Terms of Service

Last updated: 01/09/2022

Welcome to Merlin Investor! Merlin Investor Inc. (“We,” “Us,” or “Our” ) are pleased to provide you with access to our “Services,” which means, collectively, (i) Our proprietary platform known as “Merlin Investor,” which operates to provide individuals with certain tools and services in order to develop, implement and monitor their financial investment strategies (the “Platform”) (ii) Our website and its related domains, (iii) our mobile application for certain aspects of the Platform, (iv) any email notifications or other mediums, or portions of such mediums, through which you have accessed these Terms of Service, and (v) any information, data, and content viewable on, contained in or downloadable from any of the foregoing (these “Terms”). Capitalized but undefined terms in these Terms will have the meanings ascribed to them in our Privacy Policy.

We update these Terms from time to time. If You have an active subscription to the Platform (i.e. if you are a “Registered User”), then we will alert You of any material changes via a pop-up prior to or while You are accessing your Platform account, or by email, in our discretion. If You are not a Registered User, then Your continued use of Our other Services after we make changes is deemed to be acceptance of all changes, so please check these Terms periodically for updates.

Please read these Terms carefully. You accept these Terms by clicking to accept or agree to these terms (when this option is made available to You), through use of Our Services, or by continuing to use Our Services after being notified of a change to these Terms. If You do not agree with these Terms, or any portion of these Terms (including any portion of Our Privacy Policy), you must not access or use Our Services.

PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.

WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SERVICES (IN WHOLE OR IN PART) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE SERVICES WILL REFLECT POORLY ON US, OUR SERVICES OR OUR GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF THE SERVICES TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.

Table of Contents:

Description of Our Services; Limitations
Use of Our Services
Our Mobile Application
Termination
Fees and Payment
Third-Party Materials
Ownership and Licenses
Privacy
User Generated Content
Consent to Electronic Communication
Linking to Our Mobile Services and Social Media Features
Indemnification
Disclaimers
Limitations on Liability
Our Remedies
Legal Disputes
Miscellaneous
Contact Information

DESCRIPTION OF OUR SERVICES; LIMITATIONS.

Our Services operate to facilitate Your development, implementation and monitoring of Your financial investment strategies. However, all tools, content and other materials available via Our Services, including any output resulting from Your use thereof, are for illustrative and informational purposes only, and Our Services are not intended to, nor will they be deemed to provide, any investment advice. We are not regulated by the Securities Exchange Commission or any other regulatory authority and do not provide any regulated services. Our Services do not constitute any form of advice, recommendation, endorsement or arrangement. All information, analysis and other materials made available to You via the Services should not be interpreted as a recommendation to buy, sell, or hold any other security, financial product, goods or other investment assets (including, without limitation, commodities, luxury goods and/or real estate). The Services do not in whole or in part provide tax, legal or investment advice or opinion regarding the suitability, value or profitability of any particular security, portfolio or investment strategy. You should obtain independent advice before making any such decision from your financial adviser, tax adviser or attorney. Your use of the Services is at Your sole and exclusive risk. Use of Our Services is not a replacement for personal, professional advice or assistance regarding your finances.

Our Services may assist You by presenting certain forecasts and projections including, income need, expense projection and investment growth calculations. Our Services and all information, materials and other content available thereon are presented in a summary fashion and are intended to be used for informational and forecasting purposes based upon Your Materials (as defined below), assumptions provided by You (or us based upon default settings) and/or historical market data. We do not have any control over Your use of Our Services and all information, materials and other content available thereon. You should not use any information, materials or other content available on or through Our Services without validating the results through independent research, obtaining up-to-date information and considering Your particular financial situation. We do not recommend, guarantee, or represent that Our Services or any such content will predict the future performance of assets, investments or insurance products of any kind. Moreover, we do not warrant the performance or results that may be obtained by the use of any of the foregoing. WE ARE NOT ENGAGED IN RENDERING TAX, LEGAL, INVESTMENT, FINANCIAL OR RISK MANAGEMENT ADVICE, AND THE RESULTS OF USE OF OUR SERVICES AND ANY SUCH CONTENT MUST NOT BE REGARDED OR REPRESENTED AS CONSTITUTING SUCH ADVICE. PRIOR INVESTMENT PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. AS SUCH, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF ANY FORECASTS AND/OR PROJECTIONS GENERATED BY OUR SERVICES.

