Terms and Conditions

Please read the following Terms and Conditions for use of the www.DelphX.com website (hereinafter referred to as “DelphX”) operated by DelphX Capital Markets Inc. (hereinafter referred to as “the Company”). By using DelphX and the information and services available therein, you agree to follow and be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, do not use DelphX.

The Company owns DelphX and reserves the right, at its sole discretion, to modify these Terms and Conditions at any time and any such modification will be effective immediately upon posting of such modification. You should check these Terms and Conditions periodically for modifications. If you use DelphX after modifications have been posted to DelphX, you agree to be bound by such modifications.

These Terms and Conditions are in addition to any other agreements between you and the Company, including any participant or other account agreements and any other agreements that may govern your use, or expanded use, of products, services, content, tools and information available on the DelphX.

Use of the DelphX Website

DelphX is intended only for your personal, non-commercial use and display. You may download information from the DelphX site to your computer and print out a hard copy for your personal reference, provided that you agree not to remove any copyright, trademark or other notices contained therein.

No Recommendations or Advice Provided

The Company does not make recommendations or offer investment advice of any kind. The Company provides the content available on DelphX solely for informational, educational and noncommercial purposes. Although the Company may provide data, information and content relating to the purchase or sale of securities, you should not construe any such information as investment, financial, tax, legal or other advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any data, information or content on DelphX. In exchange for using such data, information or content, you agree not to hold the Company or its third party content providers liable for any possible claim for damages arising from any decision you make based on information made available to you through DelphX.

Website Content

The Company offers content from third party providers on DelphX. This content includes, but is not limited to, financial market data, quotes, orders, news and research (the “content”). The Company does not endorse or approve the content, and we make it available to you only as a service and convenience. The Company and our third party providers do not guarantee the accuracy, timeliness, completeness or correct sequencing of the content or warrant any results from your use or reliance on the content. The content may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Company nor the third party providers are obligated to update any information contained in any of the content. The Company may discontinue offering any content on DelphX at any time without notice. You agree that neither the Company nor any third party providers will be liable to you in any way for the termination, interruption, delay or inaccuracy of any of the content on DelphX. You will not redistribute or facilitate the redistribution of any content, nor will you provide access to the content to anyone who is not authorized by the Company to receive the content.

Hyperlinking from the Website

In the event you use the hyperlinks included on DelphX to gain access to a Website or Internet location or source of information other than the Company or to any other Internet location, you acknowledge that such other sites or locations are not under the control of the Company and agree that the Company shall not be responsible for any information or other hyperlinks found at any such Website or Internet location or source of information or for your use of such information. The Company provides such hyperlinks only as a convenience to you and has not tested any software or verified any information found on or through such Websites. The fact that the Company has provided a hyperlink to another Website does not signify an endorsement of the Website or its contents by the Company. There are inherent risks in the use of any software or information found on the Internet, and you acknowledge that you understand these risks before making any use of DelphX.

Electronic Recording

In connection with your use of DelphX, you acknowledge and consent to the taping or any form of electronic recording of any communication, electronic or otherwise, between you and the Company, its affiliates, its representatives or agents. You acknowledge and consent to the recording, retention and use by the Company (and its employees, representatives and agents) of all information and data that you input during your use of DelphX and/or during any communication with the Company.

Electronic Communications

The Company provides its e-mail addresses on DelphX so that you may communicate electronically by sending an e-mail message to the Company. All e-mail sent to and from the Company will be received or otherwise recorded by the Company’s corporate e-mail system and is subject to archival, monitoring or review by and/or disclosure to, someone other than the recipient. Communications through DelphX may involve the electronic transmission to any e-mail address you provided to us of information that you may consider to be personal financial information, and you agree and consent to such transmission of such information. You agree not to use e-mail to transmit any confidential personal information.

