Merv Capital Ltd Terms of Use
Last revised: 21 of April 2025
These Merv Capital Ltd Terms of Use (hereinafter – the “Terms of Use”) apply to and govern
your permitted users’ access to and use of the Polygon blockchain – based application (the –
“Platform”) and the services and tools made available on the Platform (collectively, the
“Services”).
These Terms form the agreement between Merv Capital Ltd, a BVI-based company
(“Company” “we”, “us”, “our”) and you as a physical person or the legal entity which you
represent (“you” or “your”), and constitute a binding legal agreement.
Please read these Terms of Use carefully, as they govern your use of our Services, and expressly
cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to
such use. By clicking “I Agree” to the Terms of Use or using the Services, you accept and agree
to be bound by and to comply with these Terms of Use. If you do not agree to these Terms of
Use, you must not access or use our Services.
1. DEFINITIONS
For clarity and understanding, the terms listed below shall have the following meaning:
“Account” – a user account assigned to you after completion of the registration procedure,
available via http://merv.fi/.
“Affiliate” means, concerning a party to these Terms of Use, any legal entity that, directly or
indirectly controls, is controlled by or is under common control with such party.
“Applicable Law” has the meaning set out in Section 12.
“MATIC” – means the native token of the Polygon network that may be used to pay for
transaction fees and computational resources to run decentralized applications or perform actions
on the Polygon network.
“Polygon Network” – means the underlying blockchain infrastructure that the Company utilizes
to provide its Services.
“Governmental Authority” includes any domestic or foreign federal, provincial or state,
municipal, local or other governmental, regulatory, judicial, or administrative authority.
“Investor” – a user who has a registered Account, has access to the Platform, and utilizes the
Services to purchase a portion of Merv Security Tokens.
“Services” has the meaning set out in article 3.1 below.
“Merv Security Token”, “Merv Security Token”, “MERV” – a security token which is a form
of Company’s digital non-voting Class B common shares, which can be purchased by the
Investors via Platform (the terms of which are more fully set out in Memorandum).
“Usage Fees” has the meaning set out in article 3.2 below.
2. MODIFICATIONS TO THE COMPANY’S TERMS
We reserve the right, in our sole discretion, to modify Terms From time to time. Any and all
such modifications are effective immediately upon posting. By clicking “I Agree” to any
modified terms or by continuing to access or use the Services, you accept and agree to be bound
to the modified terms. You agree to frequently review the Terms to ensure that you are aware of
any such modified terms.
3. Company’s Platform SERVICES, FEES
3.1. Provision of access to a set of instruments that allows you to purchase and utilize our
tokenized securities via the Platform. The mentioned Services consist of the following actions
and items (but not limited to them):
tools to validate yourself as an investor, including but not limited to completion of our Know
Your Customer (“KYC”) procedures;
tools to purchase our Merv Security Tokens.
3.2 Acceptance of payment – notwithstanding the amount of tokens you have indicated in the
appropriate line on the Platform, we will transfer you tokens only in the amount that you have
paid for, meaning that if there is a discrepancy between the amount of tokens that you put in the
appropriate line on the Platform and the amount of money you have paid, we will transfer you an
amount of tokens equal to the amount of received payment.
3.3. Return of payments – Please note, that we will transfer your funds back in the following
cases:
– if you have provided payment in the amount which is less than the established minimum cap
for token purchase;
– if you have provided payment via any bank, wallet address or other payment instrument which
is different from the whitelisted one during the registration procedure;
– in the event that you fail to complete any KYC procedure required or undertaken by Merv
Capital Ltd at any time (including, without limitation, any KYC procedure required or
undertaken subsequent to any initial KYC procedure pursuant to which Merv Capital Ltd
requires any additional or updated documentation).
3.4. Polygon Gas Charges – Some Services involve the use of the Polygon Network, which
may require you to pay a fee, commonly known as “Polygon Gas Charges”, for the
computational resources required to perform a transaction on the Polygon Network. You
acknowledge and agree that Merv Capital Ltd has no control over: (a) any Polygon Network
transactions; (b) the method of payment of any Polygon Gas Charges; or (c) any actual
payments of Polygon Gas Charges. Accordingly, you must ensure that you have a sufficient
balance of MATIC stored at your Polygon Address to complete any transaction on the Polygon
Network before initiating such Polygon Network transaction. We will make reasonable efforts
to notify you of any Polygon Gas Charges before initiating any Services that require the use of
the Polygon Network.
4. ACCOUNT
4.1 Account – You must have a registered account on our website to use the Services. During
registration, to create an Account, we will ask you to provide certain information, including, but
not limited to: your name, your physical address, your email address, and/or your blockchain
Address.
4.2 Your Responsibilities – As a condition to accessing or using the Services, you shall:
4.2.1 only use the Services for lawful purposes and under these Terms of Use;
4.2.2 ensure that, at all times, all information that you provide for the Services, including the
information in your Account, is complete and accurate;
4.2.3 maintain the security and confidentiality of your Account and the Polygon Network
Address.