Please carefully review Sections 13 and 14 below for important disclaimers and limitations on Our liability to which you are agreeing by using our Services.

USE OF OUR SERVICES.

General. You acknowledge that these Terms are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use or interact with our Services. You represent and warrant that you have the capacity to be bound by these Terms.

Age Restriction. Our Services are available only to individuals who are eighteen (18) years of age or older. If you do not meet this age requirement, you may not use the Services.

Permitted Use; Restrictions. You may access and use Our Services solely to facilitate Your development, implementation and monitoring of Your financial investment strategy, and at all times in accordance with the conditions and limitations set forth in these Terms and any Services documentation (“Permitted Use”). You may not use all or any part of Our Services for any commercial purpose. You will not, and will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services and/or any related software, documentation or data (collectively, “Technology”); (ii) modify, translate, or create derivative works of, from or otherwise based on the Services or any Technology, in whole or in part; (iii) access and/or use the Services for timesharing or reselling purposes or otherwise for the benefit of a third party (other than expressly authorized by the Permitted Use); (iv) upload to or otherwise use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) upload to or otherwise use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example (but not by way of limitation), viruses, worms, time bombs and Trojan horses); (vi) interfere with or disrupt the integrity or performance of the Services or any Technology (in whole or in part); (vii) attempt to gain unauthorized access to the Services, the Technology or any of their related systems or networks, or access or use the Services other than through the use of Your own then valid Access Credentials (as defined below); (viii) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Services (including any Technology); (x) access the Services and/or the Technology (in whole or in part) in order to build a competitive product or service; (xi) remove any proprietary notices or labels of or from the Services or the Technology; (xii) access or use the Services in any way that violates these Terms, any third-party rights, or any Laws (as defined below), including, without limitation, anti-spam, export control, privacy, or anti-terrorism laws and regulations; (xiii) use the Services (in whole or in part), or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise harassing, abusive, objectionable or offensive; (xiv) provide false or inaccurate information when registering an account on Us, using the Services or communicating with other Registered Users; or (xiv) attempt to re-register with Us if we have terminated Your account for any or no reason or terminate your registration and re-register in order to prevent a review from being associated with Your account.

Content on Our Services. You may not copy, modify or otherwise make derivative works of any content made available on or through Our Services except as set forth in this Section. You are permitted to print and download limited extracts from the Platform for Your own personal use provided that: (i) no documents or related graphics on the Platform are modified in any way; (ii) no graphics on the Platform are used separately from corresponding text; and (z) Our copyright and trademark notices appear in all copies. Our status (and that of any identifying contributors) as the authors of any material on the Platform must always be acknowledged.

Access Credentials. You may be issued a username, identification number, password, link, or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use our Services (“Access Credentials”). If You are a subscriber to the Platform, We encourage You to use strong Access Credentials (i.e., in the case of a password, one that is long, uses a mix of letters (upper and lower case), numbers and symbols, has no ties to Your personal information, and no dictionary words) even if Our Services permit simple Access Credentials. You have and will retain sole responsibility for the security and use of all Access Credentials, including for any losses that You or any third party may suffer as a result of the authorized or unauthorized use of any Access Credentials by any third party. We reserve the right to disable any Access Credentials at any time in Our discretion for any or no reason, including (without limitation) if, in Our opinion, You or any of Your Authorized Users (if applicable) has violated any provision of these Terms.

User Profiles. The Platform may permit You to establish one or more account profiles for Your dependents or other members of Your family. If You exercise this feature, then You represent and warrant that you have the requisite authority to provide all information, content and other materials in respect of such dependents or other members of Your family. All such information, content and other materials will constitute Your Materials for purposes of these Terms.

