Legal

Terms of Use

Last Updated: August 14, 2020

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Derivative Path, Inc. (“Company,” “we,” “us,” or “Derivative Path”).  The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of devderivative.wpengine.com, including any content, functionality, and services offered on or through devderivative.wpengine.com (the “Website”).

Please read the Terms of Use carefully before you start to use the Website.  By using the Website, you accept and agree to be bound and abide by these Terms of Use, our Privacy Policy found at [insert URL for Privacy Policy] (“Privacy Policy”), and our Disclosure found at [insert URL for Disclosure] (“Disclosure”) incorporated herein by reference.  If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions.  Some content on the Website is intended for sophisticated investors; therefore, access to certain content is only accessible via a username and password in a restricted area of the Website (“Restricted Access Content”).  To access Restricted Access Content, you must qualify as an Eligible Contract Participant as defined in Section 1a(18) of the Commodity Exchange Act and Qualified Eligible Person as defined in CFTC Rule 4.7.  By using this Website and requesting access to Restricted Access Content, you represent and warrant that you meet the foregoing eligibility requirements.   If you do not meet all of these requirements, you must not access or use the Website or Restricted Access Content (where applicable).

If you are using the Website on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you: are an authorized representative of that Organization, have the authority to bind that Organization to these Terms, and agree to be bound by these Terms on behalf of that Organization.  If you do not meet these requirements, you must not access or use the Website.

CHANGES TO WEBSITE

The Website may change over time in our sole discretion as we refine and add more features at any time and without prior notice to you, but its content is not necessarily complete or up-to-date.  All changes are effective immediately when we post them.  Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.  You are expected to check this page from time-to-time so you are aware of any changes, as they are binding on you.

Derivative Path may discontinue part or all of the Website, temporarily or permanently, in Derivative Path’s sole discretion and without prior notice to you. We Will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.  From time-to-time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

Your use of the Website shall be at your own and sole risk and we shall not be liable for any data loss or damage to any device, including your own devices, arising out of or relating to your use of the Website.

RELIANCE ON INFORMATION

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

ACCOUNT SECURITY

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, without liability, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.  These Terms of Use will remain in effect after termination of your use of the Website.

DERIVATIVE PATH INTELLECTUAL PROPERTY RIGHTS

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

RULES AND CONDUCT

Please follow the rules listed in this section.

You agree to comply with all applicable local, state, national laws and regulations applicable to your use of the Website. In addition, while accessing or using the Website, you may not:

  • attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Website, user accounts, or the technology and equipment supporting the Website;
  • disrupt or attempt to disrupt any communities contained within the Website;
  • access or attempt to access the Website through any means other than with a commercially available internet browser;
  • use data mining, robots, or other data gathering devices on or through the Website, unless specifically allowed by these Terms of Use;
  • post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
  • disclose personal information about another person or any confidential, proprietary or trade secret information of any third party, or harass, abuse, or post objectionable material or member names;
  • engage in advertising, marketing, other unsolicited commercial communications, or spamming, except as specifically allowed by these Terms of Use;
  • use the Website in an illegal way or to commit an illegal act in relation to the Website or that otherwise results in fines, penalties, and other liability to Derivative Path or others; or
  • access the Website from a jurisdiction where it is illegal or unauthorized.

DISCLAIMER OF WARRANTIES

 

You use the Website at your own risk. We make no warranties or guarantees. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK, AND THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND,

WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE WEBSITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE WEBSITE WILL MEET YOUR EXPECTATIONS AND, AND (iv) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DERIVATIVE PATH, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY AND INDEMNITY

We are not liable for anything that happens to you in connection with your use of the Website. If you use the Website in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for the Released Parties. “Released Parties” means the Company and its past, present and future parents, subsidiaries, divisions, successors, predecessors, affiliated or related companies, and also each of the foregoing entities’ past, present and future owners, officers, directors, stockholders, investors, partners, managers, principals, members, committees, administrators, sponsors, executors, trustees, fiduciaries, employees, agents, assigns, representatives and attorneys, in their personal and representative capacities.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DERIVATIVE PATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR YOUR USE OF DERIVATIVE PATH CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Derivative Path Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.

OTHER TERMS AND CONDITIONS

These Terms constitute the entire agreement between you and Derivative Path concerning your use of the Website. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.

The Website may allow you to use third-party content and functionality. You use such content or functionality subject to such third parties’ terms and conditions.

GOVERNING LAW

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

 

ARBITRATION, CLASS WAIVER, AND WAIVER OF JURY TRIAL

The Company is located in California, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you may not join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Website.

You and the Company agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Website under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Contra Costa County, California. You covenant not to sue Derivative Path in any other forum.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Website or these Terms of Use:

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
  • YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

CONTACT INFORMATION

Derivative Path, Inc.
2001 N. Main Street, Ste 250
Walnut Creek, CA 94596
T: 415-992-8200
E: [email protected]