Terms of Use

1. Acceptance of These Terms

By accessing or using the merxac.com website, submitting any inquiry or application form, registering for or using the Commodity Market Intelligence Service (CMIS) platform, or engaging with any Merxac service, you agree to be bound by these Terms of Use ("Terms") in full. If you do not agree to these Terms, you must not use the website or any Merxac service. These Terms apply to all visitors, inquiry submitters, registered CMIS users, and any other person who accesses the website or interacts with Merxac in any capacity.

If you are using the website or CMIS on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and references to "you" and "your" in these Terms include both you personally and the entity you represent.

2. Nature of Merxac's Services

Merxac is a commodity acquisition support service. Merxac's role is limited to market mapping, supplier and buyer identification, counterparty sourcing, qualification support, and deal coordination. Merxac does not act as a broker, agent, dealer, trader, financial intermediary, or regulated commodity market participant in any jurisdiction. The following limitations are fundamental and non-negotiable:

• Merxac is not a licensed commodity broker and does not act in any brokerage capacity under any applicable law or regulatory framework.
• Merxac is not a financial services firm, investment adviser, or commodity trading adviser and is not regulated as such in any jurisdiction.
• Merxac does not execute, intermediate, clear, or settle commodity transactions on behalf of any party.
• Merxac does not hold, receive, transfer, control, or have custody of any client funds, financial assets, commodity proceeds, letters of credit, or any other form of payment or financial instrument at any stage of any engagement.
• All financial transactions between commodity buyers and sellers are conducted directly between those parties pursuant to their own separate written agreements, entirely outside of and independently from Merxac's involvement.
• No engagement with Merxac creates a fiduciary duty, mandate, power of attorney, agency relationship, exclusivity arrangement, joint venture, or partnership of any kind.
• Merxac does not guarantee any result, outcome, counterparty, transaction, price, shipment, regulatory approval, or commercial arrangement arising from its services.

3. Eligibility

The Merxac website and CMIS platform are intended for use by business professionals engaged in or exploring commodity markets, supply chains, and related commercial activities. You must be at least 18 years of age. By using our services, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into binding agreements; (c) you are not located in, organised under the laws of, or acting on behalf of a person or entity subject to applicable U.S., UK, EU, UN, or other relevant sanctions programs; and (d) your use of the services will not violate any applicable law, regulation, or third-party right.

4. CMIS Platform — License and Access

Subject to your compliance with these Terms and payment of applicable subscription fees, Merxac grants you a limited, non-exclusive, non-transferable, revocable license to access and use the CMIS platform solely for your own internal business intelligence and research purposes. This license does not include any right to:

• Sublicense, resell, redistribute, or provide access to the CMIS platform or its data to any third party
• Scrape, crawl, index, mirror, extract, or bulk-download data from the CMIS platform by automated means, or defeat any rate limit, export cap, or technical access control
• Reproduce, republish, redistribute, or commercially exploit CMIS data outputs beyond the scope of internal business use
• Use CMIS data, exports, screenshots, or research to train, fine-tune, evaluate, ground, embed, index, or populate a commercial artificial-intelligence model, machine-learning model, large language model, vector database, retrieval-augmented-generation corpus, or similar system where doing so would permit reproduction of, or a substitute for, a substantial part of CMIS
• Use CMIS as a source for building, enriching, benchmarking, or selling a competing commodity-directory, market-intelligence, or geospatial database product
• Reverse-engineer, decompile, or attempt to derive source code or underlying data structures from the CMIS platform
• Modify, adapt, translate, or create derivative works based on the CMIS platform or its content

Access credentials are personal to the registered account holder. You must not share login credentials with any other person. Merxac reserves the right to suspend or terminate access if it detects credential sharing, abnormal usage patterns, or any breach of these Terms. Merxac may apply reasonable rate limits, export caps, session controls, or other proportionate technical safeguards to protect the platform, its data licensors, and other users.

5. Subscription Fees and No-Refund Policy

Access to the CMIS platform requires payment of the applicable subscription fee for your selected plan (Individual, Professional, or Enterprise) on either a monthly or annual billing cycle. By completing a subscription purchase you agree to the following:

• All subscription fees are non-refundable. Merxac does not issue refunds, credits, or partial reimbursements for any subscription payment, whether the subscription is cancelled before or after the end of the billing period.
• Cancellation stops future charges only. If you cancel your subscription, your access continues until the end of the current paid billing period. No refund is issued for any unused portion of that period.
• Plan changes are prorated. If you upgrade to a higher-tier plan mid-cycle, Stripe will charge only the prorated difference for the remaining days. If you downgrade, a prorated credit is applied to your next invoice — no cash refund is issued.
• Chargebacks and disputes. Initiating a payment dispute or chargeback for a legitimately processed subscription fee is a breach of these Terms and may result in immediate suspension or permanent termination of your account.

