute trading algorithms on external exchange protocols (such as Binance Smart Chain) that allow Users to deposit, borrow, and trade crypto assets (“Exchange Protocols”). You will also be able to use the Exchange Protocols to purchase and sell crypto assets through an integrated interface on the Platform.
When using Exchange Protocols, you hereby agree to be bound by any and all acknowledgments, representations, and warranties described in these Terms and any other related document. Additionally, you (i) acknowledge that transactions on the Platform and the Exchange Protocols are subject to fees; (ii) represent and warrant that you shall pay the Company any applicable fees in accordance with these Terms and any other relevant document; (iii) represent and warrant that you understand that there are considerable risks involved in the activities performed on the Exchange Protocols, including, without limitation, risks relating to the fluctuations of the staked funds, liquidity, operational, regulatory and technical risks. You shall carefully consider and exercise clear judgment to evaluate your financial situation and the aforesaid risks to make any decision on using the Exchange Protocols, as well as any other portion of our Platform, and you shall be responsible for all losses arising therefrom; and (iv) the Exchange Protocols are not operated by Mercor and Mercor has no responsibility and liability with respect to your use of the Exchange Protocols.
Please note that operators of the Exchange Protocols may apply additional terms to your access and use of the Exchange Protocols.
Subject to these Terms, Mercor grants you a personal, non-exclusive, non-assignable, and non-transferable license to use and display the Platform provided by Mercor (including any updates) only for the purpose of accessing the Platform. Unauthorized copying of the Platform, including, without limitation, software that has been modified, merged, or included with the Platform, is expressly forbidden. You may not: (i) sublicense, assign, or transfer this license except as permitted in writing by Mercor; (ii) copy, duplicate or reverse-engineer any part of the Platform. Any attempt of (i)-(ii) above may result in termination of this license.
With respect to your use of the Platform, You hereby represent and warrant that you understand that (i) the Company is not an investment advisory service, nor is it a registered investment advisor or broker-dealer and does not purport to tell or suggest the value of any assets or which assets customers should buy or sell for themselves; (ii) the Company and its affiliates assume no responsibility or liability for your trading and investment results; (iii) past results of any individual developer or trading algorithm published on the Platform are not indicative of future returns by that developer or algorithm, and are not indicative of future returns which may or may not be realized by you; (iv) the indicators, strategies, columns, articles and all other features of the Platform are provided for informational and educational purposes only and should not be construed as investment advice; (v) algorithmic trading losses can occur faster than in manual trading and you should consult an investment professional to discuss these risks.
BEFORE MAKING ANY INVESTMENT THROUGH THE PLATFORM, YOU SHOULD ALWAYS CHECK WITH YOUR LICENSED FINANCIAL ADVISOR AND TAX ADVISOR TO DETERMINE THE SUITABILITY OF ANY INVESTMENT. EVERY TIME YOU USE THE PLATFORM YOU AGREE THAT IN ALL CASES THE COMPANY BEARS NO RESPONSIBILITY FOR LOSSES INCURRED, AND OFFERS NO GUARANTEES OR EXPECTATIONS ON YOUR ALGORITHM PERFORMANCE OR STABILITY.
You acknowledge and agree that your use of the Platform for trading involves various risks and the Company shall not have any liability for any losses incurred for such uses. These risks include, without limitation:
- Design risks: risks relating to errors in data, incorrect assumptions of trading model or logical program errors.
- Internet connectivity: the risk that due to internet connectivity issues the Platform will not function as intended, and consequently, trades and orders will not be placed, for example.
- Execution issues: the risk that orders submissions, updates and cancellations will be rejected or delayed or that trades will be disallowed by authorities without warning.
- Malicious activities: risks relating to the unauthorised or illegal activities that may occur on our Platform.
5. The Tokens
The Company offers the Mercor (MRCR) tokens to be used for general usage and consumption of services in the Platform (the “Tokens“). A detailed explanation of the Tokens, including (i) their utilities; and (ii) the way by which they are distributed to Users is available in our Whitepaper.
