MERCURY COPY TRADING PLATFORM – SOFTWARE LICENSING AGREEMENT

This Mercury Copy Trading Platform Software Licensing Agreement (“Agreement” or “Service Terms”) acts as an agreed upon terms of use between you (“user,” “you”) and MercuryTrade or any other entity authorized by thereof (“Company”, “us” or “we”). You and Company all together hereinafter collectively referred to as “Parties”.

You accept the terms of this Agreement when you start using Mercury Copy Trading Platform (“Mercury Platform”) accessible through our website https://mercurytrade.io/ (“Website”).

This Agreement shall enter into force at the time you first start using the Mercury Platform.

You have read, understood and agree with this Agreement and any provisions thereof.

You should read this Agreement carefully before using the Mercury Platform. By using the Mercury Platform or otherwise indicating your consent, you agree to be bound by this Agreement. If you disagree with any provision of these Agreement or with any provision from the General Terms of Service, you shall cease using the Mercury Platform immediately.

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1.1. Subject of a license. Company established software infrastructure for “Mercury Copy Trading Platform.” Mercury platform is a turn-key solution for Users.

1.2. Licensed intellectual property (IP). Mercury Platform is established on the basis of copyrightable works owned by the Company including all software code in the form of a web platform (“Licensed IP”) and all other intellectual property rights, registered or unregistered.

1.3. Nature of the license. Company hereby grants to the User non-exclusive, non-transferable, non-assignable, non-sub-licensable license to use the Mercury Platform during the term of this Agreement pursuant to the terms and conditions of this Agreement.

1.4. Worldwide license. Company hereby grants to the User a worldwide license, meaning that the User holds full discretion about the territories in which User has right to use the license.

1.5. No right to sublicense. Notwithstanding anything to the contrary stated herein, User has no right to grant sublicenses to any third party unless Company provides its approval in writing. Any approved sublicense is subordinate to and must conform to the terms and conditions of this Agreement and will not include the right to grant further sublicenses.

1.6. Non-transferable. License is personal to the User and shall not be transferred to any third party without Company’s prior written approval.

1.7. Other limitations of license. The license granted herein shall be limited to the express terms set forth herein and shall not include any right of the User to do any of the following acts, each of which is expressly prohibited: (a) use or knowingly permit the use of any of the Licensed IP in any manner or for any purpose not specifically authorized under this Agreement; (b) change, alter, add to, delete from, augment or modify the Licensed IP in any way or mix the Licensed IP with any other unauthorized indicia; (c) sell the Licensed IP to any person or entity for incorporation into another product that has not been properly licensed by the Company; or (d) incorporate or use the Licensed IP in conjunction with the User’s company name, as a trademark of the User, or as a generic name.

1.8. Reservation of rights. Except as expressly provided in this Agreement, User is granted no other rights or licenses whatsoever in or to the Licensed IP or any of Company’s other products, services or other intellectual, proprietary, or personal rights. Company reserves all rights and licenses not expressly granted in this Agreement. In particular, nothing in this Agreement conveys to the User the legal title to any Licensed IP.

1.9. Digital license. For avoidance of doubt, the License shall be digital in nature and shall not include any items or representations that have physical dimensions such as mass or volume.

1.10. Non-restrictive grant. Nothing in this Agreement shall prevent the Company from granting any other licenses and rights (no exclusivity applies) to the User or third parties (other users) other than the User. All rights not specifically granted in this Agreement are expressly reserved by the Company.

2.1. Stakeholders on the platform. The Mercury Platform has two categories of users:

2.2. Traders. Traders are managing their own portfolios of cryptoassets, which they hold at the various crypto exchanges. Each Trader has a profile on the Website, with the relevant information about the Trader’s identity, trading history, profit/loss

2.3. Copy-trading service. The Mercury Platform allows User to automatically copy the trades (buy/sell) made by the Traders, which are listed on the platform (“copy-trading service”).

2.4. The Mercury Platform includes:

2.5. Instructions. The detailed description on how the Mercury Platform works, is in the Appendix 1 to this Agreement.

2.6. The Company will provide the detailed instructions on how to correctly set-up the infrastructure (required crypto exchange accounts, use if API keys). Instructions will be accessible through the Website.

3.1. Deposit of funds. User deposits funds (fiat or crypto) to his/her crypto account, opened at the crypto exchange, which is supported by the Mercury Platform. Deposited funds are precondition to be able to start executing copy trading.

3.2. Full discretion. The amount of deposited funds and deposit/withdrawal transactions are in full User’s discretion.

3.3. No custody. The Company or the Trader will not be in possession of User’s funds at any given moment while using the Mercury Platform. The Company and the Trader do not have any control over User’s funds nor they have any information related to the transactions or balance on the User’s crypto exchange account.

4.1. License fee. User shall pay to the Company a monthly license (subscription) fee to use the copy trading service on the Mercury Platform. License fee is payable for each copy-trading (e.g. User copies two Traders and pays two license fees).

4.1. License fee is payable in USDT.

4.3. Pay to play. Payment of the license fee will trigger the copy-trading service. In case of no payment, copy-trading service will not be executing.

