Total Derivatives Terms and Conditions of Use Please read this Agreement carefully. It sets forth the terms and conditions governing your use of http://www.totalderivatives.com (the "Site"). By accessing the Site you agree to be bound by the terms and conditions listed below. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site. If you have any questions or comments please contact
info@totalderivatives.com. This Agreement was last updated on January 24, 2001.
1. Purpose This document and the attachments referred to herein constitute a legally binding agreement between you and Total Derivatives and its subsidiary and affiliated companies ("Total Derivatives", "we" or "us"). It sets out your rights and obligations and those of Total Derivatives in relation to your access to and use of the internet site operated by us with the domain name
http://www.totalderivatives.com (the "Site", which expression shall include the "News by Email" service described below) and all information, products, software, services, features and materials contained on or offered in conjunction with the Site. By accessing the Site you accept without limitation or qualification all of the terms and conditions in this Agreement (as defined below) and any subsequent amendments or variations thereof as we, in our sole discretion, may make from time to time.
2. Variation We may, at our discretion, vary or amend from time to time this document and any schedule, appendix or other document (including but not limited to the Privacy Policy) which is stated to form part of this document (this document together with all such schedules, appendices or other documents being referred to as this "Agreement"). All such amendments or variations will be effective immediately upon posting of such amended or varied document on the Site or once such amendment or variation is otherwise notified to you. The amendment or variation shall apply to your use of the site and to any services offered to you immediately after such posting or notification. Except as provided for in the preceding paragraph this Agreement may otherwise not be amended or varied except in writing signed by both parties.
3. The Site 3.1 Introduction The Site is not intended to provide investment advice. The Site is intended only as a source of information to participants in the capital markets.
3.2 Users There are currently two categories of users whose rights and obligations in respect of the Site are set out below. We reserve the right to introduce other classes of users of the Site, granting privileges to certain classes of users that are not necessarily available to all users.
(1) Visitors Anyone who accesses the Site who has not registered as a Subscriber under the procedure provided for below is a visitor (a "Visitor"). Visitors are free to access information about the Site. As a Visitor, you will be able to access material on most areas of the Site without going through the registration process. Certain areas of the Site are only open to you if you register.
(2) Subscribers Anyone who registers online by filling out the registration form becomes a subscriber (a "Subscriber"). Online submission of your registration form confirms your agreement to the provisions of this Agreement. Subscribers should also read and understand our Privacy Policy that forms part of this Agreement and governs the way we will use any information that is submitted as part of the registration process.
3.3 Username and Password On registration as a Subscriber you will be required to give a Subscriber Identification name (the "Username") and a password (the "Password") both unique to you. Your Username and Password are for single users only and are confidential to you and must not be disclosed to any third party or used by you or on your behalf for any purpose other than your use of the Site. You agree to: (1) notify us immediately in writing of any unauthorised use of your Username or Password of which you become aware, or of any circumstances relating to the actual or potential misuse of your Username, giving reasonable details of the unauthorised use or applicable circumstances as appropriate; and (2) exit your account in the manner directed on the Site at the end of each session. We will not be liable to you for any loss or damage (whether direct, indirect or consequential) arising from your failure to comply with this clause 3.3 (without prejudice to the terms of clause 9.4 below) and you agree to indemnify us against any charges, costs, claims, damages or expenses (howsoever arising) incurred by us as a result of your failure to comply with such provisions. We may refuse to grant you a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive, as determined by us.
3.4 Services Services offered on the Site are available only to persons over 18 or companies or other corporate bodies that are capable of forming valid legally binding contracts under their domestic governing law and who have completed the on-line registration form.
3.5 Subscriber Information By submitting the on-line registration form you warrant that the information contained on the form ("Subscriber Information") is true and accurate in all respects and you have the authority and capacity to complete the form. You agree to immediately notify us in writing of any changes in Subscriber Information. We reserve the right to refuse to register you for any reason. You are solely responsible for the Subscriber Information. If on registration (or on amendment of your registration details) you provide us with an email address that will result in any emails we may send you being sent to you via a computer network operated by or on behalf of your employer (or similar) then you are warranting that you are entitled to receive emails at that address. You also agree that we may refrain from sending you any emails to such address without notifying you, even if you have subscribed to receive them, if we receive a request from your employer to stop sending emails to that address.