Your Materials. You will ensure (and represent, warrant and covenant) that any information, content or other materials provided by You to Us on or otherwise as a result of Your use of the Services (collectively, “Your Materials”), as well as Your activities in connection with, use of or access to the Services, are accurate, complete and do not and will not violate any applicable laws, rules, regulations or orders having the force of law (collectively, “Laws”) or infringe on a third party’s intellectual property or other rights. Without limiting the generality of the foregoing, if Your Materials include any personal information of individuals, You will ensure that Your collection and submission to the Services of the same, and Your and Our use and storage of the same as contemplated by these Terms does not violate any third party rights, and otherwise complies with Laws, including, without limitation, any Laws relating to the consent of or disclosure to consumers with respect to the collection, use or disclosure of such information as contemplated by these Terms. If We receive information indicating or otherwise reasonably believe that all or any portion of any Your Materials may violate Laws, any third-party rights or otherwise could reflect poorly on Us or negatively impair Our goodwill (in each case, in Our sole and absolute discretion), We may so notify You and, if You fail to remove or modify the relevant portion of Your Materials from the Services within two business days, We may delete the relevant portion of Your Materials from the such Services. Under no circumstances will We be liable in any way for any: (i) of Your Materials transmitted or viewed while using the Services; (ii) errors or omissions in Your Materials; or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any of Your Materials. By providing us with Your Materials, You thereby grant us a worldwide, royalty-free, irrevocable, transferable right and license to use such materials for any purpose in the course of providing Our Services to You and as otherwise set forth in these Terms.

Your Systems. You are responsible for: (i) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use our Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Your Systems”); (ii) maintaining the security of all of Your Systems; and (iii) all uses of Your account(s) or Your Systems. You acknowledge and agree that failure to obtain and maintain Your Systems and otherwise meet any applicable technical requirements of or relating to our Services may cause the Services to (in whole or in part) be unavailable, or function ineffectively or inappropriately. We will in no event be responsible for any downtime, losses, failures or liabilities that arise as a result of Your failure comply with the requirements set forth in this Section. You acknowledge that use of our Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.

Territorial Restrictions. We control and operate our Services from the United States and We make no representations or warranties that the information, products, or services provided through our Services, are appropriate for access or use in other jurisdictions. You are not permitted to access or use Our Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject Us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of Our Services or the provision of any related content, information or materials to any person, geographic area, or jurisdiction, at any time and in Our sole and absolute discretion.

No Data Backup. Notwithstanding any data back up and retention procedures that We may adopt from time to time, We are not responsible for backing up Your Materials, including any account Information or other type of data attributed to your use of the Services. YOU EXPRESSLY AGREE TO ASSUME THE SOLE RISK OF BACKING UP ALL OF YOUR MATERIALS, INCLUDING YOUR ACCOUNT INFORMATION AND OTHER DATA ATTRIBUTED TO YOUR USE OF OUR SERVICES AND EXPRESSLY AGREE THAT WE WILL HAVE NO LIABILITY WITH RESPECT TO ANY LOSS OF SUCH DATA.

OUR MOBILE APPLICATION. Aspects of our Services include access and other capabilities in connection with or otherwise relating to our mobile application(s) (collectively, “App Services”). Currently, we expect to make Our App Services available only to Registered Users. Please note that Our App Services may not contain or permit all features and/or functionalities associated with other parts of Our Services, including the Platform.

Certain Acknowledgements. By using Our App Services, You: (i) acknowledge that these Terms are between You and Us and not with Apple, Inc., Google, Inc. or any other third-party; (ii) agree not to use or manipulate our App Services on Your mobile device while driving or operating any other heavy machinery; (iii) acknowledge that certain parts of our App Services may require phone service, data access or text messaging capability. Except as otherwise noted, carrier rates for phone, data and text messaging will apply; and (iv) acknowledge that We may, in our sole discretion and at any time, change, suspend, remove or disable access to content or other materials comprising part of Our App Services at any time without notice. In no event will We be liable for making these changes. We may also impose limits on the use or access of certain features or portions of our App Services, in any case without notice or liability.