License and Website Access

The Company hereby grants you a limited, nonexclusive, nontransferable license to view, bookmark, download and print the pages within DelphX, and the documents, graphics and media incorporated on those pages, solely for the purpose of your personal, non-commercial use and display. You are solely responsible for obtaining, paying for, repairing and maintaining all of the equipment, telephone lines and other material that you need to access DelphX and the pages within DelphX may be used solely for personal, informational and non-commercial purposes. You may not modify, copy, distribute, transmit, post, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any pages, data, information, software, products or services obtained from DelphX, unless you have obtained the prior written permission of that right or you are using a service available through DelphX. The Company reserves all rights not expressly granted herein and the Company expressly reserves the right to monitor any and all use of DelphX.

Unless you have obtained the Company’s prior written permission, you and any other users of DelphX, may not:

  • Copy, modify or display the Company’s name, logo, trademarks, text, or graphic images or content in any way, except as set forth herein;
  • Redeliver any of the pages, text, graphic images or content of DelphX using “framing” technology;
  • Modify or use the Company’s name, logo or other trademarks or the pages, text, graphic images or content from DelphX for any purpose other than as set forth herein—such a modification or use is a violation of the Company’s copyrights and/or other proprietary rights;
  • Use devices (including software) that are designed to provide repeated automated access to DelphX, other than those made generally available by the Company, or probe, scan or test the vulnerability of any system or network related in any way to DelphX, without the prior written consent of the Company. The Company reserves the right to take all measures necessary to prevent such access, probing, scanning or testing, including denial or termination of service, and you acknowledge and agree that the Company shall be entitled, without any other rights or remedies, to injunctive or equitable relief as may be deemed proper to enforce such right; and
  • Include “DelphX, LLC”, “DelphX” or any other trademark of the Company, any Company employee’s name or any variation of any of the foregoing, as a meta-tag, hidden textual element or any other indicator that may create an impression of affiliation, sponsorship or endorsement between any user and/or the Company and/or DelphX.

Trademarks and Copyrights

The following graphical marks are registered and unregistered trademarks of the Company:

These and future trademarks of the Company may not be used in connection with any product or service that is not offered by the Company and may not be used in any manner that is likely to cause confusion among customers or other parties or that disparages or discredits the Company in any way.

All other marks appearing on this DelphX are the exclusive property of their respective owners.

All content on DelphX, including, but not limited to, text, graphics, audio or video clips, logos, buttons, images, digital downloads, data compilations, software, icons, html, xml or other code, is the property of the Company or its third party content providers and is protected by U.S. and international copyright laws.

The compilation of all content on DelphX is the exclusive property of the Company or its third party content providers and is protected by U.S. and international copyright laws. All software used on DelphX is the exclusive property of the Company or its software suppliers and is protected by U.S. and international copyright laws and other laws.

Downloading Software and File

If you download software or files from DelphX under these Terms and Conditions, the software—including any files or images incorporated in or generated by the software and data accompanying the software—and files (collectively, the “Files”) are licensed to you by the Company solely for your personal, noncommercial use. However:

  • The Company does not transfer title to the Files to you;
  • You own the medium on which the Files are recorded, but the Company and its licensors retain full and complete title in and to the Files, including all intellectual property rights therein;
  • You may not redistribute, sell, decompile, reverse engineer, disassemble or otherwise reduce the Files to any other form whatsoever; and
  • Software from DelphX is subject to U.S. export controls. Software from DelphX may not be downloaded or otherwise exported or re-exported outside the U.S.

International Use

Because of the global nature of the Internet, you agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access DelphX. In addition, you agree to comply with all applicable laws, rules, codes and regulations regarding the transmission of technical data exported from the U.S.