4.4. Subscription. The size of a license fee for each Trader will vary among Traders. Also specific Trader might change the size of a license fee but in no case such change is applicable retroactively. The size of a licensee fee will be visible to a User within the profile information of each Trader, accessible through the Website.

4.4. Subscription. The size of a license fee for each Trader will vary among Traders. Also specific Trader might change the size of a license fee but in no case such change is applicable retroactively. The size of a licensee fee will be visible to a User within the profile information of each Trader, accessible through the Website.

4.5. Monthly advance payments. License Fee is payable monthly in advance. The payment of the License fee for the following month shall be due on the first day of the month. The Mercury Platform may enable option to pay in advance for longer period.

4.6. Payment instructions and notifications. Company will provide to User instructions on how to pay the license fee and will inform the User each time when license fee is due for payment.

4.7. No refund. Once license fee was paid by the User, Company will give no refund in case User ceases to use the copy-trading service. No refund policy also applies in case no trades were executed on the User’s crypto exchange account if there were no sufficient funds or in case User did not follow Company’s instructions on how to set-up the infrastructure.

4.8. Refund. Notwithstanding the no refund policy from the previous paragraph, in case copy-trading service will not be accessible for the reasons on the Company’s or Trader’s side, Company will return to the User proportionate amount of the paid license fee.

5.1. Compliance with the regulation. User is solely responsible to ensure that by using Mercury Platform, User is not breaching any applicable legislation.

5.2. Cooperation. If reasonably requested (e.g. for the purposes of a procedure led by the competent regulator) by the Company, User should without delay provide all the relevant information related to use of the Mercury Platform.

5.3. Material breach. If User is not in full compliance with the obligations stipulated in article 4.1., 4.2. and 4.3. above at all times during the term of this Agreement, Company has the right to terminate the Agreement on the basis of material breach of this Agreement.

5.5. Intellectual property rights. In no event may User remove any copyright or intellectual property notice, proprietary legend, trademark or service mark from any materials.

Company represents and warrants that: (a) Company owns and/or controls the rights granted to the User in this Agreement and the Company has the right to grant such rights and to enter into this Agreement; (b) to the best of its knowledge the Licensed IP does not infringe upon or violate (i) any copyright, patent, trademark, or other proprietary right of a third party or (ii) any applicable law, regulation, or non-proprietary right of a third party; and (c) Company has no knowledge of any claim which, if sustained, would be contrary to Company’s warranties, representations, and obligations contained in this Agreement.

The User acknowledges that: (a) a Company is providing Licensed IP to the User on an “AS IS” basis without warranty of any kind; (b) Company has not prepared or modified the Licensed IP to meet any specific requirements or specifications of the User; (c) Company makes no representations or warranties as to value, use, sale or other exploitation of the Licensed IP by the Company or any third party.

Company shall:

Each Party represents and warrants that: (a) it has the power and authority to enter into this Agreement, and the execution, delivery, and performance of this Agreement and the transactions and other documents contemplated have been authorized by the Parties; and (b) this Agreement has been executed and delivered by each Party, and constitutes a legal, valid, and binding obligation of the Party, fully enforceable against the Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors’ rights, and general equity principles.

10.1. Company is not liable for any financial losses in whatever for, caused to the User, as a result of using Mercury Platform and other Licensed IP. This includes the depreciation of the crypto portfolio value and loss as a result of an unauthorized access to the User’s crypto exchange account.

10.2. Company is not responsible for the consequences of another party accessing and using your Account or your crypto exchange Account due to your fault or negligence. It is your sole responsibility to safeguard these secrets. Company will not be responsible for any funds lost in this manner.

10.3. COMPANY'S LIABILITY TO USER UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY USER TO COMPANY. IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY .

10.4. COMPANY LICENCES, and USER ACCEPTS, THE MERCURY PLATFORM AND OTHER RELATED LICENSED IP “AS IS.” COMPANY PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE MERCURY PLATOFRM AND RELATED LICENSED IP, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE MERCURY PLATFORM AND RELATED LICENSED IP WILL MEET USER'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.

11.1. Terms not governed with this Agreement are governed with General Terms of Service and with other Company’s documents. It is your responsibility to get familiar with the content of these documents.

11.2. Among others, the following provisions stipulated with the General Terms of Service apply to this Agreement:

A Trader opens buy or sell position on the mercury Platform itself. Trader chooses a trading pair (e.g. BTC/USDT), order type and position size, in terms of the % of the total value of trader’s funds. In the next step:

Jack, a user of the mercury Platform, finds Nancy, a very successful Trader, and he wants to make the same profits that she is making. He decides to copy her, and allocates $1000 on his connected Binance account to copying her trades. Jack pays the $20 monthly subscription fee to copy Nancy, and this $20 is split between Nancy and the Mercury platform (depending on Nancy’s rank, whether James is a referred user etc.).

Then, Nancy opens a trade: she buys BTC and chooses 20% as her desired position size. When she does this, 20% of the funds on her own exchange account that she connected to the platform is used to buy this particular asset.

At the same time, 20% of Jack’s funds that he allocated to Nancy - so $200 - is automatically used to open the same trade on Jack’s own exchange account.

If Nancy then closes the trade (i.e. sells the same amount) after BTC goes up by 20%, the same thing happens on Jack’s account, and he makes a profit of $40.