PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE.
These Terms and Conditions of Use (“Terms”) are intended to constitute a binding agreement that conditions your use of the websites of Daphne Technologies LLC (together with its subsidiaries and affiliates, “Daphne”, “we”, “us” and “our”) (including www.getdaphne.com and any sites that are automatically redirected to them, collectively, the “Sites”). By using the Sites, you acknowledge that you have read these Terms and you agree to be bound by them without limitation or qualification. If you do not agree to these Terms, do not use the Sites. Subject to your compliance with the Terms, Daphne grants you a non-exclusive, non-transferable, revocable, limited right to access and use the Daphne platform (“the Platform”).
Nothing contained in these Terms is intended to modify any other written agreement you may have with Daphne, if any, that may be in effect. In the event of any inconsistency between these Terms and any other written agreements with Daphne, the terms of the other written agreements shall control. Additional terms and conditions of use may be applicable to password-restricted areas of the Sites.
- ACCESS
1.1. - Registration and accounts. In order to access the Platform, you must register with Daphne and create a Daphne account. When you register with Daphne, you must provide Daphne certain information and data, including personal information. You acknowledge that Daphne may use the personal information you provide to communicate with you, including by telephone, email or text message. By registering with or using the Platform, you hereby affirm that all information you provide to Daphne is correct and true to the best of your knowledge, information and belief.
- THIRD PARTY AGREEMENT AND ACCURACY OF DATA
2.1. - Third party agreement. You are, or may become, a party to one or more agreements with third parties (each, a “Third Party Agreement”) setting forth the terms and conditions upon which, in each case you and/or one or more of your affiliates creates or provides Investment Information using the Daphne Services and Daphne Platform to a distributor, investment advisor or similar person (a “Distributor”) or a data consumer (such as a registered investment advisor or distributor). You acknowledge and agree that (i) Daphne is not a party to the Third Party Agreement and shall have no liability in connection with the breach thereof by you, (ii) DAPHNE IS NOT RESPONSIBLE FOR THE CONTENT OF THE INVESTMENT INFORMATION AND IS ACTING SOLELY AS A TECHNOLOGY PROVIDER TO FACILITATE THE TRANSMISSION OF THE INVESTMENT INFORMATION TO OR FROM YOU AND (iv) DAPHNE HAS NOT UNDERTAKEN ANY INVESTIGATION WITH RESPECT TO, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF THE INVESTMENT INFORMATION.
- WARRANTY
3.1. - Limited Warranty. USER ACKNOWLEDGES AND AGREES THAT THE DAPHNE PLATFORM AND RELATED SERVICES ARE BEING PERFORMED AND PROVIDED ON AN “AS-IS, WHERE-IS” BASIS, AND THAT DAPHNE MAKES NO OTHER REPRESENTATION OR WARRANTY REGARDING THE QUALITY OF THE DAPHNE PLATFORM, INCLUDING ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY DAPHNE OR OBTAINED BY PARTNER FROM OR THROUGH THE DAPHNE SERVICES – WHETHER FROM DAPHNE OR ANOTHER ENTITY, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM DAPHNE TO YOU. DAPHNE DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (A) THAT THE DAPHNE PLATFORM WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (B) THAT THE DAPHNE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (C) THAT DAPHNE WILL CORRECT ANY DEFECTS OR ERRORS IN THE DAPHNE PLATFORM, API, DOCUMENTATION OR DATA; OR (D) THAT THE DAPHNE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA THAT PARTNER ACCESSES OR DOWNLOADS THROUGH THE DAPHNE SERVICES IS DONE AT PARTNER’S OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD.
3.2. - Mutual Representations. Each Party represents and warrants to the other that (i) it has the full power to accept these Terms and to perform its obligations hereunder; (ii) these Terms constitute a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (iii) these Terms do not contravene, violate, or conflict with any other agreement of such Party; and (iv) it will comply with all applicable federal, state, local, and foreign laws.