Requirements for Hyperlinking to the Website

You may not hyperlink to DelphX unless you accept and comply with the following Hyperlinking requirements. You are granted a limited, revocable, nonexclusive right to create a hyperlink to this website provided you comply at all times with all of the following conditions:

  • The hyperlink must resolve to the Company’s portal page at www.DelphX.com;
  • The text of the hyperlink to DelphX must include the terms “DelphX,” or “DelphX.com,” or “www.DelphX.com” (you may not use any of the Company’s proprietary logos or other proprietary graphic, including but not limited to banner advertisements, as part of the hyperlink without the prior written permission of the Company);
  • The hyperlink and surrounding context on the hyperlink to DelphX must not falsely represent or suggest any relationship between the party maintaining such hyperlink to DelphX and the Company or DelphX (including suggestions of affiliation, endorsement or sponsorship);
  • The hyperlink and surrounding context on the hyperlink to DelphX must not portray the Company or its products or services in a false, misleading, derogatory, disparaging or otherwise offensive manner;
  • The hyperlink must deliver Company content outside of a framed environment and must maintain the integrity of the layout, content and look and feel of DelphX; and
  • The hyperlink must deliver users directly to DelphX unaltered, unmodified and unadulterated in any way by the hyperlink to DelphX.

Notwithstanding the foregoing, in no event may you maintain numerous or pervasive links to DelphX without the prior written permission of the Company.

Termination, Suspension or Modification

The rights granted to you herein terminate immediately upon any violation by you of these Terms and Conditions. The Company reserves the right to terminate, suspend or modify your access to DelphX at any time, without notice, for any reason whatsoever. You agree that the Company shall not be liable to you or any third party for any termination of your access to DelphX.

Disclaimers and Limitations of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF DELPHX IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO DELPHX AND ANY PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH DELPHX, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT:

  1. DELPHX OR ITS CONTENT WILL MEET YOUR REQUIREMENTS;
  2. DELPHX WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE OF VIRUSES, ERRORS, WORMS, DATE BOMBS, TIME BOMBS OR OTHER HARMFUL COMPONENTS;
  3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF DELPHX WILL BE ACCURATE OR RELIABLE;
  4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH DELPHX WILL MEET YOUR EXPECTATIONS;
  5. ANY ERRORS ON DELPHX WILL BE TIMELY CORRECTED; OR
  6. THE DATA AND MATERIALS PRESENTED OR DISPLAYED ON DELPHX ARE CORRECT, ACCURATE OR RELIABLE. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF DELPHX IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

YOU AGREE THAT THE COMPANY OR ANY THIRD PARTY ENGAGED IN PROVIDING SERVICES TO YOU ON OR THROUGH DELPHX SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE OR OTHER OCCURRENCES BEYOND THE CONTROL OF THE COMPANY OR SUCH THIRD PARTIES.

NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, WHETHER OBTAINED BY YOU FROM THE COMPANY, FROM A COMPANY EMPLOYEE OR AGENT OR THROUGH OR FROM DELPHX, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

  1. THE USE OF OR THE INABILITY TO USE DELPHX;
  2. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM DELPHX;
  3. ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE;
  4. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON DELPHX; OR
  5. ANY OTHER MATTER RELATING TO DELPHX OR THE COMPANY.

Indemnification

You agree to indemnify, defend and hold harmless the Company and its affiliates and the officers, directors, employees and agents of the Company and its affiliates, from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs, arising out of or in any way connected with your access to or use of DelphX.

Integration and Severability

If any provision of these Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions. These Terms and Conditions represent the entire agreement between the Company and you relating to the subject matter herein, except that the Company’s relationship with its subscribers is governed by the Company’s subscriber agreements.

Applicable Law and Venue

Unless otherwise specified, the Company controls and operates DelphX from our offices within the Commonwealth of New Jersey, United States of America. Until further notice, the Company does not claim that content available on DelphX is appropriate or available for use in locations other than the United States. If you choose to access DelphX from other locations, you do so on your own initiative and you are responsible for compliance with any applicable local laws, as set forth above. By visiting DelphX, you agree that the laws of the Commonwealth of New Jersey, United States of America, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and the Company or its affiliates. If you take legal action relating to these Terms and Conditions, you agree to file such action only in the Commonwealth of New Jersey or the United States Federal Court, and you consent and submit to the exclusive personal jurisdiction of those courts for the purposes of litigating any such action.