Scope of License. Any App Services made available by Us to You are licensed, not sold, to you. Your license to the App Services is subject to Your prior acceptance of these Terms and You agree that these Terms will apply to the App Services that You license. We reserve all rights in and to any App Services not expressly granted to You under these Terms. The license granted to You for any App Services is a limited, non-exclusive and nontransferable license to: (i) download, install and use the App Services for Your personal, non-commercial use on a single, compatible mobile device that You own or control (“Mobile Device”), as permitted by these Terms and subject to any additional rules and restrictions imposed upon you by third parties, such as rules and restrictions imposed by Your mobile device provider and Your mobile application store provider (“Third-Party Rules”); and (ii) access, stream, download and use on such Mobile Device and Our products or services made available in or otherwise accessible through the App Services, strictly in accordance with these Terms. For the avoidance of doubt, this license does not allow You to use any App Services on any Mobile Device that You do not own or control, and You may not distribute or make any App Services available over a network where it could be used by multiple devices at the same time. If You sell or otherwise transfer Your Mobile Device to a third party, you must remove any App Services from the Mobile Device before doing so.

Updates. We may, at any time and from time to time with or without notice to You, in our sole discretion develop and provide App Services updates, which may include upgrades, bug fixes, patches and other error corrections or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (i) the Application will automatically download and install all available Updates; or (ii) You may receive notice of or be prompted to download and install available Updates. You must promptly download and install all Updates and acknowledge and agree that the App Services or portions of such App Services may not properly operate should you fail to do so. The terms of this license will govern any Updates, unless such Update is accompanied by a separate license in which case the terms of that license will govern.

TERMINATION. You may terminate Your use of Our Services at any time, provided that if You are a Registered User that has purchased a paid subscription, any fees prepaid by You will be non-refundable as set forth below. We reserve the right, in Our sole discretion, to immediately terminate Your access to all or part of the Services, to remove Your profile and/or any content posted by or about You from the Services, and/or to terminate your account with Us, with or without notice for any reason or no reason in Our sole discretion, including, without limitation, if We determine that You are not eligible to use the Services, have violated these Terms, are not suitable for participation as a Registered User, or have mis-used or mis-appropriated our Services (in whole or in part, and including any content made available thereon), including, but not limited to, use on a “mirrored,” competitive, or third-party site. Upon termination, We will be under no obligation to provide You with a copy of Your Materials, or any content or other outputs that result from and reside Your Platform account profile. If we terminate Your registration, we have no obligation to notify You of the reason, if any, for Your termination.

FEES AND PAYMENT. In order to utilize certain portions of the Services (including, for example, the Platform), we may require that certain Registered Users pay Us either a recurring subscription, one-time, or other fees. In addition, such Registered Users will be responsible for any state or local sales taxes associated with the Services purchased.

Billing and Payment. If You sign up for a paid membership subscription, or for Services that otherwise require a recurring fee, You agree to pay Us all charges associated with the subscription, Services, or product you choose, as applicable, and as described on the Services at the time you submit your payment information. You also authorize Us, or a third-party payment processor that works on Our behalf, to charge Your chosen payment method according to the terms of Your chosen subscription, Services, or product, as applicable. We reserve the right to correct any errors or mistakes that We make even if We have already requested or received payment.

Automatic Subscription Renewal and Cancellation.

