Delphia Technologies Inc. and its affiliates (“Delphia ,” “we,” “us,” or “our”) welcome you. We provide you access to our website, available at delphia.com (the “Website”), and our mobile application (the “Mobile App” and, collectively with the Website, the “Platform”), subject to the following Terms of Service, which we may update from time to time without notice to you.
These Terms of Service set out important information regarding your rights and obligations in connection with the Platform. In particular, we draw your attention to the following:
- The sections describing our limits on liability to you (Sections 3.8, 4.9 and 4.10); and
- Sections 3.14 and 3.15 titled “Binding Arbitration” and “Class Action Waiver” which contain a binding arbitration agreement and class action waiver and affect your legal rights.
Please read these Terms of Service carefully before you start to use the Platform, as they set out the legal agreement between you and us for your use of the Platform. By accessing the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then you should not use the Platform.
Capitalized terms not defined in these Terms of Service shall have the meaning set forth in our Privacy Policy.
1 Description of Platform; Restrictions
We provide Visitors and Registered Users with access to the Platform as described below.
1.1 Visitors.
“Visitors,” as the term implies, are people who do not register with us, but want to explore the Platform. No application is required for Visitors. Visitors can: (i) view all publicly-available content on the Platform; and (ii) email us. This Agreement governs such Visitors to the extent applicable.
1.2 Registered Contributors, Clients, and Users.
“Registered Customers” are individuals that have completed our Platform registration process (the “App Services”).
“Registered Clients” are U.S. Tax Resident individuals who are eligible under Delphia’s eligibility requirements, and who have entered into a separate Discretionary Investment Advisory Agreement with Delphia (USA) Inc. (the “Investment Adviser”) (which is the Alpaca Customer Agreement if the User became a Registered Client after March 3, 2022, or the Delphia Investment Agreement by Apex if User became a Registered Client before March 3, 2022), pursuant to which the Investment Adviser provides such individuals with investment management advice and services through the access to the Platform (the “Investment Services,” and together with the App Services, the “Services”).
“Users” are Registered Customers or Registered Clients who have subscribed for the Investment Services on the Platform.
Among other things, Registered Customers and Registered Clients have the ability to: (i) create, access, manage, and update their own personal accounts on the Platform; and (ii) sign up for alerts and other notifications.
Delphia is not under any obligation to accept any individual as a Registered Customer and may accept or reject any registration at its sole and complete discretion. The Investment Adviser is not under any obligation to accept any individual as a Registered Client and may accept or reject any registration in its sole and complete discretion.
In addition, Delphia or the Investment Adviser may deactivate or suspend any account at any time, including, without limitation, if Delphia or the Investment Adviser determines that a Registered Customer or Registered Client, respectively, has violated this Agreement or the Investment Advisory Agreement.
Each of Delphia and the Investment Adviser reserve the right, in its sole and absolute discretion, to deny you access to the Mobile App or the Platform, or any portion of either, without notice and without reason.For the avoidance of doubt, your access to and use of the Platform, including the Mobile App, shall be governed by this Agreement, and
the Investment Services through the Platform and provision of any other investment advisory services shall be governed by the Investment Advisory Agreement, as applicable. Notwithstanding the foregoing or anything else in this Agreement to the contrary, in the event of any conflict between the terms and conditions of this Agreement and the Investment Advisory Agreement, the terms and conditions of the Investment Advisory Agreement shall control in respect of the Investment Services you receive.
2 Delphia Investment Accounts
When you become a Registered Client of the Investment Adviser, in addition to the terms in the Investment Advisory Agreement, your use of the Platform is subject to this Agreement. In the event this Agreement conflicts with the Investment Advisory Agreement, the Investment Advisory Agreement shall govern.
2.1 Fees and Charges
Management fees (the “Management Fees”) can be found on the Website and in the Mobile App. Special terms and conditions may apply. The Investment Adviser reserves the right to change the Management Fees from time to time subject to the terms of the Investment Advisory Agreement.
Please refer to your Investment Advisory Agreement for more details on fees and charges.
Details on what services are covered by the Management Fees are available at Fees and Charges.
2.2 Termination
Subject to the terms in the Investment Advisory Agreement, you can discontinue incurring future Management Fees and terminate the Investment Advisory Agreement in respect of your investment account(s) (the “Investment Account”) managed by the Investment Adviser at any time. Please note that uninstalling the Mobile App or closing your Registered Customer account will not automatically stop your Management Fees, if any, or terminate the Investment Advisory Agreement that applies to your Investment Account(s). You must actively cancel the Management Fees, if any, and terminate your Investment Advisory Agreement. Please contact us at support@delphia.com to cancel your Management Fees, if any, and terminate your Investment Advisory Agreement and Investment Account(s).
