Website Terms of Use and Agreement

You represent that you are of legal age to enter into an agreement in your state of residence. These terms of use (the “Terms”) are a binding contract (the “Agreement”) between you and both Mercer Asset Management, LLC and Mercer Street Partners Sponsor, LLC (collectively, “Mercer Street,”), which you have consented to receive in electronic form. The Terms govern your use of the website located at the url: http:// www.mercerstreetpartners.com as well as all sites linked to mercerstreetpartners.com by Mercer Street or its affiliates (collectively, the “Site”). By using the Site or any tools or services offered through or by the Site (collectively, the “Services”), you agree to be bound by all the Terms. Please read these Terms carefully.

At the time you use or register for any particular Service, you may also be required to agree to additional particular terms and conditions related to that Service, other Services, or the Site. Such terms and conditions are incorporated herein by reference and constitute part of the Terms.

Changes To This Agreement

Without prior notice to you, Mercer Street may update or otherwise change any Terms at any time in its sole discretion. If you continue to use the Site or any Service thereafter, such continued use of the Site or any Service will constitute acceptance of such updates and changes and an agreement to be bound by the Terms, as thereby amended. If you do not agree to the updates and changes, you agree to discontinue your use of the Site and all Services. You can review the most current version of these Terms at any time on mercerstreetpartners.com.

Proprietary Rights; DMCA Notice

This Site is controlled and operated by Mercer Street, email: investors@mercerstreetpartners.com. The Site and all materials on the Site, including images, scripts, text, and logos (collectively “intellectual property”), are protected by copyrights, trademarks, servicemarks, or other proprietary rights which are either owned by Mercer Street or owned by other parties who have licensed their intellectual property to Mercer Street. The compilation (meaning the collection, arrangement, and assembly) of all materials on the Site is the exclusive property of Mercer Street and protected by U.S. and foreign laws and international copyright treaties. Material from the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Use or modification of Mercer Street’s intellectual property in any form, including without limitation use on any other website, without express written authorization from Mercer Street is a violation of Mercer Street’s copyrights and other proprietary rights and is strictly prohibited.

Subject to your compliance with all the terms and conditions of this Agreement, and in consideration of your promises reflected in this Agreement, Mercer Street grants to you a limited license to use the Site. This license expressly excludes, without limitation, any resale, modification, or commercial use of the Site or any portion thereof and making any derivative works based upon or distributing or copying the Site, except as expressly permitted hereunder. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Mercer Street without express written consent of Mercer Street. You may not use any meta tags or any other “hidden text” utilizing the name or trademarks of Mercer Street without the express written consent of Mercer Street. Any unauthorized use terminates the license granted by Mercer Street in this paragraph. If you breach any of the Terms, your right to use this Site, Services, and content and materials accessible via the Site will terminate automatically and you must immediately destroy any downloaded or printed content.

DMCA Notice

Making claims of copyright and trademark infringement pursuant to 17 U.S.C. Section 512:

Mercer Street respects the intellectual property of others and asks you to do the same. Mercer Street may, in appropriate circumstances and in its sole discretion, terminate all Services and access to the Site in the case of a user who infringes the intellectual property rights of others.

If you believe that your work has been copied and is available on the Site or in a Service in a way that constitutes copyright or trademark infringement, please provide Mercer Street’s Copyright Agent with the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest;

• a description of the copyrighted work or trademark that you claim has been infringed, including the URL (i.e., the Web page address) or other electronic address of the location where the copyrighted work or trademark exists, or a copy of the copyrighted work or trademark;

• identification of the specific location on Mercer Street’s service where the material that you claim is infringing is located;

• your address, telephone number, fax number, and e-mail address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or trademark owner, its agent, or the law; and

• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or trademark owner or authorized to act on the copyright or trademark owner’s behalf.

Mercer Street’s Copyright Agent for notice of claims of copyright infringement on Mercer Street’s service is who can be reached by email at legal@mercerstreetpartners.com.  

Indemnification

You agree to defend, indemnify, and hold harmless Mercer Street and its officers, directors, employees, agents, representatives, third party providers and licensors from any claims, costs, losses, damages, judgments, and expenses, including without limitation reasonable attorney’s fees, relating to or arising out of any breach of this Agreement or any use of the Site or any Service by you, or by any other person using the Site through you or using your computer. This indemnification clause is intended to be only as broad as is permitted by the laws of the State of New York.

Disclaimer Of Warranty

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” USE OF THE SITE IS AT YOUR SOLE RISK.