ALL PAID MEMBERSHIP SUBSCRIPTIONS AND RECURRING FEE-BASED SERVICES OR PRODUCTS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY THE USER. FOR PAID MEMBERSHIP SUBSCRIPTIONS, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR CHOSEN TERM PERIOD FOR AN ADDITIONAL EQUIVALENT PERIOD AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED. IF YOU CHOOSE AN ANNUAL SUBSCRIPTION TERM, THEN YOU AKNOWLEDGE AND AGREE THAT WE WILL BILL YOU (AND YOU WILL PAY) THE FULL AMOUNT OF THE MONTHLY FEE FOR THE ENTIRE SUBSCRIPTION TERM AT THE TIME YOU PURCHASE YOUR SUBSCRIPTION. WHILE WE MAY OFFER ANNUAL SUBSCRIPTIONS AT A DISCOUNT, YOU ACKNOWLEDGE AND AGREE THAT ANY PREPAID FEES ARE NON-REFUNDABLE AND NOTWITHSTANDING TERMINATION OF YOUR SUBSCRIPTION FOR ANY REASON. FOR OTHER SERVICES OR PRODUCTS WITH RECURRING FEES, YOU WILL BE CHARGED THE FEE ASSOCIATED WITH SUCH PRODUCT OR SERVICE AT THE INTERVAL SPECIFIED AT THE TIME OF PURCHASE, UNTIL YOU EXPRESSLY CANCEL THE SERVICE OR PRODUCT.

You may cancel our update Your paid membership subscription at any time by following the instructions on Your account settings page. If You cancel a paid subscription, You typically will be permitted to use Your subscription until the end of your then-current subscription term. Your paid subscription will not be renewed after Your then-current term expires.

Freemium Subscriptions. We may from time to time make all or certain portions of our Services available at no charge (“Freemium Subscriptions”). If You register for one or more Freemium Subscriptions, You acknowledge and agree that You may have limited access to the Services and/or features thereof.

No Refunds. Except as We may otherwise agree in writing, all payments for subscriptions, services or products made on or through the Services are non-refundable, and there are no refunds or credits for unused or partially used subscriptions, services or products, even if You cancel your membership or a subscription, service, or product in the middle of a term.

THIRD-PARTY MATERIALS.

Third-Party Services. You acknowledge and agree that: (i) one or more of the functionalities or services available on or via the Services may made available by third parties (“Third-Party Service Providers” and such functionalities or services, “Third-Party Services”);

(ii) certain aspects of the Services rely on API integration for certain features and functions, but that API integration has its own inherent level of unpredictability and inconsistency that is out of Our control, and that as such We will have no liability for downtime of any Services caused by API integration failures; (iii) Third-Party Service Providers may impose restrictions on use of the particular Third-Party Service, in addition to other terms and conditions, including without limitation, those set forth in any applicable terms and conditions agreed to by or otherwise made available to You (collectively, “Third-Party Requirements”). For example, with reference to YouTube contents available via API, you agree to be bound by the YouTube Terms of Service, along with the YouTube Terms of Service (ToS); (iv) You are solely responsible for compliance with, and will ensure that You and all Authorized Users comply with, all Third-Party Requirements; and (v) We may at any time terminate and/or discontinue any Third-Party Services, including as a result of termination of Our relationship with the applicable Third-Party Service Provider, provided that We will endeavor to provide You with advance written notice of any such termination or discontinuation if possible.

Links to Third-Party Sites or Content. Links from the Services to external sites or inclusion of advertisements and other third-party content on the Services, do not constitute an endorsement by Us of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such third-party content, but are for Our users’ reference and convenience. We do not control third-party sites or content, and as a result are not and will not be responsible for them. Such sites and content are governed by their respective owners’ terms of use and privacy policies, and not these Terms (including Our Privacy Policy). We expressly disclaim any liability derived from the use and/or viewing of such links or content that may appear on the Services, and You hereby agree to hold Us harmless from any liability that may result from the use of such links or content.

OWNERSHIP AND LICENSES.

Ownership. You will own all right, title and interest in and to Your Materials. We or Our licensors will own and retain all right, title and interest in and to the following (collectively, “Our Property”): (i) the Services, including the Platform, the Technology, and all improvements, enhancements or modifications to any of the foregoing; (ii) any work product, including any software, applications, inventions or other technology or intellectual property developed, authored and/or reduced to practice in connection with the Services (“Results”); (iii) the “Merlin Investor” name, brand, marks and other similar intellectual property; (iv) any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the subject matter of these Terms (collectively, “Feedback”); (v) any and all performance data, test or evaluation results, or other metrics derived from the Services, including the Platform and Aggregated Data (as defined below); and (f) all intellectual property rights related to any of the foregoing. We expressly reserve all other rights in and to the foregoing. During and after the term of Your use of Our Services, each of You and We will cooperate with the other to do any and all things which reasonably necessary or desirable to establish, maintain, protect and enforce Our or Your exclusive ownership of the property identified in this Section.