3 Community Guidelines
Our community, like any community, functions best when our Users follow a few simple rules. By accessing the Platform, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
- You will not contribute any materials or data to the Platform that contains confidential or material non-public information;
- You will comply with all applicable laws in your use of the Platform and will not use the Platform for any unlawful purpose;
- You will not access or use the Platform to collect any market research for a competing business;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You may never use another User’s account under any circumstances. You must notify us immediately of any breach of security or unauthorized use of your account. Delphia will not be liable for any losses caused by any unauthorized use of your account;
- You will not interfere with, or attempt to interrupt the proper operation of, the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (as defined below), data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;
- You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;
- You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
- You will not post any comments to the Platform that contain any libelous or otherwise unlawful, threatening, defamatory, abusive, or obscene material;and
- If you find something that violates our Community Guidelines, please let us know, and we’ll review it.
3.1 Intellectual Property
The Platform contains material, such as videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Delphia (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
The trademarks, service marks, and logos of Delphia (the “Delphia Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Delphia. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Delphia Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Delphia Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of scraping, framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
3.2 No Offers or Reliance; No Investment or Financial Advice
Visitors should note that no information set forth in areas of the Platform that Visitors have access to (the “Visitor User Areas”) should be construed as investment or financial advice. The Visitor User Areas are limited to the dissemination of general information pertaining to Delphia’s data collection and investment advisory services, together with access to additional investment-related information, publications, and links. Accordingly, the publication of information on the Visitor User Areas on the Internet should not be construed by any client and/or prospective client/investor as Delphia’s solicitation to effect, or attempt to effect, transactions in securities, or the rendering of personalized investment advice for compensation, over the Internet.
Delphia is neither a law firm nor an accounting firm, and no portion of the Platform should be interpreted as legal, accounting, or tax advice. To the extent that past performance is available through the Platform, past performance is not indicative of future results, and no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.
No material available through the Platform shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of any of our affiliated entities. Offers can only be made where lawful under, and in compliance with, applicable law.
Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by Delphia), will be profitable or equal to any historical performance levels.
Any research content discussed on the Platform does not constitute investment advice or a recommendation that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.
Investments discussed on the Platform, if any, may not be suitable for all investors. Investors should make their own investment decisions based upon their own financial objectives and financial resources, and should obtain independent investment, legal, and tax advice before deciding to invest.
Investments discussed on the Platform ultimately may generate positive returns, and other investments made in these asset classes or geographic regions, but not discussed on the Platform, may generate negative returns, or vice versa. It should not be assumed that investments made for any particular account will match the performance or character of the investments discussed on the Platform, or that the returns of any accounts managed by Delphia will equal the performance of the investments discussed on the Platform. Investors may experience materially different results.
3.3 No Inside Information; No Guaranteed Results
Delphia obtains information from a wide variety of publicly-available sources. Delphia does not have, nor does it claim to have, sources of inside or private information. The recommendations developed by Delphia in connection with its services are based upon the professional judgment of Delphia, and Delphia cannot and does not guarantee the results of any recommendations.
3.4 Forward-Looking Statements
The Platform contains certain “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential,” and other similar terms. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations, and the success or lack of success of Delphia’s investment process or strategy. All are subject to various factors, including, but not limited to, general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory, and technological factors affecting Delphia’s operations that could cause actual results to differ materially from projected results.
3.5 Positions and Recommendations
Certain portions of the Platform may contain a discussion of, and/or provide access to, Delphia’s (and those of other investment and non-investment professionals) positions and/or recommendations as of a specific prior date. Due to various factors, including changing market conditions, such discussion may no longer be reflective of current positions and/or recommendations. Moreover, no Registered Client should assume that any such discussion serves as the receipt of, or a substitute for, personalized advice from Delphia or from any other investment professional.
3.6 Rankings and Rating Services
Rankings and/or recognition by unaffiliated rating services and/or publications should not be construed by a Registered Client as a guarantee that he/she will experience a certain level of results if Delphia is engaged, or continues to be engaged, to provide investment advisory services, nor should they be construed as current or past endorsements of Delphia by any of its Registered Clients. Rankings published by magazines and others generally base their selections exclusively on information prepared and/or submitted by the recognized adviser. Moreover, with regard to any performance information contained on the Platform, directly or indirectly, users should note that past results are not indicative of future results.
3.7 Communications With and Submissions To Us
Although we encourage you to email us, we do not want you to, and you should not, email us any content that contains confidential or material non-public information. With respect to all emails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
3.8 No Warranties; Limitation of Liability
You acknowledge that Delphia does not represent or warrant that the content and any other data or information provided through the Platform will be accurate or complete.
You also acknowledge that the Platform may contain bugs, errors, and other problems that could cause system failures. Consequently, the Platform and the content are provided “as is” and “as available” without any warranties of any kind, including that the Platform or Content will operate error-free or that the Platform, its servers, or the content are free of computer viruses or similar contamination or destructive features.