- DATA USAGE, PRIVACY AND SECURITY
4.1. - Protection of data. Protecting, securing, and maintaining the information processed and handled through the Daphne Platform is a top priority. This section describes our respective obligations when handling and storing information connected with the Daphne Platform (“Customer Data”).
4.2. - Use of Customer Data. Daphne will treat Customer Data as confidential and not disclose Customer Data to any third party, except where authorized by you. Daphne will only use Customer Data as permitted by these Terms or as otherwise directed or authorized by you. Daphne will not use Customer Data to sponsor, manage or improve any investment products in direct competition with products managed or advised by you and your affiliates, or for any other purposes whatsoever other than in connection with provision of services to you.
4.3. - Data Security. Daphne will implement and maintain administrative, physical and technical safeguards designed to protect the Daphne Platform, and any User or Personal Data contained therein, against breach, loss, damage or unauthorized disclosure. Daphne will notify you within forty-eight (48) Business Hours of any breaches of security that have resulted in the unauthorized disclosure of Customer Data. Daphne will use commercially reasonable efforts to assist you in relation to the investigation and remedy of any such breach of security and any resulting claim, allegation, action, suit, proceeding or litigation with respect to Daphne’s unauthorized disclosure of Customer Data. Daphne shall maintain a business continuity and disaster recovery plan that is reasonably designed to maintain continuity of the Platform.
- INTELLECTUAL PROPERTY
5.1. - Intellectual Property Rights. As between you and Daphne, Daphne and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Daphne Platform (collectively, the “Daphne IP”) or any copies thereof. Daphne IP is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Daphne IP not expressly granted to you in these Terms are reserved.
5.2. - Feedback and ideas. To the extent you provide any suggestions for modification or improvement or other comments, code, information, know-how, or other feedback (whether in oral or written form) relating to the Site or a Financial Service (“Feedback”), you hereby grant to Daphne a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use and commercially exploit the Feedback in any manner Daphne sees fit without accounting or other obligation. For the avoidance of doubt, Feedback is considered Daphne information (and not User Data).
- LIMITATION OF LIABILITY
6.1. - Total liability. A party’s total liability to the other party under this agreement, except for breach of confidentiality, fraud, gross negligence, and willful misconduct, from all causes of action and under all theories of liability will be limited to $1,000.
6.2. - Exclusion of Damages. In no event will either party be liable to the other party for any special, incidental, indirect, punitive, exemplary, or consequential damages (including, without limitation, lost profits, loss of use, loss of data or loss of goodwill), or the costs of procuring substitute products, arising out of or in connection with this agreement or the use or in case of Daphne, the performance of the Daphne Platform or out of any services provided by Daphne hereunder, whether such liability arises from any claim based upon breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, and whether or not the applicable party has been advised of the possibility of such damage.
- TERM AND TERMINATION
7.1. - Termination. These Terms are effective unless and until terminated by either you or Daphne. You may terminate these Terms at any time with notice to Daphne, whereupon you must immediately cease using or accessing the Platform, Content and/or any services provided through the Platform. Daphne may terminate the Terms, in Daphne’s sole discretion, at any time and deny you access to the Platform. Upon any termination of the Terms by either you or Daphne, or if you cease to be a client of Daphne, You must promptly destroy all reasonably accessible copies of Content downloaded or otherwise obtained from the Platform, whether made under the Terms or otherwise, except to the extent necessary to comply with any applicable laws and regulations.
7.2. - Survival. All sections of these Terms, which by its context and intent, will survive termination of these Terms for any reason. All other rights and obligations of the Parties under these Terms will expire upon termination.
- GENERAL
8.1. - Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Delaware as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction, the application of which is expressly excluded. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
8.2. - Binding Arbitration. Any claim or controversy arising out of or relating to these Terms will be settled by arbitration in the State of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered maybe entered in any court having jurisdiction. Costs of the arbitration will be borne equally by the Parties. The arbitration will be tried before one arbitration who will be mutually acceptable to both Parties.