Use of Data. Notwithstanding anything to the contrary, and to the extent not prohibited by Law, We will have the right to collect and analyze Your Materials and other information relating to the provision, use and performance of various aspects of the Services (including the Platform and Technology, and including, without limitation, Your Materials and data derived therefrom), and will be free (during and after the term of Your use of Our Services) to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, including the Platform, the Technology and/or Our other product or service offerings; and (ii) use and disclose such information and data solely in aggregate or other de- identified form in connection with Our business without disclosing Your identity, or the identity of any of Your individual Authorized Users (“Aggregated Data”). No rights or licenses are granted except as expressly set forth herein.

Feedback. Any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Us (whether alone or together with You or any other third party or parties) arising out of or relating to Feedback are and will remain Our sole and exclusive property.

PRIVACY. We use Your Materials as set forth in our Privacy Policy. Our Privacy Policy is hereby incorporated into these Terms by reference.

USER GENERATED CONTENT. Certain aspects of our Services may permit You and other users of our Services to chat, share or otherwise share or display with one another certain information, materials or other content (collectively, “User Generated Content”).

We Do Not Endorse User Generated Content. We are not involved in the preparation or actual transmission of User Generated Content. As a result, We do not approve or endorse User Generated Content, and You acknowledge and agree that we (i) have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Generated Content posted by you or any other person or entity; and (ii) will have no liability to you as a result of your submission or posting, access or use of, or reliance on, such User Generated Content. User Generated Content posted by other users may be inaccurate. Additionally, you may find User Generated Content posted by other users to be offensive, harmful, indecent, or deceptive. Please use caution and common sense, and do not rely solely on User Generated Content. Although we do not regularly review User Generated Content, we may, in our sole discretion and at any time, remove or edit any User Generated Content. You acknowledge and understand that we are under no obligation to enforce these Terms on your behalf against another user. Opinions, advice, statements, offers, or other information included in any User Generated Content, but not directly by Us, are those of their respective authors, who/which are solely responsible for such User Generated Content.

Your Materials May Expose You to Liability. You acknowledge that Your Materials may expose You to liability. For example, but not by way of limitation, You may be exposed to liability if Your Materials contain material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any Laws.

Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable Law.

Notification. If you believe any materials accessible on or from Our Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA“), Your written notice (the “DMCA Notice“) must include substantially the following:

Your physical or electronic signature.
Identification of the copyrighted work You believe to have been infringed or, if the claim involves multiple works on Our Services, a representative list of such works.
Identification of the material You believe to be infringing in a sufficiently precise manner to allow Us to locate that material.
Adequate information by which We can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement that You have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that You are authorized to act on behalf of the copyright owner.

If You fail to comply with all of the requirements of the DMCA, Your DMCA Notice may not be effective. Additionally, please be aware that, if You knowingly materially misrepresent that material or activity on Our Services is infringing Your copyright, You may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures. If You believe that material You posted on Our Services was removed or access to it was disabled by mistake or misidentification, You may file a counter-notification with Us (a “Counter-Notice“) by submitting written notification to our Copyright Agent. Pursuant to the DMCA, a Counter-Notice must include substantially the following:

Your physical or electronic signature.
An 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 disabled.
Adequate information by which We can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement under penalty of perjury by You that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that You will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which Our Services may be found) and that You will accept service from the person (or an agent of that person) who provided Our Services with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Merlin Investor Inc – Legal Department

c/o Gunster, Yoakley & Stewart, P.A.

777 S. Flagler Drive, Suite 500 East

West Palm Beach, FL 33401

legal@merlininvestor.com

CONSENT TO ELECTRONIC COMMUNICATION. By using the Services, you agree to allow Us to communicate with You electronically, and You consent to electronic delivery of notices, documents, and other materials from Us or the Services, via the Platform or e-mail. If You are a Registered User, You also agree to check your account for alerts and messages, and the e-mail account reflected on your account on a reasonably regular basis to stay apprised of important notices and information about your account.