3.6 System Integrity You undertake to us that you will not use and that you will not permit the use of any device, software or programming routine that interferes or attempts to interfere with the working and functionality of the Site. You undertake not to take or permit the taking of any action that (in our sole discretion) imposes an unreasonable or disproportionately large load on our infrastructure. The Site contains robot exclusion headers and you agree that you will not use any robot, spider, other automotive device or manual process to monitor or copy our web pages or the content contained on the Site without our prior written consent.
4. Use of the Site 4.1 Content The Site and News by e-mail includes facts, views, opinions and recommendations of individuals and organisations deemed of interest. We do not guarantee the accuracy, completeness or timeliness of, or otherwise endorse, these views, opinions or recommendations, give tax or investment advice, or advocate the purchase or sale of any security or investment. The content on the Site, including any research does not constitute any form of advice, recommendation or arrangement by us and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. The Site may contain projections or other forward-looking statements regarding future events. Actual developments, results and events might differ materially. Nothing on the Site constitutes a solicitation by us of the purchase or sale of securities. We strongly recommend appropriate independent advice should be obtained before making any such decision. Any arrangements made between you and any third party named on this Site are at your sole risk and responsibility. We, in our sole discretion, may reasonably add, delete or change some or the entire Site at any time. The content contained in the Site is presented for informative purposes only. The content should not be considered complete nor should it be relied upon without first consulting with an investment professional. Nothing contained on the Site should be considered a substitute for professional advice. The data content is nonetheless provided by personnel with competence and knowledge relating to the site. Due to the number of sources from which content in the Site is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in such content.
4.2 Proprietary information You acknowledge and agree that the materials used and displayed on the Site including but not limited to text, music, software, sound, photographs, graphics, video, page layout and design, illustration and artwork, names, logos, trademarks, service marks and all other materials are the property of Total Derivatives and/or its licensors, and are protected by copyright trademark and other laws. You agree not to modify, copy, reproduce, re-publish, upload, post, transmit, rent, loan, sell, lease, license, sub-license or distribute any material on the Site or create in any way content and/or derivative works based on the content of the Site or the Site itself or services provided by, or on behalf of Total Derivatives in whole or in part without our prior written consent.
5. News by E-mail We may give you the option to subscribe to our e-mail news service. Your use of the content received through the e-mail news service will be subject to these Terms. In addition, on registration to the Site, we may automatically sign you up to receive certain news emails (although you will be given the option to opt-out of receiving such emails on registration).
6. Links to third party sites Third parties or we may provide links to other web sites or resources. These links are provided solely as a convenience to you and are not an endorsement by us of the contents of such third party web sites. We have no control over such sites and resources and you acknowledge and agree that we are not responsible for the availability of such external sites or resources and do not endorse and are not responsible or liable for any content, advertising, product, services or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance of any such content, goods or services on or available through any such site or resource. If you decide to access linked third party web sites you do so at your own risk. Any concerns regarding any external links should be directed to its respective site administrator or web master. If you would like to link to the Site please read and comply with the following guidelines and all applicable laws. A web site that links to the Site:
(a) may link to, but not replicate, the content of the Site; (b) must not create a frame or any other browser or border environment around the Content; (c) must not in any way imply that Total Derivatives is endorsing it or its products or services; (d) must not misrepresent its relationship with Total Derivatives; (e) must not present false information about Total Derivatives; (f) must not be a web site or WAP site that infringes any intellectual property or other right of any person or that otherwise does not comply with all relevant laws and regulations; (g) must not be a web site or WAP site that contains content that could be construed as distasteful, offensive or controversial.
We expressly reserve the right to request that any link in breach of these terms is removed and to take whatever other action it deems appropriate.
7. Subscription Fee Your subscription as Subscriber will continue and renew automatically, unless terminated by us or until you notify us by telephone or mail of your decision to terminate your subscription. In order to become a Subscriber and continue to be a Subscriber you must pay the Subscription Fee within 30 days of receiving a valid invoice. If you fail to pay in accordance wih this clause 7 we will be entitled to terminate your use of the Site by giving you seven (7) working days written notice to this effect. Without prejudice to the terms of clause 9.2 below, you agree to indemnify us against all costs (including but not limited to legal fees) incurred by us in connection with collection of any unpaid fees.
8. Privacy You are asked to read the Privacy Policy , which forms a part of this Agreement and sets out the way in which we handle your personal data.
