1. Access and Use
1.1. This Agreement is written in plain language so that you understand your obligations when using Derivation's Insight Platform. You may not republish, reproduce, or reuse any content from the Platform unless there is an express exception or separate license granted by Derivation. All content and technology used on the Platform belong to Derivation, and any attempt to scrape, disassemble and reassemble, or any other unlawful use will result in termination of your account and prosecution to the fullest extent of the law.
1.2. Users of all ages are welcome to access and use the Platform. If you are under the age of 18, you must have the consent of a parent or legal guardian to use the Platform. If you are accessing the Platform on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement.
1.3. License: Subject to the terms of this Agreement, Derivation grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform for your internal business purposes.
1.4. Prohibited Conduct: You agree not to:
(a) Use the Platform for any illegal or unauthorized purpose.
(b) Modify, adapt, translate, or reverse engineer any portion of the Platform.
(c) Remove or alter any copyright, trademark, or other proprietary rights notices contained on the Platform.
(d) Use the Platform in any manner that could disable, overburden, damage, or impair the Platform.
2. Republication
2.1. Republication of any content is expressly prohibited without the written consent of Derivation. You may link to content with proper attribution and in accordance with Fair Use provisions, but mirroring, scraping, or copying any content, in part or whole, through any means, without the written consent of Derivation is expressly prohibited. In no event will you
(a) alter, modify, reproduce, or create derivative works of any content;
(b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any content; or
(c) alter, obscure, or remove any copyright, trademark, or any other notices provided on or in connection with any content. To request consent for republication, please contact Derivation to request Copyright Permissions.
3. Intellectual Property
3.1. Ownership: Derivation retains all rights, title, and interest in and to the Platform, including all intellectual property rights.
3.2. Feedback: If you provide any feedback, suggestions, or ideas regarding the Platform ("Feedback"), you grant Derivation a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, modify, and incorporate such Feedback into the Platform.
4. Data Privacy
4.1. Collection and Use: Derivation may collect and use personal information as described in its Privacy Policy.
4.2. Security: Derivation employs industry-standard security measures to protect your data; however, no method of transmission over the Internet or electronic storage is 100% secure.
5. Termination
5.1. Termination by Derivation: Derivation may suspend or terminate your access to the Platform at any time for any reason, without prior notice or liability.
5.2. Effect of Termination: Upon termination, all licenses and rights granted to you under this Agreement will immediately cease, and you must cease all use of the Platform.
6. Disclaimers
6.1. No Warranty: The Platform is provided "as is" and "as available" without any warranties of any kind, whether express or implied.
6.2. Limitation of Liability: In no event shall Derivation be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, arising out of or in connection with your use of the Platform.
7. Indemnity
7.1. You hereby agree to indemnify, defend, and hold harmless Derivation and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from:
(a) your access to or use of the Platform and content;
(b) your content; and
(c) your breach of any representation, warranty, or other provision of this Agreement. Derivation will provide you with notice of any such claim, and Derivation will have the right to participate in the defence of any such claim.
8. Limitation on Liability
8.1. Derivation will not be liable for ANY damages, however caused, under ANY theory of liability, arising in connection with, or out of the use of, the Platform or the content, even if Derivation has been advised of the possibility of such damages. Derivation’s total cumulative liability in connection with this Agreement and its provision of the Platform and all content shall not exceed the greater of
(1) Fees you actually paid to Derivation in the preceding 3 months or
(2) $100.00 (USD). You acknowledge that Derivation would not enter into this Agreement without these limitations on liability. In jurisdictions where limitation of liability for consequential or incidental damages is not permitted, Derivation’s liability is limited to the maximum extent permitted by law.
9. Governing Law and Dispute Resolution
9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law principles.
9.2. Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved exclusively through arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, and the arbitrator's decision shall be final and binding.
10. Miscellaneous
10.1. Entire Agreement: This Agreement constitutes the entire agreement between you and Derivation regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings.
10.2. Modification: Derivation reserves the right to modify or update this Agreement at any time by posting the revised terms on the Platform. Your continued use of the Platform after such changes constitutes acceptance of the modified Agreement.
By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you do not agree to these terms, you should not access or use the Platform.