We disclaim all warranties, including, but not limited to, warranties of title, merchantability, non-infringement of third parties’ rights, and fitness for particular purpose and any warranties arising from a course of dealing, course of performance, or usage of trade.
In connection with any liability arising under this Agreement or related to your use of the Platform or Content: (i) we and our licensors shall not be liable for any incidental or consequential damages, lost profits, or damages, even if we have been advised of the possibility of such damages; and (ii) any direct damages that you may suffer arising under this Agreement or related to your use of the Platform or the Content shall be limited to the total fees that you have paid to us within the six (6) months immediately preceding the events giving rise to any claim.
Some jurisdictions do not allow the exclusion of certain warranties. Therefore, some of the above limitations on warranties in this section may not apply to you.
Nothing in these terms of Service shall affect any non-waivable statutory rights that apply to you.
3.9 External Sites
The Platform may contain links to third-party websites, apps, services or offers that are not owned or controlled by Delphia (“External Sites”). These links are provided solely as a convenience to you and Delphia does not endorse or assume responsibility for the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk, and you understand that this Agreement and Delphia’s Privacy Policy do not apply to your use of those services.
3.10 Indemnification
You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement or the Investment Advisory Agreement; (ii) your misuse of the Content or the Platform; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
3.11 Compliance with Applicable Laws
We make no claims concerning whether the Platform may be used or the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
3.12 Termination of the Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability. Sections 3.3 to 3.17 shall survive the termination of this Agreement.
3.13 Controlling Law
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
3.14 Binding Arbitration
In the event of a dispute arising under or relating to this Agreement, the Content, or the Platform (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. If either party chooses arbitration, neither party shall have the right to litigate such claim in court or to have a jury trial, except either party may bring its claim in its local small claims court, if permitted by that small claims court rules and if within such court’s jurisdiction. Arbitration is different from court, and discovery and appeal rights may also be limited in arbitration. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA.
The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 3.16 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
3.15 Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
3.16 Equitable Relief
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.
3.17 Miscellaneous
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will insure to the benefit of our successors, assigns, licensees, and sublicensees.
4 Terms + Conditions for the Referral Program
Delphia may at times offer you the opportunity to refer friends via a referral program (each, a “Referral Program“) offered on the Platform.
4.1 Binding Agreement
By using the Platform or participating in the Referral Program, both Users making a referral and those who accept a referral are bound by this Agreement and indicate their agreement to it.
4.2 How the Program Works.
Using the Platform, a User may participate in a Referral Program (if offered by Delphia at the time), that may allow them to receive certain rewards that may be designated by Delphia from time to time in its sole discretion (any such rewards, “Referral Program Awards”) by inviting their eligible friends, family members or colleagues that are personally known to the User (“Friends“) to register as new Delphia users using a unique referral code (“Referral Program Codes”). Users may refer as many Friends as they like throughout the entirety of the Referral Program. Referral Program Codes must
be used for the intended audience and purposes and may not be sold or transferred in any manner or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Delphia. Any Referral Program Rewards are non-transferable, may not be resold, and are not redeemable for cash, cash equivalent or other consideration.
4.3 Referrer Eligibility
Once a User makes a referral with their Referral Program Code, he/she becomes a “Referrer“. The Referrer must send the Referral Program Code to his/her Friends in order to become eligible to receive any Referral Program Rewards. Only permanent legal residents of the United States who are 18 years of age or older who have an open investment account on the Delphia Platform, may become a “Referrer” and refer individuals to Delphia under any Referral Program.
4.4 Referred Friend Eligibility
Only tax residents of the United States who are 18 years of age or older who can open an investment account on the Delphia Platform may become a “Referred Friend” and be referred to Delphia under the Referral Program. In addition, in order to receive any Referral Program Rewards then designated by Delphia, the Referred Friend (i) cannot be a prior or current, customer, client or User of the Delphia Platform, (ii) must be a first-time User of the Platform as a result of your referral, and (iii) must open an investment account on the Delphia Platform (a “Valid Referral”). For greater certainty, a Referred Friend will be disqualified, and your referral will not be a Valid Referral, and neither you nor your Referred Friend will receive any Referral Program Rewards (if applicable) if Delphia has a record of their name, email, phone number, or device being linked to an existing active or inactive Delphia account.
4.5. Referral Best Practices
While, in theory, a Referrer can refer an unlimited number of Friends using their Referral Program Code, in practice Referrers should only refer Friends that are personally known to them and we reserve the right to disallow referrals where there is no personal connection between the Referrer and the referred.