Refunds are issued solely at Merxac's discretion and only in exceptional circumstances (for example, a verifiable technical error resulting in a duplicate charge). All refund requests must be submitted in writing to info@merxac.com within 7 days of the charge in question.

6. User Accounts and Security

You are responsible for maintaining the confidentiality of your CMIS account credentials and for all activity that occurs under your account. You agree to: (a) provide accurate and complete information when registering; (b) promptly update your account information to keep it accurate; (c) use a strong, unique password and enable multi-factor authentication where offered; and (d) notify Merxac immediately at info@merxac.com if you become aware of any unauthorised access to your account. Merxac is not liable for any loss or damage arising from your failure to comply with these security obligations.

7. Prohibited Uses

You agree not to use the Merxac website, CMIS platform, or any service in connection with any of the following:

• Any activity that violates applicable local, national, or international law or regulation
• Any transaction or engagement involving a party subject to applicable sanctions under U.S. (OFAC), UK (OFSI), EU, UN, or other relevant sanctions programs
• Money laundering, terrorist financing, proliferation financing, or any activity that would constitute an offence under applicable financial crime legislation
• The submission of false, misleading, fabricated, or fraudulent information about yourself, your company, your products, your authority, or any transaction
• Impersonating any person or entity, or misrepresenting your affiliation with any person or entity
• Submitting unsolicited bulk communications or spam through any Merxac form or contact channel
• Uploading or transmitting any content that is defamatory, obscene, harmful, or that infringes the intellectual property rights of any third party
• Attempting to gain unauthorised access to the CMIS platform, other users' accounts, or any part of our technical infrastructure
• Interfering with, disrupting, or overloading any part of the website or platform through denial-of-service attacks, excessive automated requests, or similar means
• Using CMIS data to harass, target, stalk, or harm any individual or entity
• Circumventing, disabling, or defeating any security feature, access control, or usage limitation built into the website or CMIS platform

8. User-Submitted Information

When you submit information through Merxac's inquiry forms, partner applications, or any other channel, you represent and warrant that: (a) the information is accurate, complete, and not misleading; (b) you have the authority to submit it on behalf of yourself and, where applicable, your company; (c) the submission does not include information that is confidential, proprietary, or protected by a non-disclosure agreement with a third party, unless you have the right to share it; and (d) no third-party rights are violated by the submission. Merxac may rely on information you or a third party supplies without independently verifying every statement, document, license, or capacity claim.

Submitting information to Merxac does not create any obligation on Merxac's part to act, respond, engage, introduce, or transact. No submission creates a mandate, agency relationship, exclusivity, right to commission or fee, or any contractual right unless separately and expressly agreed in writing by Merxac.

You grant Merxac a non-exclusive, worldwide, royalty-free right to host, store, copy, transmit, format, analyze, summarize, organize, display, and otherwise process materials you submit as reasonably necessary to provide the requested service, conduct due diligence, maintain records, communicate with relevant counterparties or professional advisers, protect legal rights, prevent fraud, and comply with law. This license does not transfer ownership of your original materials and does not affect how Merxac handles personal information under the Privacy Policy.

If you provide suggestions, feature requests, corrections, or other feedback about Merxac's services, you grant Merxac a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without any obligation to compensate you, provided that Merxac does not thereby acquire ownership of any confidential information you separately identify as such within the feedback.

9. No Financial, Investment, Legal, or Trading Advice

Nothing on the Merxac website, within the CMIS platform, or in any communication from Merxac constitutes financial advice, investment advice, commodity trading advice, legal advice, tax advice, accounting advice, insurance advice, engineering advice, maritime-navigation advice, regulatory guidance, sanctions guidance, compliance advice, shipping advice, or any other form of regulated professional advice. All content, data, market intelligence, country profiles, trade statistics, company information, sanctions flags, route estimates, and analytical outputs provided through Merxac's services are for general informational and business research purposes only and are not a recommendation to buy, sell, hold, finance, hedge, transport, insure, or otherwise transact in a commodity or any other instrument. Users must obtain independent qualified professional advice — including from regulated financial advisers, legal counsel, sanctions compliance specialists, insurers, engineers, and commodity industry experts — before making any commercial, financial, legal, or transaction decision. Merxac does not assume a fiduciary duty, duty of best execution, or agency duty to any user merely by providing market intelligence or transaction-support services, and may work with buyers, sellers, and other market participants in separate matters.

