Terms of Use

Last Updated: November 20, 2013

Thank you for using www.DerivativePath.com, which, including any website or Internet service under the control of Derivative Path, Inc., a Delaware corporation ("Derivative Path"), whether partial or otherwise, in connection with providing an online platform for Derivative Path's services, is hereinafter defined as the "Derivative Path Site"). The Derivative Path Site is an online platform designed to assist financial institutions and commercial end users in managing and evaluating interest rate derivatives and similar financial products

These Terms of Use ("Terms") incorporate Derivative Path's Privacy Policy. The Terms and incorporated documents govern your use of the Derivative Path Site and our practices, so please carefully read them before using the Derivative Path Site. The Terms constitute a binding agreement between you and Derivative Path. And its affiliates and subsidiaries ("Derivative Path", "we," and "us").

You accept these Terms each time you access the Derivative Path Site. If you do not accept these Terms, you must not use the Derivative Path Site. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Derivative Path Site. "You" and "users" shall mean all visitors to the Derivative Path Site. Derivative Path may modify these Terms from time to time by posting modified Terms on the Derivative Path Site, and your continued use of the Derivative Path Site constitutes your acceptance of the modified Terms.

The terms "post" and "posting" as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Derivative Path Site

1. CHANGES TO THE DERIVATIVE PATH SITE

The Derivative Path Site may change over time as we refine and add more features at any time and without prior notice to you.

Derivative Path may discontinue part or all of the Derivative Path Site, temporarily or permanently, in Derivative Path's sole discretion and without prior notice to you. Your use of the Derivative Path Site 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 Derivative Path Site.

2. YOUR PRIVACY AND OUR POLICY

Derivative Path may communicate with you by email or posting notice on the Derivative Path Site. You may request that we provide notice of security breaches in writing.

Your privacy is important to us. Any information you provide to Derivative Path through the Derivative Path Site is governed by Derivative Path's Privacy Policy and other privacy-related documents posted on the Derivative Path Site. This Privacy Policy describes how Derivative Path collects, uses, and discloses Personal Information.

By using the Derivative Path Site or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Derivative Path Site. If we learn of a security system's breach, we may attempt to notify you electronically by posting a notice on the Derivative Path Site or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at compliance@derivativepath.com.

3. ELIGIBILITY TO USE THE DERIVATIVE PATH SITE

Only authorized representatives over the age of 13 years are eligible to use the site

Children. No part of the Derivative Path Site is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS the Derivative Path Site AT ANY TIME OR IN ANY MANNER.

Agent of a Company, Entity, or Organization. If you are using the Derivative Path Site 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.

4. THE DERIVATIVE PATH SITE

The Derivative Path Site does not provide recommendations or tax, financial, or investment advice. You assume full risk and responsibility for your use of information obtained through the Derivative Path Site.

All investments involve a degree of risk. Derivative Path nor the Derivative Path Site provides any recommendation with respect to your investments, and you acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy. You agree and acknowledge that you are solely responsible for conducting legal, accounting or due diligence review on your investments

Although the Derivative Path Site may provide data, information, or content provided by other parties relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice. You represent that any decision to invest is based solely on your consideration of the risks involving a particular security and is made at your own risk.

You accept the risks associated with such decisions that may include the risk of complete loss of your principal. The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

5. ACCOUNT SECURITY

You are responsible for your log-in credentials and for keeping your information accurate. You must immediately notify Derivative Path of any suspected or actual unauthorized use of your account.

You are responsible for any activity resulting from the use of your log-in credentials on the Derivative Path Site.

You represent and warrant that the information you provide to Derivative Path when using the Derivative Path Site and at all other times will be true, accurate, current, and complete.

You are responsible for safeguarding the password you use to access the Derivative Path Site, and you agree to use reasonable efforts to preserve the confidentiality of your password, prevent unauthorized access to or use of the Derivative Path Site or any device you use to access the Derivative Path Site, and prevent disclosure of your password to any third party.

You must immediately notify Derivative Path of any suspected or actual unauthorized use of your account. You will be solely responsible for the activity, including unauthorized activity, using your account and losses incurred by Derivative Path and others due to any unauthorized use of your account.

6. TERMINATION

You or we may terminate your account at any time for any reason without liability.

You may stop using or close your account to use the Derivative Path Site at any time. You may also terminate your membership with individual communities at any time without deleting your account or terminating your membership in other communities.

Derivative Path may suspend or terminate your use of the Derivative Path Site at any time, for any or no reason, with or without prior notice or explanation, and without liability. These Terms will remain in effect after termination of your use of the Derivative Path Site.

7.DERIVATIVE PATH PROPERTY

Derivative Path owns or has rights to all of the content we make available through the Derivative Path Site, but you may use it as you use the Derivative Path Site. You cannot use our logo without our written permission

Derivative Path's Ownership. Derivative Path, and its affiliates and licensors own all right, title and interest, including all worldwide intellectual property rights, in the Derivative Path Site, any software enabling the Derivative Path Site, the documentation provided by us, and all content on the Derivative Path Site, and the copyrights, images, trademarks, and logos contained therein and all intellectual property rights associated therewith ("Derivative Path Content"). In addition, all member information including, without limitation, membership identification information and mobile phone numbers of the members, is the property of Derivative Path.