General and eligibility. You hereby acknowledge, represent, and warrant that (i) you are not a natural person that is a citizen, national, resident or having a similar connecting factor to; or a legal person that is incorporated, registered or effectively managed and controlled from or in a country, jurisdiction or territory where the holding and use of the Tokens or any other crypto assets is prohibited; (ii) the Tokens are not intended to constitute security, financial instrument or any other form of investment in any jurisdiction. Accordingly, these Terms, as well as all other Mercor’s documents linked to the holding and use of the Tokens (such as our whitepaper), do not constitute a prospectus or offering document and are not a solicitation for investment; (iii) as the Tokens are not intended to constitute security, financial instrument or any other form of investment, the offering of the Token does not constitute an offer of securities to the public or a collective investment scheme; (iv) it is solely up to you to obtain any approval, notification, registration or license needed to participate in, acquire, hold or use the Tokens, if needed; (v) the purchase of the Tokens may attract VAT and other tax obligations which shall be your sole responsibility; (vi) we have the right to terminate the Tokens, at any time, without notice or liability to you.
Tokens’ usability. You hereby acknowledge, represent, and warrant that: (i) you read the Whitepaper and you understand the purposes and utilities of the Tokens described thereunder; (ii) you do not acquire the Tokens as an investment and have no expectation of economic benefit or profit; (iii) you acquire the tokens solely for their intended purposes, as described in our Whitepaper; (iv) you acquire the Tokens for your own use and not with a view to sell or otherwise distribute the tokens to anyone else.
Rights attached to the Tokens. You hereby acknowledge, represent, and warrant that holding the Tokens does not entitle you to any (i) profit rights or share in the Company’s income; (ii) voting rights in relation to corporate actions of the Company (for example, relating to the appointment of directors to the Company).
5.2. Risk Disclosure
By purchasing, using, or holding the Tokens, you acknowledge and represent that you are aware of the risks associated with purchasing, using or holding crypto assets, including, without limitations, risks related to (i) the uncertainty regarding the legal status of crypto assets, as well as commercial activities involving crypto assets, in many jurisdictions; (ii) unknown or unintentionally weakness and bugs that may exist in the underlying blockchain systems, smart contracts and Website; (iii) exploitation of the Platform by Users for illegal purposes (for example, money laundering and frauds); (iv) transactions on blockchain systems are, in principle, irreversible, meaning that transactions for incorrect addresses may result in the loss of said funds; (v) liquidity and market risk that could lead to significant drop in the value of crypto assets, and even erasure of their total value; and (vi) any other risk associated with the purchase, use, or hold of crypto assets.
6. Beta Releases
For any part of the Platform that is identified by us as a “beta” version (“Beta Service”), you acknowledge and agree that a Beta Service may contain more or fewer features than the final release of the that service. We reserve rights not to release a final release of a Beta Service or to alter any such Beta Services’ features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. Beta Services may not be suitable for production use and may contain errors affecting proper operation and functionality.
7. Intellectual Property
Trademarks and Copyrights
The brand names relating to the Platform and any other trademarks, service marks, and trade names used by the Company or on its own behalf from time to time (“Trademarks”) are the trademarks, service marks and trade names of the Company or one of its group companies or its licensors and these entities reserve all rights to such Trademarks.
Unless otherwise provided, the Company, including its affiliates and subsidiaries, owns the rights in all the Trademarks available via the Platform, including but not limited to the information, images, pictures, graphics, photographs, animations, videos, music, audio, and text. This content is protected by copyright.
Ownership of Your Content
When using our Platform, you may upload the information which may include texts, photos, videos, images, trademarks, logos, brands or other materials. We do not claim ownership of that information. However, when you do so, unless explicitly stated in writing otherwise, you grant Mercor a worldwide, non-exclusive, royalty-free, on-going, assignable and transferable right and license to use, copy, reproduce, process, adapt, modify, translate, publish, transmit, display and distribute such Uploaded Materials. For the avoidance of doubt, you waive in favor of Mercor any moral right you may have in the Uploaded Materials, including any right of attribution.
You acknowledge herein that you have all applicable and required authorisations and permits to the content you upload to the Platform.
If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to email@example.com.
To be effective, and to meet the requirements of applicable laws, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work claimed to have been infringed;
- a description of where the copyrighted work claimed to have been infringed is located on the Platform;
- your contact details, including your address, telephone number, and email address;
- a statement by you that you have a good faith belief that material in the manner complained of is not authorised by the copyright owner, its agent or the law; and
- a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.
