Terms of Service

Last Updated: October 27, 2011

Welcome to the DerivaTrust Technologies website. DerivaTrust develops robust, high performance software products that enable the creation of financial instrument discovery applications, the hosting and searchability of the same applications by sophisticated and authorized entities, and the secure communications between sophisticated by and among such sophisticated entities. By accessing or visiting derivatrust.com ("Website"), you acknowledge that you have read, understood and agree to be bound by the following Website Terms of Use ("Terms"). If you do not agree to these Terms, do not use the Website. The terms "you" and "your" refer to you, the visitor and user of the website. The terms "DerivaTrust" "we," "us," and "our" refer to DerivaTrust Technologies, Inc. ("DerivaTrust"). The current terms are set forth below.

I. Description of the DerivaTrust Website
The DerivaTrust website provides information relating to our company and the goods and services we sell. The DerivaTrust website is provided for general reference purposes only. Although DerivaTrust tries to ensure the accuracy of the information presented on the website, this information is offered without warranty as to its completeness or accuracy. DerivaTrust is not responsible for any errors or omissions on derivatrust.com.

For more specific information about our company or our products or services, please contact us directly. Our contact information can be found at our contact us page.

II. Your use of the DerivaTrust Website
Any use of any of the DerivaTrust website other than for private, non-commercial use is strictly prohibited.

The website is not intended for or directed to persons under the age of 13.

In using the DerivaTrust website, you represent and warrant that you will comply with all applicable laws, including U.S. export control laws. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:

  1. Store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works; or other content made available on the website or compile or collect any content on this website as part of a database or other work;
  2. Use any automated device or process, such as a "bot" or "spider" to use the website or to copy or extract information or content from the website;
  3. Circumvent or disable any digital rights management, usage rules, or other security features of the website;
  4. Use the website in a manner that threatens the integrity, performance, or availability of the website; or
  5. Remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the website or website content.

III. International Users
DerivaTrust is based in the United States. If you are a user from another country, you represent and warrant that you will comply with all local laws and regulations regarding online content, data transfers and conduct.

IV. Links to Third Parties
The DerivaTrust website may link or enable access to other websites and resources. DerivaTrust does not control these websites and other resources. By clicking on such links, you acknowledge and agree that DerivaTrust is not responsible for the availability of content on websites not controlled by DerivaTrust. In addition, you understand that DerivaTrust does not endorse the content on other websites, and does not assume responsibility or liability for any content, advertising, products, or other materials on or available from such websites or resources.

V. Privacy Policy
We may collect registration and other personal information about you through our website. By submitting any personal information to us, you agree that our use of information is governed by our privacy policy set forth below.

VI. Disclaimer of Warranties
YOU AGREE THAT USE OF THE WEBSITE AND ITS CONTENT IS AT YOUR SOLE AND EXCLUSIVE RISK. YOU UNDERSTAND AND AGREE THAT DERIVATRUST, AND OUR AFFILIATES AND SUPPLIERS (COLLECTIVELY, "DERIVATRUST" OR "WE") PROVIDE THE DERIVATRUST WEBSITE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. DERIVATRUST SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU FURTHER UNDERSTAND AND AGREE THAT WE MAKE NO WARRANTY AS TO THE RELIABILITY, ACCESSIBILITY, ACCURACY, LEGITIMACY OR QUALITY OF THE WEBSITE OR THE CONTENT AVAILABLE ON THE WEBSITE. REFERENCES ON THE WEBSITE TO AN INDUSTRY OR TECHNOLOGY STANDARD MAY NOT BE INTERPRETED AS A WARRANTY THAT THE PRODUCT OR FEATURE DESCRIBED COMPLIES WITH ALL ASPECTS OF THAT STANDARD.

IN NO EVENT SHALL DERIVATRUST BE LIABLE FOR ANY DAMAGES BASED ON YOUR RELIANCE ON INFORMATION CONTAINED IN THE DERIVATRUST WEBSITE, AND IN PARTICULAR DERIVATRUST SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO DERIVATRUST's WEBSITES OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

VII. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT DERIVATRUST SHALL NOT BE LIABLE FOR ANY 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 DERIVATRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: YOUR USE OF THE WEBSITE OR WEBSITE CONTENT, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR ANY OTHER MATTER RELATING TO THE WEBSITE . UNDER NO CIRCUMSTANCES WILL DERIVATRUST'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR WEBSITE CONTENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON TORT, CONTRACT OR OTHERWISE, EXCEED THE VALUE OF GOODS SOLD TO OR PURCHASED BY YOU.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

VIII. Indemnity
You agree to indemnify and hold DerivaTrust and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms of Use, your violation of any law or the rights of a third party through your use of the website or website content.

IX. Intellectual Property
This website is protected by applicable intellectual property laws, including United States copyright law and international treaties. All content on the DerivaTrust website is the exclusive property of DerivaTrust or its content suppliers, including text, graphics, logos, button icons, images, digital downloads, compilations and software. No portion of the materials on this website may be reprinted, republished, modified or distributed in any form and in any media without the express written permission of DerivaTrust. A user or visitor may not reproduce, reverse engineer, decompile, disassemble, modify, or create derivative works with respect to the any portion of the website. Any rights not expressly granted by these Terms of Use with respect are reserved by DerivaTrust.

All trademarks and logos used on this website are the trademarks, service marks or logos of DerivaTrust or their respective owners. These trademarks include, but are not limited to, DerivaTrust Technologies, DerivaTrust, the DerivaTrust logo, the "Discovery, Transparency, Liquidity" tagline, and the "DerivaTrust" trademark name. Nothing on this website shall be construed as granting any license, right of ownership or right to use any trademark used on the website. Any questions concerning the use of DerivaTrust's trademarks should be referred to info@derivatrust.com.

X. General Terms
These Terms are governed by and construed in accordance with the laws of the state of California, without regard to conflicts of law principles. The state or federal courts of Santa Clara, California shall have exclusive jurisdiction and venue over any disputes arising out of these Terms or relating to the Terms or your use of the DerivaTrust website. Both parties agree that they will not bring a suit against the other in any other forum.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DerivaTrust without restriction. Headings in these Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

These Terms sets forth the entire and exclusive understanding and agreement between you and DerivaTrust. You agree that if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

XI. Updates to this Website Agreement
We may periodically make changes to these Terms of Use. When we do, we will revise the "last updated" date on these Terms of Use. It is your responsibility to frequently review the most recent version of these Terms of Use. You agree that your continued use of the website after such changes have been published to the website shall constitute your acceptance of such revised Terms.

XII. Contacting DerivaTrust
If you have any questions about the website, the Terms of Use or Privacy Policy, please send us an email to: info@derivatrust.com, or write to:

DerivaTrust Technologies, Inc.
Attn: Webmaster
1975 Hamilton Avenue, Suite 5
San Jose, CA 95125