License to You. You are granted a non-exclusive, non-transferable, non-sublicensable, limited license to use the Derivative Path Site, the software enabling the Derivative Path Site, and Derivative Path Content as long as your use of the Derivative Path Site is in accordance with these Terms and has not otherwise been terminated. This license automatically terminates upon your termination of use of the Derivative Path Site for any reason whatsoever.

Prohibitions. You agree not to remove, alter, or conceal any copyright, trademark, or other proprietary rights notices incorporated in or accompanying the Derivative Path Site or related websites, or export or attempt to export any information constituting Derivative Path property. Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner our logos, products and service names, and other Derivative Path trademarks.

You agree not to circumvent, disable, or otherwise interfere with security related features that prevent or restrict use or copying of the Derivative Path Site or use, reproduce, modify, adapt, prepare derivative works based on reverse-engineer, perform, display, publish, distribute, transmit, broadcast, sell, license, or otherwise exploit the Derivative Path Site, any Derivative Path property, or any part thereof without the prior written permission of Derivative Path.

8. 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 Derivative Path Site. In addition, while accessing or using the Derivative Path Site, you may not:

  • attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Derivative Path Site, user accounts, or the technology and equipment supporting the Derivative Path Site;

  • disrupt or attempt to disrupt any communities contained within the Derivative Path Site;

  • access or attempt to access the Derivative Path Site through any means other than with the software provided by Derivative Path;

  • use data mining, robots, or other data gathering devices on or through the Derivative Path Site, unless specifically allowed by these Terms;

  • 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;

  • use the Derivative Path Site in an illegal way or to commit an illegal act in relation to the Derivative Path Site or that otherwise results in fines, penalties, and other liability to Derivative Path or others; or

  • access the Derivative Path Site from a jurisdiction where it is illegal or unauthorized.

9.FEEDBACK

We appreciate your comments. If you send us Feedback, we can use it without compensating you.

We welcome your comments, suggestions or feedback ("Feedback"). To the extent that you provide Feedback to Derivative Path, and Derivative Path incorporates such Feedback in the Derivative Path Site or any other products or services of Derivative Path, you hereby assign to Derivative Path all right, title, and interest in and to such Feedback. Derivative Path may use such Feedback in any manner and via any media Derivative Path chooses, without reference to the source and without compensation to you or any other person or Derivative Path.

You agree not to give Derivative Path any Feedback that (i) you have reason to believe is subject to any patent claim or similar right of a third party; (ii) is subject to license terms which seek to require any product incorporating or derived from such Feedback, or other intellectual property, to be licensed to or otherwise shared with any third party; or (iii) is the confidential information of any third party to whom you owe a duty of confidence.

Please email your Feedback to info@derivativepath.com

10. DERIVATIVE PATH'S LIABILITY

We are not liable for the actions of users when they use the Derivative Path Site. We may also change the Derivative Path Site at any time and are not liable for how this may affect you. We do not guarantee the quality or accuracy of any content you view using the Derivative Path Site or other websites.

Changes to the Derivative Path Site. We may change, suspend, or discontinue any aspect of the Derivative Path Site at any time, including hours of operation or availability of the Derivative Path Site or any feature, without notice or liability.

User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Derivative Path Site. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Derivative Path of all claims, demands, and damages in disputes among users of the Derivative Path Site. You also agree not to involve us in such disputes. Use caution and common sense when using the Derivative Path Site.

Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Derivative Path Site. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Derivative Path Site. Use the Derivative Path Site at your own risk.

Third-Party Websites. The Derivative Path Site may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.

Third-Party Functionality. The Derivative Path Site may allow you to use third-party content and functionality. You use such content or functionality subject to such third parties' terms and conditions.

We make no promises and disclaim all liability of specific results from the use of the Derivative Path Site.

Released Parties Defined. "Released Parties" include Derivative Path and its affiliates, officers, employees, service providers, agents, partners, and licensors.

11. THE DERIVATIVE PATH SITE IS AVAILABLE "AS IS"

You use the Derivative Path Site at your own risk. We make no warranties or guarantees.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE DERIVATIVE PATH SITE IS AT YOUR SOLE RISK, AND THE DERIVATIVE PATH SITE 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 DERIVATIVE PATH SITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE DERIVATIVE PATH SITE WILL MEET YOUR REQUIREMENTS, (ii) THE DERIVATIVE PATH SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DERIVATIVE PATH SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE DERIVATIVE PATH SITE WILL MEET YOUR EXPECTATIONS AND, AND (iv) ANY ERRORS IN THE DERIVATIVE PATH SITE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DERIVATIVE PATH SITE 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.

12. LIMITATION OF LIABILITY AND INDEMNITY

We are not liable for anything that happens to you in connection with your use of the Derivative Path Site. If you use the Derivative Path Site in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for the Released Parties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU 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 DERIVATIVE PATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

(i) THE USE OR THE INABILITY TO USE THE DERIVATIVE PATH SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE DERIVATIVE PATH SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE DERIVATIVE PATH SITE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE DERIVATIVE PATH SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE DERIVATIVE PATH SITE 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.

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..

13. OTHER TERMS AND CONDITIONS

These Terms constitute the entire agreement between you and Derivative Path concerning your use of the Derivative Path Site. 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.

14. ARBITRATION, CLASS WAIVER, AND WAIVER OF JURY TRIAL

We are 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 Derivative Path Site.

These Terms and the relationship between you and Derivative Path shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and Derivative Path agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Derivative Path Site under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in San Francisco, 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 Derivative Path Site or these Terms:

  • 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: info@derivativepath.com