If a content you uploaded to the Platform was removed, but you believe that this content is not infringing, or that you have the authorisation from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content, you may send us a written counter-notice, to the aforementioned address, containing the following information:
- your physical or electronic signature;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement that you have a good-faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content;
- your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which our address is located, and that you will accept service of process from the person who provided notification of the alleged infringement.
In accordance with the DMCA and other applicable law, we may terminate, in appropriate circumstances and at our sole discretion, the provision of our Platform to Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit or terminate the access to our Platform for Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
8. Third Party Content
The Platform contains content such as code, data, software, applications, graphics, images, links, text, photos, videos and other materials (“content“) uploaded by third parties (“Third Party Content“). Unless otherwise provided, such Third Party Content is not investigated, monitored, or checked for accuracy, appropriateness, completeness or reliability by us. We have no control over Third Party Content posted or uploaded to our Platform and hereby disclaim any and all liability in this regard.
Intellectual property: When you upload, post or transmit content through the Platform, you expressly warrant and agree not to upload any content that you do not have the right to share or that you suspect may infringe others’ intellectual property rights. In particular, you warrant and represent that you have the right to grant the licenses granted herein, and that you shall not use the Platform in such a manner as may infringe the rights of any third party, including intellectual property rights. If you suspect that content posted by someone else on our Platform infringes your intellectual property rights, we encourage you to try communicating with that person, asking him or her to take it down. If that does not work, you can contact us through the contact information available below or file a copyright report, following the instructions provided in these Terms.
No financial advice: any content that you upload must not provide investment advice, portfolio management services or any other type of service which requires you to be authorised by a regulatory authority;
Privacy: Please note that any content that you upload to the Platform is publicly available and will be seen by the other users. Therefore, you should totally refrain from posing or uploading any personal information to the platform. In this regard, personal information means any information that can lead to identification of yourself or others, such as your name, phone number, ID number, address, and financial information.
Impersonation: You hereby acknowledge and agree that you will not impersonate anyone else, or deceive others to believe you are anyone else, for any purpose.
Appropriateness and lawfulness: you hereby represent and warrant that you will not upload, post or otherwise transmit to the Platform any content that is unlawful, malicious, harmful, inappropriate, offensive, or disrespectful. This includes, without limitation, content that (i) violates any applicable law, regulation or Company’s policies and terms; (ii) infringes on any intellectual property or other third-party right; (iii) that introduces any malware, virus or other harmful material; (iv) uses any crawls, scraping, spiders or similar automated means to extract data from the Platform; relates to drugs, narcotics, steroids, and any other similar product that is illegal or prohibited; (iv) that promotes or supports groups, militias, or gangs; (v) supports or involves hate, violence, harassment, bullying, discrimination, or terrorism; (vi) involves a threat to an individual or public safety; (vii) involves pornography or any sexual content; (viii) is designed to spam or flood the channel with the same message repeatedly being posted; (ix) discussing suicide, including content promoting or glorifying suicide or providing instructions on how to self-harm; (x) involves accusations of abuse or cheating (if you believe someone needs to be investigated, please report on that user and we will investigate your report as soon as practicable and take actions, if needed); (xi) based on the Company’s sole discretion, is inappropriate, offensive, or otherwise should not be uploaded to the Platform. Content about any of the above that is disguised with the use of numbers, letters or symbols is prohibited, too.
If you have identified content that violates this subsection, please let us know, by sending an email to: firstname.lastname@example.org.
9. User Disputes
You are solely responsible for your interactions with other Users. The Company reserves the right, but has no obligation, to monitor disputes between you and other Users.
You agree to defend, indemnify, and hold the Company, including its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, arising out of or in connection with your access, use, or interaction with our Platform.
Under no circumstances whatsoever will the Company be liable in any way for any content that Users share, publish, display, or transmit with the Platform, including, without limitation, for any infringement of third party’s right, loss or damage of any kind incurred as a result of the use or display or performance of any third party content transmitted, displayed or otherwise made available through the Platform.
11. No Warranty
- THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED (WHETHER BY LAW, STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR ACCURACY OF THE PLATFORM, OR NON-INFRINGEMENT OF APPLICABLE LAWS AND REGULATIONS. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE PLATFORM LIES WITH YOU.