4.3 Unacceptable Use or Conduct – As a condition to accessing or using the Services, you will
not:
4.3.1 violate any Applicable Law, including, without limitation, any relevant and applicable anti-
money laundering and anti-terrorist financing regimes;
4.3.2 infringe on or misappropriate any contract, intellectual property, or other third-party rights
using the Services;
4.3.3 use the Services in any manner that could interfere with, disrupt, negatively affect, or
inhibit other users from fully enjoying the Services, or that could damage, disable, overburden,
or impair the functioning of the Services in any manner;
4.3.4 attempt to circumvent any content filtering techniques or security measures that Company
employs for the Services, or attempt to access any service or area of the Services that you are not
authorized to access;
4.3.5 use any malware or other automated means not provided by us, to access the Services or to
extract any data which can be gained utilizing the Services;
4.3.6 use or attempt to use another user’s Account without authorization;
4.3.7 post content or communications using the Services that we, in our sole discretion, consider
to be libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd,
vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive,
inflammatory, fraudulent, deceptive or otherwise objectionable;
4.3.8 use the Services from a jurisdiction that we have, in our sole discretion, or a relevant
Governmental Authority has determined is a jurisdiction where the use of the Services is
prohibited;
4.3.9 encourage or induce any third party to engage in any of the activities prohibited under this
Section 4.3.
4.4 Your Assumption of Risks – You represent and warrant that you:
4.4.1 have the necessary technical expertise and ability to review and evaluate the security,
integrity and operation of any tokens, including Merv Security Token that you decide to interact
with;
4.4.2 have the knowledge, experience, understanding, professional advice and information to
make your own evaluation of the merits, risks and applicable compliance requirements under
Applicable Law of any security token activity you engage in and are able to incur a complete
loss of any amounts invested using the Platform without impairing your financial condition;
4.4.3 know, understand and accept the risks associated with your blockchain Address, the
Polygon Network, Merv Security Token;
4.4.4 accept the risk of purchasing Merv Security Token, exchanging them and otherwise
utilizing the Services, and are responsible for conducting your own independent analysis of the
risks specific to your use of the Services;
4.4.5 understand and accept that the Services are software applications consisting of code subject
to flaws and that you acknowledge that you are solely responsible for evaluating any code
provided and for evaluating the functioning of any Services accessed without any liability to
Company.
4.5 Account Activities – You acknowledge and agree that you will be bound by, and hereby
authorize Company to accept and rely on any agreements, instructions, orders, authorizations and
any other actions made, provided or taken by anyone who has accessed or used your Account,
regardless of whether such access is authorized or unauthorized. You further acknowledge and
agree that Company will not be liable for any of its actions that you have authorized it to take.
5. PRIVACY NOTICE
Please refer to our Privacy Notice or information about how we collect, use, and share your
information.
6. PROPRIETARY RIGHTS
6.1 Ownership of Services – Excluding any open source software or third-party licensed software
that the Services incorporate, Company owns the Services, including all technology, content,
intellectual property objects and rights in them and other materials used, displayed or provided
on or in connection with the Services.
6.2 License; Open Source Software Licence; Limitations – The source-code for our Services are
governed by the source-code license available on github repository available via the link
https://github.com/StoboxTechnologies and any other applicable licensing terms for the Services
mentioned in these Terms. You acknowledge that the Services may use, incorporate or link to
certain open-source components and that you will comply with any applicable open-source
licences that govern any such open-source components.
6.3 Trademarks – Any of our product or service names, logos, and other marks used in or as a
part of the Services, including our name and logo are trademarks owned by Company, its
Affiliates or its applicable licensors. You may not copy, imitate or use them without our (or the
applicable affiliate’s or licensor’s) prior written consent.
7. CHANGES, SUSPENSION, TERMINATION
7.1 Changes to Services – We may, at our sole discretion, from time to time and without prior
notice to you, modify, suspend or disable, temporarily or permanently, the Services, in whole or
in part, for any reason whatsoever.
7.2 No Liability – We will not be liable for any losses suffered by you resulting from any
modification to any Services or from any suspension or termination, for any reason, of your
access to all or any portion of the Services.
7.3 Effect of Termination – In the event we terminate your Account or your complete access to
the Services, we may delete or suspend your Account and all related information and files in
such Account.
8. COMMUNICATIONS
You agree to receive all communications, agreements, documents, receipts, notices, and
disclosures electronically (collectively, “Communications”) that we provide in connection with
these Terms of Use, your Account or any Services. You agree that we may provide our
Communications to you by, in our sole discretion, posting them on our web-site or by emailing
them to you at the email address linked to your Account.
9. INDEMNIFICATION
You will defend, indemnify, and hold harmless us, our Affiliates and our Affiliates’ respective
shareholders, members, directors, officers, employees, attorneys, agents, representatives,
suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit,
action, proceeding, investigation, liability, damage, loss, cost or expense, including, without
limitation, reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in
connection with, the Services; (b) the transfer of your tokens to third parties; (c) any Blockchain
assets associated with your Polygon blockchain Address; (d) any feedback or user content you
provide when accessing the Services, if any; (e) your violation of these Terms; or (f) your
infringement or misappropriation of the rights of any other person or entity. If you are obligated
to indemnify any Indemnified Party, Company (or, at its discretion, the applicable Indemnified
Party) will have the right, in its sole discretion, to control any action or proceeding and to
determine whether Company wishes to settle, and if so, on what terms.