10. Commodity Market and Transaction Risk

Commodity transactions are subject to significant and complex risks, including but not limited to:

• Price volatility, market disruption, and liquidity risk
• Counterparty default, fraud, insolvency, or misrepresentation
• Title disputes, ownership conflicts, and encumbered assets
• Document fraud, forged certificates, false assay results, and authentication failures
• Quality disputes, specification failures, and inspection irregularities
• Logistics disruption, vessel failure, port delays, and force majeure events
• Sanctions risk, export controls, import restrictions, and regulatory non-compliance
• Political instability, geopolitical conflict, and country risk
• Currency risk, payment default, and financing failure
• Environmental, social, and governance (ESG) risks, including forced labour, artisanal mining practices, and deforestation

Merxac does not screen, verify, or warrant the integrity, credentials, or commercial standing of any counterparty beyond the limited due diligence steps described in its service description. Users bear sole responsibility for all commercial, financial, legal, and compliance decisions in connection with any commodity transaction.

11. Sanctions and Regulatory Compliance

Users are solely responsible for ensuring that their use of Merxac's services, and any transaction they pursue as a result of engaging with Merxac, complies with all applicable sanctions programs, export control regimes, import restrictions, anti-money laundering requirements, counter-terrorism financing obligations, and any other applicable law. The presence or absence of a sanctions flag in the CMIS platform does not constitute a legal compliance determination, a sanctions clearance, or legal advice. Sanctions lists are updated frequently and Merxac makes no representation that any data within CMIS is current at the time of access. Users must conduct their own independent sanctions screening and seek qualified legal advice before engaging with any counterparty.

You must not use Merxac's services to conceal beneficial ownership, evade sanctions or export controls, falsify the origin or destination of a commodity, structure a transaction to avoid a legal restriction, or otherwise circumvent a legal requirement. Merxac may decline, pause, escalate, or terminate a matter where available information indicates a sanctions concern, evasion risk, or unexplained ownership structure that cannot be satisfactorily resolved.

Business-email-compromise and payment-diversion fraud are significant risks in international commodity trade. Merxac does not hold or control client funds and does not verify bank account details, payment beneficiaries, or settlement instructions unless it expressly confirms the limited verification it has performed. Before acting on any change to a beneficiary, bank account, or payment instruction — including one that appears to come from Merxac or a counterparty introduced through Merxac — you must independently verify the change through a known and trusted communication channel. Treat urgent secrecy, unexpected beneficiary changes, and requests to bypass normal verification as warning signs.

12. Route Estimates and Logistics Information

Any route estimate, transit-time estimate, distance calculation, port-traffic figure, vessel-speed assumption, or related logistics output made available through CMIS is provided for commercial planning and analytical purposes only. It is not navigational guidance, a voyage plan, a safety-of-navigation instruction, a weather forecast, a port clearance, or a chartering recommendation, and must not be used as a substitute for official nautical charts, notices to mariners, vessel-specific routing, or professional maritime advice. Actual routes and transit times may vary materially from an estimate because of vessel characteristics, draft, canal or strait restrictions, weather, tides, traffic separation schemes, security or piracy risk, sanctions routing considerations, port congestion, pilotage, bunkering, cargo operations, and other factors outside Merxac's control. Mariners and logistics professionals must exercise independent professional judgment and use appropriate official navigation systems.

13. Confidentiality of Deal Portal Information

Information accessible through the Deal Portal, or otherwise provided in connection with a non-public transaction, may be commercially sensitive or confidential. You must use reasonable care to protect such information and may disclose it only to personnel, advisers, financing sources, service providers, or counterparties who have a legitimate need to know and are subject to appropriate confidentiality obligations, except where disclosure is required by law. Access to a Deal Portal does not authorize you to publish another party's non-public deal information, pricing, documents, negotiations, or communications. Any separate confidentiality or non-disclosure agreement between you and Merxac remains in effect according to its own terms.

14. Intellectual Property

All content on the merxac.com website and within the CMIS platform — including but not limited to the Merxac name, logo, branding, design, layout, copy, graphics, software, code, data compilations, methodology, and analytical frameworks — is owned by Merxac or its licensors and is protected by copyright, trademark, database rights, and other applicable intellectual property laws. You may not copy, reproduce, republish, upload, transmit, adapt, modify, reverse-engineer, create derivative works from, or commercially exploit any part of the Merxac website or CMIS platform without prior written permission from Merxac, except as expressly permitted by these Terms or applicable law.

Third-party data incorporated into CMIS (as documented on the Data & Sources page) remains subject to the intellectual property rights and license terms of the respective publishers. Attribution requirements for open-license data sources are set out on the Data & Sources page and must be respected by users who reproduce or republish such data independently of Merxac.

15. Data Sources, Accuracy, and No Warranty of Data

The CMIS platform incorporates data compiled from multiple third-party sources, including government agencies, international organisations, and open-data publishers. A full list of sources, publishers, licenses, and usage descriptions is maintained on the Data & Sources page. Merxac does not own or control the underlying third-party data and makes no representation or warranty as to its accuracy, completeness, currency, timeliness, or fitness for any particular commercial purpose. Data presented in CMIS is intended as a starting point for further research and due diligence — not as a definitive or authoritative reference. Users must verify all material data points with primary or authoritative sources before relying on them for any commercial, legal, regulatory, or financial decision.