- THE COMPANY MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND ARE FREE OF VIRUSES OR OTHER MALICIOUS COMPUTER CODE, FILES, OR PROGRAMS. THE COMPANY ALSO MAKES NO WARRANTIES THAT RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE.
- IN THE EVENT OF SYSTEMS OR COMMUNICATIONS ERRORS RELATING TO THE PLATFORM RESULTING IN LOSS OF DATA BY YOU OR ANY OTHER DAMAGE TO YOUR DEVICES, THE COMPANY SHALL IN NO WAY BE LIABLE TO YOU. THE COMPANY RESERVES THE RIGHT TO TAKE ANY OTHER ACTION TO CORRECT SUCH ERRORS (IF ANY), BUT THE COMPANY IS NOT REQUIRED TO PROVIDE ANY BACKUP NETWORK AND/OR SYSTEMS OR SIMILAR SERVICES.
- THE COMPANY SHALL NOT BE LIABLE FOR ANY ACTS OR OMISSIONS MADE BY YOUR INTERNET SERVICE PROVIDER OR OTHER THIRD PARTY WITH WHOM YOU HAVE CONTRACTED TO GAIN ACCESS TO THE SERVER THAT HOSTS THE PLATFORM.
12. Limitation of Liability
You agree that you are free to choose whether to use the Platform and do so at your sole option, discretion, and risk.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE OUR PLATFORM, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Governing Jurisdiction
By visiting or using our Platform, you agree that the laws of Israel without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. Any dispute arising under or in relation to these Terms shall be submitted to the competent courts of Tel-Aviv – Yaffo.
14. Changes to These Terms
We reserve the right to change these Terms at any time, without prior notice by posting the revised version of the Terms on the Website and App. If a revision to the Terms is material, the Company will make a notice of such revision on the Website and App. The revised Terms will take effect immediately upon publication by the Company with effect from the revision date noted at the heading of the Terms. If a User does not agree to the revised Terms, he or she should discontinue the use of our Platform, including the holding and use of the Tokens.
15. Termination and Suspension
We may terminate your access to, or use of, the Platform, at any time, without prior notice, at our sole discretion, with or without cause, and without incurring any liability.
The provisions entitled Indemnity, No warranty, Limitation of liability, Governing jurisdiction, General, and Disputes shall survive any expiration or termination of these Terms.
Suspension of Your Access to the Platform
You agree that the Company shall not be liable to you for any permanent or temporary restriction or suspension of your wallet address, or suspension or termination of your access to all or any portion of the Platform.
If you would like to raise any complaint or dispute, we invite you to contact us through the contact details available at the bottom of these Terms. We will attempt to address the dispute without resorting to formal legal proceedings, if possible.
In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against the Company, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to the Company. The Notice of Claim must (i) describe the nature and basis of the claim or dispute, (ii) set forth the specific relief sought, and (iii) include your contact information. The Notice of Claim should be submitted to email@example.com.
After you have provided the Notice of Claim to the Company, the dispute referenced in the Notice of Claim may be submitted by either the Company or you to arbitration. For the avoidance of doubt, the submission of a dispute to the Company for resolution internally and the delivery of a Notice of Claim to the Company are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or the Company shall not be disclosed to the arbitrator.
Class Action Waiver
You and the Company agree that any claims relating to these Terms or to your relationship with the Company as a User of the Platform (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action.
- Non-refund. Unless stated otherwise, and subject to applicable laws, any purchase of products or services from Mercor or with respect to the Platform is final and non-refundable.
- Severability. If any part of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
- No waiver by us of any provision of these Terms shall be construed as a waiver of any preceding or succeeding breach of any condition of these Terms.
- Entire agreement. These Terms, including the documents referred to in the TERMS, constitutes the entire agreement between the parties regarding the use of the Platform and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the TERMS herein.
- Third parties. Unless otherwise expressly stated, nothing in these Terms shall create or confer any rights or any other benefits to third parties.
- Independent parties. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and the Company.
- Force major. The Company will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond the Company’s reasonable control.
- Assignment. You may not assign or transfer any right to use the Platform or any of your rights or obligations under these Terms without prior written consent from the Company, including any right or obligation related to the enforcement of laws or the change of control. The Company may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
18. Contact us
If you have any question, concern, or complaint with relation to these Terms or our Platform, please feel free to address us at firstname.lastname@example.org.