10. LIMITATION OF LIABILITY
10.1 To the maximum extent permitted under Applicable Law, the Services (and any of their
content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS
AVAILABLE” basis, and we expressly disclaim, and you waive, any representations, conditions
or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising
from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation,
the implied or legal warranties and conditions of merchantability, merchantable quality, quality
or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet
enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not
represent or warrant that the Services (including any data relating thereto) will be uninterrupted,
available at any particular time or error-free. Further, we do not warrant that errors in the
Services are correctable or will be correctable.
10.2 You acknowledge that your data may become irretrievably lost or corrupted or temporarily
unavailable due to a variety of causes, and agree that, to the maximum extent permitted under
Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks,
software failures, viruses or other technologically harmful materials (including those which may
infect your computer equipment), protocol changes by third party providers, Internet outages,
force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes
either within or outside our control.
10.3 The disclaimer of implied warranties contained herein may not apply if and to the extent,
such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in
which we reside.
11. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
In no event shall we (together with our Affiliates, including our and our Affiliates’ respective
shareholders, members, directors, officers, employees, attorneys, agents, representatives,
suppliers or contractors) be liable for any incidental, indirect, special, punitive, consequential or
similar damages or liabilities whatsoever (including, without limitation, damages for loss of data,
information, revenue, goodwill, profits or other business or financial benefit) arising out of or in
connection with the Services (and any of their content and functionality), any performance or
non-performance of the Services, Merv Security Token, Platform or any other product, service or
other item provided by or on behalf of us, whether under contract, tort (including negligence),
civil liability, statute, strict liability or under any other theory of liability, and whether or not we
have been advised of, knew of or should have known of the possibility of such damages and
notwithstanding any failure of the essential purpose of these Terms of Use or any limited remedy
hereunder.
12. GOVERNING LAW
The interpretation and enforcement of these Terms of Use, and any dispute related to these
Terms of Use or the Services, will be governed by and construed and enforced in accordance
with the laws of the BVI, as applicable, without regard to conflict of law rules or principles that
would cause the application of the laws of any other jurisdiction. You agree that we may initiate
a proceeding related to the enforcement or validity of our intellectual property rights in any court
having jurisdiction and you waive any objection to venue in any such court.
13. MISCELLANEOUS
13.1 Remedies – Any right or remedy of Company set forth in these Terms of Use is in addition
to, and not in lieu of, any other right or remedy whether described in these Terms of Use, and
terms incorporated by reference herein, under Applicable Law, at law or in equity.
13.2 Affiliates and Contractors – The Services may be operated or provided by us, our Affiliates,
or our or our Affiliates’ respective subcontractors. To the extent that one of our Affiliates or
subcontractors, is operating or providing any Services, the Affiliate or subcontractor’s provision
of such Services will be under terms identical to these Terms, substituting the Affiliate or
subcontractor’s name wherever we are referenced in these Terms of Use.
13.3 Non-waiver – Our failure or delay in exercising any right, power, or privilege shall not
operate as a waiver thereof.
13.4 Severability – The invalidity or unenforceability of any of these Terms of Use shall not
affect the validity or enforceability of any other of these Terms of Use, all of which shall remain
in full force and effect.
13.5 Force Majeure – We will have no responsibility or liability for any failure or delay in
performance of the Services, or any loss or damage that you may incur, due to any circumstance
or event beyond our control, including without limitation any flood, extraordinary weather
conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident,
action of government, communications, power failure, or equipment or software malfunction.
13.6 Assignment – You may not assign or transfer any right to use your Account or the Services,
or any of your rights or obligations under these Terms of Use, without our prior written consent,
including by operation of law or in connection with any change of control. We may assign or
transfer any or all of our rights or obligations under these Terms of Use, in whole or in part,
without notice or obtaining your consent or approval.
13.7 Restrictions – We may, at any time and in our sole discretion, restrict your access to, or
otherwise impose conditions or restrictions upon your use of the Services without prior notice.
For example, we may restrict access to or certain transaction requests from certain locations if
we have a reasonable suspicion of fraud, diminished capacity, inappropriate activity or a dispute
in connection with your Account.
13.8 No Broker, Legal or Fiduciary Relationships – the Company is not a provider of a broker,
legal, intermediary, agent, or advisory services and has no fiduciary relationship or obligation to
you regarding any of your decisions or activities that you affect when using the Services. Neither
our communications nor any information that we provide to you is intended as, or shall be
considered or construed as an advice.
13.9 Headings – Headings of sections are for convenience only and shall not be used to limit or
construe such sections.
13.10 Entire Agreement – These Terms contain the entire agreement, and supersede all prior and
contemporaneous understandings between the parties regarding the Services.