16. Third-Party Services

The Merxac website and CMIS platform use and link to third-party services, including Mapbox (mapping and geocoding), Supabase (database and authentication infrastructure), Cloudflare (security and bot protection), and various open-data source publishers. Merxac is not responsible for the content, availability, security, data practices, or terms of service of any third-party service or website. Links to third-party sites or services do not constitute an endorsement. Your use of third-party services is governed by their own terms and privacy policies.

17. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Merxac website, the CMIS platform, and all associated content, data, and services are provided "as is" and "as available" without any representation, warranty, or condition of any kind, whether express, implied, or statutory, including without limitation any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or uninterrupted availability. Merxac does not warrant that the website or CMIS will be free from errors, viruses, or other harmful components, or that defects will be corrected.

18. Limitation of Liability

To the maximum extent permitted by applicable law, Merxac and its officers, directors, employees, agents, contractors, and licensors shall not be liable to you or any third party for any:

• Loss of profits, revenue, business, opportunity, or anticipated savings
• Loss of data or information
• Business interruption or loss of goodwill
• Indirect, incidental, special, consequential, exemplary, or punitive damages of any kind
• Losses arising from reliance on any information, data, or content provided through the website or CMIS platform
• Losses arising from the conduct, misrepresentation, fraud, or default of any counterparty introduced through or identified via Merxac's services
• Losses arising from commodity price movements, sanctions exposure, regulatory action, or transaction failure

This limitation applies whether the claim arises in contract, tort (including negligence), breach of statutory duty, or otherwise, and whether or not Merxac has been advised of the possibility of such damages. Where applicable law does not permit the exclusion of certain warranties or the limitation of certain damages, Merxac's liability shall be limited to the fullest extent permitted by law. In any event, Merxac's total aggregate liability to you for all claims arising out of or in connection with the use of the website or CMIS shall not exceed the greater of (a) the total subscription fees paid by you to Merxac in the 12 months preceding the event giving rise to the claim, or (b) £100 (one hundred pounds sterling).

19. Indemnification

You agree to indemnify, defend, and hold harmless Merxac and its officers, directors, employees, contractors, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the website or CMIS platform; (b) any information you submit to Merxac; (c) your breach of these Terms; (d) your violation of any applicable law, regulation, or third-party right; or (e) any commodity transaction you enter into as a result of, or in connection with, engagement with Merxac.

20. Modification and Termination

Merxac reserves the right to modify, suspend, or discontinue any part of the website or CMIS platform at any time and for any reason, with or without notice. Merxac may also terminate or suspend your access to the CMIS platform and website at any time, with or without cause, and without liability, including if we believe you have violated these Terms. Upon termination, your right to use the website and CMIS platform immediately ceases.

21. Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Merxac reserves the right to amend the governing law provision and the dispute resolution clause below to reflect the entity structure, registration jurisdiction, and operational circumstances of Merxac at the time these Terms are formally reviewed by legal counsel.

22. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or your use of Merxac's services, the parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, it shall be submitted to the exclusive jurisdiction of the courts of England and Wales, subject to the governing law clause above. Nothing in this clause prevents Merxac from seeking urgent or interim injunctive relief in any competent jurisdiction to protect its intellectual property rights or prevent unauthorised use of its services.

23. General Provisions

Entire agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Merxac in relation to your use of the website and CMIS platform, and supersede all prior agreements, representations, and understandings.

Severability: If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

No waiver: Merxac's failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing to be effective.

Assignment: You may not assign or transfer these Terms or any rights under them without Merxac's prior written consent. Merxac may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force majeure: Merxac shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, governmental actions, cyberattacks, internet or infrastructure failures, or pandemic events.

Electronic communications: By using the website or CMIS platform, you agree that communications from Merxac may be provided to you electronically, and that such electronic communications satisfy any legal requirement for written communication.

Third-party rights: These Terms do not confer any rights on any third party.

24. Changes to These Terms

Merxac reserves the right to update these Terms at any time. The effective date at the top of this page will reflect when the Terms were last revised. For material changes, Merxac will take reasonable steps to notify registered CMIS users, for example by posting a notice on the platform or sending an email to the registered address. Your continued use of the website or CMIS platform after revised Terms are posted constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the website and CMIS platform and, if applicable, cancel your subscription.

25. Contact

Questions about these Terms may be sent to info@merxac.com.

These Terms reflect Merxac's current service model and legal position. Merxac recommends that these Terms be reviewed by qualified legal counsel in each jurisdiction where Merxac operates or intends to operate, prior to formal commercial launch. Merxac reserves the right to modify these Terms at any time in accordance with section 24 above.