9. General 9.1 Termination of this Agreement We reserve the right to suspend or terminate you account, which is or appears to us to be in breach of any of the provisions of this Agreement, including the provision of false registration details or other misuse of the services offered through this Site. If you hold such a suspended or terminated account you may not re-register for the Site without our prior consent. We may pursue any other remedy legally available to us if you fail to comply with any of your obligations contained in this Agreement. You may terminate this Agreement with or without cause by providing 90 days advance written notice to us. If any proceeding is brought by or against you under the bankruptcy or insolvency laws of any jurisdiction, we shall be entitled to terminate this Agreement forthwith.
9.2 Indemnity You agree to pay, indemnify, and hold Total Derivatives (and its directors, officers, employees and agents) harmless from any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to:
(1) Any third party claim, action or allegation of infringement, misappropriation, or violation of copyright, trademark or other proprietary rights of any third party based on any content submitted by you; (2) any breach of this Agreement by you; (3) any third party claim action or allegation brought against Total Derivatives arising out of in relation to a dispute between Subscribers or in relation to your use or misuse of the Site; and/or (4) any action taken by Total Derivatives under your instructions in relation to the use of the Site.
9.3 Disclaimer of Warranties Your use of the Site and any services offered on or in connection with your use of the Site is at your sole risk. Services provided with the Site are provided on and "as is" and "as available" basis. We and our suppliers to the fullest extent permitted by law disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchant ability and non-infringement of proprietary or third party rights. Our suppliers and we make no warranties about the accuracy reliability, completeness or accuracy of the material, services, software, text, graphics, and links. We make no warranty that:
(1) the service will meet your requirements; (2) the service will be uninterrupted, timely, secure or error free; or (3) the quality of any product services information or other material purchased or obtained by you through your use of the Site will meet your expectations.
If your use of the Site will require your replacing equipment or data you will be responsible for the costs of such replacement. Your use of the Site and services offered in connection with the Site is at your own risk. If you are dissatisfied with any part of the Site offered through the Site or with this Agreement or any other rules or policies your sole remedy is to discontinue use of the Site.
9.4 Limitation of Liability You expressly understand and agree that we shall not be liable for any direct (other than for death or personal injury arising directly from use of the Site), indirect incidental, special, consequential or exemplary damages including but not limited to, loss of profits, goodwill, use, data or intangible losses (even if we have been advised of the possibility of such damages) resulting from:
(1) the use or the inability to use the Site or any service provided in connection the Site. (2) the cost of procurement of substitute and services resulting from any, data, information, services purchased or obtained and messages received and transactions entered into through or from the Site; (3) unauthorised access to or alteration of your transmissions or data; (4) statements or conduct of any Subscriber or third party in relation to the Site or; (5) any other matter relating to the Site or service provided in connection with the Site.
In no event will our liability arising out of or in respect of this Agreement exceed £250. Some jurisdictions do not allow the exclusion of certain warranties with a limitation or exclusion of liability for incidental or consequential damages. Accordingly some of the above limitations of this section 9.4 may not apply to you.
9.5 No Association No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between Total Derivatives and you or any Subscriber is intended or created by this Agreement.
9.6 No Assignment Neither party shall be entitled to assign the benefit of this Agreement or transfer, delegate or sub-contract any of its duties or obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld, save if by You or us in the event of restructure or reorganisation, in which case the consent of other party is deemed to be given.
9.7 Suspension or Discontinuance of Service Total Derivatives may suspend or discontinue the Site when or where reasonably necessary and with or without notice.
9.8 Force Majeure Neither you or Total Derivatives shall be liable for any failure to perform any obligation under this Agreement if such failure results from any act of God or other cause beyond its reasonable control (including without limitation, any mechanical, electronic or communications failure)
9.9 Entire Agreement This Agreement (as amended from time to time) comprises the entire agreement between you and Total Derivatives and governs the use of the Site and any services provided to you in connection with the Site. It replaces and voids any prior agreement between you and Total Derivatives, whether written or verbal, in relation to the Site or any services provided to you in relation to the Site. You may also be subject to additional terms and conditions when you use affiliate or other Total Derivatives services, third-party content or third-party software. We make no claims that the Site is appropriate for any particular purpose or audience, or that it may be downloaded outside of the United Kingdom. Access to the Site or use of the Site may not be legal by certain persons in certain countries.
9.10 Severability Each provision of this Agreement excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances.
9.11 No waiver No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
9.12 English law All legal issues arising from or related to the use of the Site or any services provided in relation to the Site shall be construed in accordance with and determined by the laws of England law and you hereby agree to submit to the exclusive jurisdiction of the English Courts. Total Derivatives Limited is a company registered in England and Wales under number 4048617 whose registered office is at Nestor House, Playhouse Yard, London EC4V 5EX.