SOME SITE CONTENT AND SERVICES MAY BE PROVIDED BY THIRD PARTY PROVIDERS AND OTHER USERS. MERCER STREET IS ONLY A DISTRIBUTOR OF, NOT A PUBLISHER OF, AND HAS NO EDITORIAL CONTROL OVER SUCH CONTENT. ANY, STATEMENT (OPINION, OFFER, INFORMATION OR OTHER) OR SERVICE GIVEN OR PROVIDED BY ANY THIRD PARTY (INCLUDING ANY REGISTERED REPRESENTATIVE, BROKER/DEALER, MERCHANT, OR LICENSOR) IS THAT OF SUCH PROVIDER AND NOT OF MERCER STREET.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MERCER STREET DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE AND IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER MERCER STREET NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES REPRESENT, GUARANTEE, OR WARRANT (i) THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY OPINION, RECOMMENDATION, OR OTHER INFORMATION OBTAINED THROUGH THE SITE OR ANY PROVIDER; (ii) THE AVAILABILITY FOR SALE, RELIABILITY, OR QUALITY OF ANY PROPERTY OR SERVICES OBTAINED THROUGH THE SITE; (iii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (iv) UNINTERRUPTED OR SECURE ACCESS TO THIS SITE AND/OR THE SERVICES; OR (v) THAT THE FILES AVAILABLE FROM THIS SITE AND ANY SERVICE WILL BE FREE FROM INFECTIONS, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CONTAMINATING OR DESTRUCTIVE COMPUTER CODE. MERCER STREET HEREBY DISCLAIMS, AND YOU HEREBY WAIVE AND RELEASE MERCER STREET FROM, ANY AND ALL OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS, OR REMEDIES IN TORT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, OR THE PROVIDERS, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED) OF MERCER STREET.

Limitation Of Liability

IN NO EVENT SHALL MERCER STREET OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (REGARDLESS OF THE FORM OF ACTION) ARISING OUT OF (i) USE OF THE SITE BY ANY PERSON, INCLUDING WITHOUT LIMITATION ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS, OR OMISSIONS IN, ANY INFORMATION ACCESSED THROUGH THE SITE, OR (ii) ANY PROPERTY OR SERVICES DISCUSSED, PURCHASED, OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE SITE, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Securities

The securities offered by Mercer Street have not been registered under the securities laws (in reliance on the exemptions thereunder) and thus is not subject to the same disclosures, regulatory filings, and due diligence as public offerings. As such, securities offered by Mercer Street are riskier for investors and constitute private placements which are restricted for sale, not publicly traded, and therefore illiquid. Mercer Street does not expect there to be a market for any securities sold by Mercer Street. No securities commission or other regulatory authority has examined any securities offering by Mercer Street, and any representation to the contrary is unlawful. Private placements of securities are not FDIC, SIPC, or otherwise guaranteed or insured, may lose all or a part of their value for a wide variety of reasons, and may only be available to certain types of investors (including accredited investors) depending upon various regulatory requirements and the preferences of Mercer Street and its advisors.

Investors that are not accredited may, subject to regulatory requirements, invest in certain investments from time to time available on the Site and known as “crowdfunding” offerings under Title III of the JOBS Act. SEC regulations require that unaccredited investors, prior to investing in any such investment, take an educational course available online.

This Site contains summaries of the purpose and principal business terms of the investments, each of which is intended for informational purposes only, is not a complete discussion, and is qualified in its entirety by reference to the more complete discussion set forth in its respective private placement memorandum related to the investment. Mercer Street does not guarantee the performance of any offering made by Mercer Street and any and all offering projections, estimates, and expectations are merely opinions and should not be relied on for any purpose whatsoever. Investments displayed on the Site are shown for potential investment; because Mercer Street or a third party may have done performed basic due diligence respecting a property does not constitute an endorsement, recommendation, or representation or warranty as to the quality of any investment.

The information contained herein neither constitutes an offer for nor a solicitation of interest in any securities offering, any such offering can only made or accepted through the applicable subscription agreement and private placement memorandum, which you must review in the entirety to fully understand the implications and risks associated with relevant offering.

No person has been authorized to give any information or make any representations other than those contained in the applicable private placement memorandum and, if given or made, such information or representations must not be relied upon. No private placement memorandum constitutes an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized, or in which the person making such an offer is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation.

Neither the information contained herein, nor any prior, contemporaneous or subsequent communication should be construed by the prospective investor as legal, financial or tax advice. Each prospective investor should consult his own legal, tax and financial advisors to ascertain the merits and risks of any investment described herein prior to subscribing for such investment.

Mercer Street and its principals, owners and executive officers will act as the manager, advisor, and/or controlling party of other limited liability companies, partnerships and other entities from time to time. Such parties may presently own properties similar to those in which Mercer Street intends to invest, which may compete with other investments, and may acquire additional properties in the future that also may compete with other investments. Such parties also have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to a number of other entities. Any investment could be adversely affected by these conflicts of interests.

Notwithstanding anything to the contrary herein, nothing herein shall be deemed to be a waiver, if such a waiver would be impermissible under any applicable securities law, including Section 14 of the Securities Act of 1933 and Section 29(a) of the Securities Exchange Act of 1934.

Privacy Policy

Please read our Privacy Policy (the “Privacy Policy”) found at the following URL: mercerstreetpartners.com. The Privacy Policy sets forth our policy for use of information that you submit to Mercer Street.

Applicable Law; Jurisdiction And Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of laws, and you hereby consent to the exclusive jurisdiction of the state courts sitting in the County of New York, New York and any federal courts sitting within a 50 mile radius of such state courts.

General Provisions

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof, oral or written.

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

The Site may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws and regulations.

Mercer Street’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Mercer Street’s right to subsequently enforce such provisions or any other provisions of this Agreement. No waiver of any provision of this Agreement shall be effective unless in writing.

Mercer Street reserves any rights not expressly granted herein.