4.6 Referral Abuse
Referrers cannot refer themselves or create multiple, fictitious or fake accounts with Delphia. No User may use the Referral Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Referral Program. In addition, you may not (i) tamper with the Referral Program, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot or other device or artifice to participate or receive any benefit in the Referral Program. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE REFERRAL PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, DELPHIA RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
4.7 Referrer Representations, Warrants and Covenants.
Every time you refer a Friend to the Referral Program you represent and warrant that you are not a person who: (i) is subject to a Securities Exchange Commission order issued under section 203(f) of the Investment Advisers Act, or (ii) has been convicted within the previous ten years of any felony or misdemeanor involving conduct described in section 203(e)(2)(A) through (D) of the Investment Advisers Act, or (iii) has been found by the Securities Exchange Commission to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Investment Advisers Act, or (iv) is subject to an order, judgment or decree described in section 203(e)(4) of the Investment Advisers Act. You also hereby agree to immediately advise us if any of these representations become untrue.
4.8 Privacy
Your Referral Program Code is unique to you and indirectly identifies you as a User of the Platform. By sharing your Referral Program Code with your Friends, you consent to the disclosure of your personal information (limited to your name, email address, and status as a Platform User) to the Referred Friend with whom you have shared your Referral Program Code. You consent to the disclosure of your personal information to any person who receives your Referral Program Code if you publicly share, distribute or post your Referral Program Code or do not prohibit your Friends from re-distributing your Referral Program Code to others. The personal information collected, processed and used as part of the Program will be used in accordance with Delphia’s Privacy Policy, which is available for your review at: https://delphia.com/privacy-policy. Please refer to our Privacy Policy for more details on how we treat your personal information.
4.9 Liability
YOU UNDERSTAND AND AGREE THAT THE INDEMNIFIED PARTIES (DEFINED BELOW) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY DELPHIA, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE DELPHIA PLATFORM OR THE TASK SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. By participating in the Referral Program, you agree to indemnify, defend, and hold harmless Delphia and its affiliates, and their attorneys, insurers, independent contractors, providers, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities incurred in connection with (i) your use or inability to use the Platform, (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party, or (iv) any content submitted by you or using your account to the Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Delphia reserves the right, in its sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Delphia. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE INDEMNIFIED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL BE $100.00.
4.10 Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE REFERRAL PROGRAM AND THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DELPHIA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.**
4.11 Bulk Distribution (“Spam”)
Each Referrer is the actual sender of the emails and must comply with applicable law. Referrals must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. By submitting any email address as part of the Referral Program, the Referrer represents that he/she has the appropriate permission and consent. Bulk email distribution, distribution to strangers, or any other use of the services described herein in a manner that is not promoted is expressly prohibited and may be grounds for immediate removal from the Platform and further legal action. Delphia has no obligation to monitor the Referral Program or any communications; however, we may choose to do so and block any chat messages, remove any such User Generated Content, or prohibit any use of the Referral Program. Referrers who do not comply with the law, including anti-spam laws, are obligated to indemnify Delphia against any liabilities, costs and expenses it incurs as a result of such spam.
4.12 Right to Cancel, Modify or Terminate
We reserve the right to cancel, modify or terminate any Referral Program then in effect at any time for any reason without notice. We reserve the right to disqualify any User at any time from participation in the Referral Program if we have a good faith belief that
he/she has violated any of these Terms of Service. You agree we may change the terms and conditions of any Referral Program, terminate any Referral Program, or expire, deduct, limit, or modify any applicable Referral Program Rewards at any time for any reason, including but not limited to, the event that Delphia determines or believes that your participation in the Referral Program or use or redemption of Referral Program Codes was in error, fraudulent, illegal, or otherwise in violation of these Terms.
We may at our sole discretion, make available promotions with different features to any users or prospective users of our Platform. These promotions, unless made to you, shall have no bearing whatsoever on your relationship with us. From time to time, we may offer you incentives to refer new users to our Platform. These incentives may come in the form of reward shares, and we may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives at our sole discretion. We reserve the right to withhold or deduct reward shares or other benefits obtained through a promotion in the event that we determine or believe that the receipt of the reward or benefit was in error, fraudulent, illegal, or in violation of this Agreement or an applicable referral agreement or program agreement.
5 Social Media Disclosure
Delphia’s social media accounts are run by individual analysts or other Delphia team members. Social media posts are not necessarily the opinion of the Investment Adviser and its affiliates as a whole. As a quantitative investor, Delphia and its related persons (including Andrew Peek), use conversations via social media as part of its investment research process. As a result, Delphia and clients as well as its related persons such as Andrew Peek may (but do not necessarily) have financial interests in securities or issuers that we discuss. However, any discussion of securities or issuers by Delphia or Andrew Peek in such conversations is not a recommendation to buy, sell or hold any particular security.
Data provided by IEX Cloud
Effective: July 2023
