MercuryVote Terms and Conditions
Effective date: April 24, 2024
MercuryVote, Inc. provides you with access to our marketplace platform and related information through our website (located at http://mercuryvote.com) (the "Platform"), subject to the following terms and conditions (the "Terms"), which may be revised and updated by us with or without notice to you.
Please read these terms and conditions carefully before using our Service.
1. Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Buyers refers to the buyers of shareholder's voting right using our Platform.
Country refers to: New York, United States
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to MercuryVote Inc. , 1 East-Loop Road.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Party (referred to as the Party or the Parties) refers to the Users and the Company
Service refers to the Website.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to MercuryVote, accessible from https://www.mercuryvote.com/
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
2. Acknowledgment
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that You are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Service and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
3. Account Registration and Transactions
To create an account on MercuryVote, you must be at least 18 years old and a shareholder of a publicly traded company or an authorized institutional buyer. You are required to provide accurate and complete registration information, including your full legal name and a valid email address. You are responsible for updating this information as necessary to keep it current.
You are responsible for maintaining the confidentiality of your account and password and for all activities that occur under your account. Mercury Vote reserves the right to verify your identity and eligibility, and to suspend or terminate accounts that do not comply with our policies.
4. Selling Voting Rights
Shareholders are permitted to offer their voting rights for sale on the platform, adhering to relevant laws. When listing voting rights, it is essential to provide an accurate description of the vote count and establish clear terms. All sales must be conducted via the platform, and sellers are liable for any taxes incurred from these transactions. By signing up, you agree to receive essential communications from MercuryVote regarding your account and transaction activities.
5. No solicitation or Advice
You agree and acknowledge that the content and information on the Platform are provided for informational purposes only and are not intended to serve as: 1) an offer, endorsement, or solicitation for the purchase or sale of any securities, commodities, or financial instruments; 2) a recommendation or encouragement to engage in any specific trading strategies; 3) an invitation to act as a proxy; or 4) professional advice in financial, legal, or other expert areas.
The material available on the Platform should not be used as a basis for financial advice. We are not financial advisors and we strongly advise consulting with professionals for specific guidance.
6. Vote Auctions and marketplace
Shareholders seeking to sell their verified votes may list their votes for sale in these auctions, which may be found on our Service. When you offer your votes in a shareholder vote auction, you agree to combine your voting rights for that company meeting with those of other shareholders who have similar rights.
The auction works as a batch price auction, where Buyers may submit bids for the entire batch. In a batch price auction, multiple items are sold simultaneously with all winning bidders paying the same price. This common price is set at the highest bid that did not win any items. This auction format is used to ensure a fair pricing mechanism where the price reflects the highest bid that all successful bidders exceeded. The exact terms of the auction may change over time. Once votes are listed for sale or bids are placed in a vote auction, these commitments cannot be withdrawn or canceled. Each auction remains open for new votes and bids until it closes, which is typically 24 hours before the shareholder meeting. After the auction closes, the highest bidder gains all the voting rights in that batch and can use them on the Service up until the shareholder meeting or any set deadline. Following the conclusion of the shareholder meeting, those who contributed their votes to the batch will receive their proportionate share of the winning bid, minus any fees.
7. Exchange of Voting Rights
Trades conducted through the Service are not considered final until the corresponding shareholder meeting has concluded, the auction has ended, and we have verified the voting rights or final vote submissions. Once you list votes for sale in a shareholder vote auction on the Platform, you are prohibited from canceling the transaction, selling or attempting to sell those voting rights (or proxies) to another user or any third party (whether on or off the Platform), and from casting or attempting to cast the votes before, during, or after the shareholder meeting.
When you sell your voting rights on the Platform, you are transferring your voting power to a substitute proxy chosen by the buyer. MercuryVote solely oversees the confirmation and exchange of voting rights, proxy authorization, cash balances, and voting data among users. We impose a commission for each transaction, which varies according to the transaction's value and type, as outlined in our fee schedule available at http://mercuryvote.com/pricing.
MercuryVote also retains the authority to limit trading of certain assets or impose restrictions on certain users at its discretion to ensure market stability or for other purposes.
You acknowledge the risk of Platform outages, during which you may not access your assets, place bids, or cast votes. You also agree to avoid fraudulent activities and market manipulation, such as placing orders with the intent to cancel them to avoid execution, using misleading communications to influence market participants, overwhelming the Platform's systems, or engaging in practices that cause undue market volatility.
MercuryVote may reverse transactions as needed. We use our records to identify and mitigate fraudulent activities associated with voting rights. In cases of fraud, funds from the original sale may be seized from the seller and transferred to the rightful owner of the voting rights. Fees may apply for these audit services, and users found violating our Terms may face account suspension or termination.
8. Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
9. Intellectual Property
The User acknowledges that all intellectual property rights in the Platform and its content belong to MercuryVote or its licensors. Nothing in this Agreement grants the User any rights to the Platform other than as necessary to use the Services.
10. Termination
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions. You may also terminate your access by deleting your account and discontiuing Your use of the Platform.
Upon termination, Your right to use the Service will cease immediately.
11. Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
12. "AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
13. Indemnification
You agree to defend, indemnify, and hold harmless MercuryVote and its related parties— including affiliates, licensors, service providers, officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns—from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to your violation of these Terms, your use of the Platform, or your breach of any laws or regulations.
14. Limitation of Liability
Neither MercuryVote, nor any of its affiliates, directors, officers or employees, nor its successors or assigns, nor any third-party vendors will be liable or have any responsibility of any kind for any loss or damage that you incur, arising from any failure or interruption of the Platform, or resulting from the act or omission of any other party involved in making the Platform, the data and content contained herein or the products or services offered on the Platform available to you, or from any other cause relating to your access to, inability to access, or use of the Platform or the content contained herein, whether or not the circumstances giving rise to such cause may have been within the control of MercuryVote.
15. Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.
16. Disputes Resolution
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms, the Parties agree to first attempt to negotiate any Dispute informally for at least sixty (60) days before initiating arbitration. Such negotiations commence upon written notice from one Party to the other Party. If the parties are unsuccessful, any dispute arising from or relating to these Terms or your use of the Platform, shall be exclusively settled by binding arbitration administered under the Rules of Arbitration by the American Arbitration Association.
17. For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which You are resident.
18. United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
19. Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
20. Translation Interpretation
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
21. Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
• By email: mathieu.kiriakos@mercuryvote.com