LINKING TO OUR SERVICES AND SOCIAL MEDIA FEATURES

You may link to certain portions of Our Services (such as Our website), provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part without Our prior written consent.

Our Services may provide certain social media features that enable You to: link from your own or certain third-party websites to certain content available on Our Services; send e-mails or other communications with certain content, or links to certain content available on Our Services; or cause limited portions of content on available on Our Services to be displayed or appear to be displayed on Your own or certain third-party websites. You may use these features solely as they are provided by Us, solely with respect to the content with which they are displayed, and otherwise in accordance with these Terms and any additional terms and conditions that We may provide with respect to such features. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by You; (ii) use Our Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any website; or (iii) otherwise take any action with respect to the materials on available on Our Services that is inconsistent with any other provision of these Terms.

Any website from which You are linking, or on which you make certain content accessible, must comply in all respects with these Terms.You agree to cooperate with Us in causing any unauthorized framing or linking to immediately cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

INDEMNIFICATION. You will indemnify, defend and hold Us harmless from and against any and all claims, losses, damages, judgments, liabilities costs, and expenses (including attorneys’ fees and the costs of enforcing this provision and of pursuing any insurance providers) arising from or relating to: (i) any of Your Materials, including any use, disclosure or storage of the same by Us or on Our behalf in accordance with these Terms; (ii) Your failure to comply with any applicable Laws, or any of Your other obligations, covenants, representations and warranties set forth in these Terms; or (iii) Your access or use of the Services, in whole or in part, including any investment or other decision made by You as a result of or otherwise in connection with Your use of the Services (in whole or in part).

DISCLAIMERS. OUR SERVICES (INCLUDING THE TECHNOLOGY AND ALL CONTENT INCLUDED THEREON) ARE PROVIDED “AS IS” AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME. Without limiting the generality of the foregoing:

You acknowledge that all or a portion of the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third-party providers, or because of other causes beyond Our reasonable control. We will use commercially reasonable efforts to provide notice in of any scheduled service disruption and to reinstate the affected Services. HOWEVER, WE DO NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY THAT THE SERVICES (IN WHOLE OR IN PART) WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY PARTIUCLAR RESULT, INCLUDING YOUR COMPLIANCE WITH ANY APPLICABLE LAWS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

WE DO NOT: (i) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES AND HEREBY EXPRESSLY DISCLAIM ANY LIABILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT; OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN US. ALL CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES IS PROVIDED FOR YOUR INFORMATIONAL PURPOSES ONLY. THIS INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL WE BE LIABLE IN ANY WAY WITH REGARD TO SUCH INFORMATION. YOUR USE OF SUCH INFORMATION MUST IN ALL CASES COMPLY WITH ALL APPLICABLE LAWS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUR SERVICES, OUR CONTENT, USER GENERATED CONTENT, OR OTHERWISE AVAILABLE THROUGH OUR SERVICES WILL CREATE ANY WARRANTY REGARDING US OR ANY OF OUR SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU USE OUR SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN OUR CONTENT, USER GENERATED CONTENT, OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES, AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO OUR SERVICES, YOUR DEALINGS WITH ANY THIRD PARTY, AND YOUR USE OF OUR CONTENT, USER GENERATED CONTENT, OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR FINANCIAL ASSETS, AND ANY COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH OUR SERVICES), OR THE LOSS THEREOF OR OF ANY DATA THAT MAY RESULT FROM THE USE OF OUR SERVICES OR THE USE OF ANY OF OUR CONTENT, USER GENERATED CONTENT OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES.

ALL THIRD-PARTY SERVICES INCLUDED IN THE SERVICES ARE PROVIDED “AS IS” AND SUBJECT TO ANY APPLICABLE THIRD-PARTY SERVICE PROVIDER TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY SERVICE PROVIDER.

LIMITATIONS ON LIABILITY.

IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE PROVISION OF OUR SERVICES TO UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PLATFORM; (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF YOUR FINANCIAL ASSETS, DATA, OR A BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL WE OR ANY OF OUR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES OR ANY AGREEMENT OR RELATIONSHIP FORMED AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, FINANCIAL LOSS, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT AVAILABLE BY OR AS A RESULT OF YOUR USE OF OUR SERVICES.

IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF OURS AND OUR LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THESE TERMS DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF YOU HAVE NOT PAID US FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to You, some or all of the above disclaimers, exclusions or limitations may not apply to You. In the event that the foregoing is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.

OUR REMEDIES. You acknowledge that We may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by You, We will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that (notwithstanding Section 16 below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Palm Beach County, Florida, or the United States District Court, Southern District of Florida, West Palm Beach Division. You consent to personal jurisdiction over You by such court and to the exclusive jurisdiction of such court, and waive any objection to the laying of venue of any such action or proceeding in such court.

LEGAL DISPUTES. You and We agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of these Terms or to Our Services will be resolved in accordance with the provisions set forth in this “Legal Disputes” section. Please read this “Legal Disputes” section carefully. It affects Your rights and will have a substantial impact on how claims You and We have against each other are resolved.

Applicable Law. These Terms are governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles. You agree that Our Services will be deemed: (i) based solely in the State of Florida; and (ii) a passive service that does not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Florida.

Agreement to Arbitrate. Any civil action, claim, dispute or proceeding arising out of or relating to this or any previous version of these Terms, Your use of or access to our Services, including any content thereon (except for an injunctive action regarding a breach or threatened breach of any provision of these Terms by you as provided above) will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. You and We agree that the arbitrator will apply the terms of these Terms as a court would.

The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, and to arbitrate any part of these Terms, including any claim that all or any part of this section or these Terms is void or voidable.

The arbitration will be conducted by the American Arbitration Association (the “AAA”) exclusively in Palm Beach County, Florida, under the AAA’s rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this section. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org.

You and We will select the arbitrator, and if You and We are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited U.S. $1,000 with the arbitrator for the arbitrator’s fees and costs. The party requesting arbitration will advance such sums as are required from time to time by the arbitrator to pay the arbitrator’s fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.

The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories.

The arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.

Judgment on any award rendered by the arbitrator is final, binding and conclusive on You and us and Your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Palm Beach County, Florida.

With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. THEREFORE, YOU DO NOT HAVE THE OPPORTUNITY TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS AND YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. BY USING OUR SERVICES, YOU CONSENT TO THESE RESTRICTIONS.

Judicial Forum for Legal Disputes. Unless you and we agree otherwise in writing, in the event that any provision of this section is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Palm Beach County, Florida. You and we will submit to the personal jurisdiction of the courts located within Palm Beach County, Florida for the purpose of litigating all such claims or disputes.

MISCELLANEOUS. You may not assign these Terms or Your rights to use all or any portion of Our Services without Our prior written consent. No delay or omission by Us to exercise any right or power under these Terms will impair any such right or power or be construed as a waiver thereof. A waiver by Us in any one instance of any of the covenants, conditions or agreements to be performed by You will not be construed as a waiver with respect to any succeeding instance in which the same provision may apply. We may update, amend or change these Terms at any time, and if You have an active subscription to the Platform, we will notify You of any material changes via a pop-up prior to or while you are accessing your Platform account, or by email. Your continued access and use of the Services following any changes will automatically be deemed Your acceptance of all updates, changes and/or amendments. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and will not limit or otherwise affect in any way its meaning or interpretation. These Terms are for the sole benefit of the parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Terms. If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of these Terms, which will remain in full force and effect. These Terms represent the entire understanding and agreement between Us and You with respect to the subject matter hereof, and supersede all other negotiations, understandings and representations (if any) made by and between such parties, whether orally or in writing.

CONTACT INFORMATION. If you have any questions or need further information as to the Services, please contact us via email at: legal@merlininvestor.com

Merlin Investor

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