These Website Terms and Conditions (the “Terms”) contain the terms, rules, conditions, and restrictions that govern your use of the website (currently located at www.truvius.io, and any linked webpages, as amended or modified from time to time (the “Website”). These Terms are a binding contract between you and Scalyr Technologies Inc. (d/b/a, Truvius) and our affiliates (“Truvius,” “we,” “us,” or “our”). You must agree to and accept all of the Terms, or you do not have the right to use the Website or access any of the data, materials or other information displayed on are made available through the Website (the “Content”).
BY ACCESSING OR USING The Website, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF LIABILITY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
Your use of the Website in any way means that you agree to all of these Terms, and these Terms will remain in effect at all times while you use the Website.
We reserve the right to change the Terms at any time without directly communicating such changes to you although such changes will be posted on the Website. As a result, it is your obligation to periodically review the Website and the Terms to ensure you understand the terms for your continued use of the Website. Your continued use of the Website following the posting of any changes to these Terms constitutes acceptance of those changes.
If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and to bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
If you access the investment platform offered by Truvius through the Website (the “Platform”) and engage Truvius to provide investment advisory services to you, the relationship between you and Truvius is also subject to an additional Investment Advisory Agreement (“Advisory Agreement”) and additional Platform Terms of Use (“Terms of Use”). To the extent that any of these Terms conflict with the terms of the Advisory Agreement or the Terms of Use, the terms of the Advisory Agreement and Terms of Use shall control.
Limited License
Subject to your full and ongoing compliance with these Terms, Truvius grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access to and use of the Website.
You will only use the Website and access the Content for your own internal personal, non-commercial use, and not on behalf of or for the benefit of any third party without the prior written consent of Truvius.
As a condition of use, you agree not to use the Website or any Content for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Truvius. You agree not to access or use the Website in any manner that could damage, disable, overburden, place an unreasonable load on, interfere or attempt to interfere with the proper working of, or impair, the Website, its computer systems, or the Truvius network. You agree to abide by all applicable local, state, national and international laws and regulations with respect to your activities conducted on the Website. A violation of any of the foregoing is grounds for termination of your right to use or access the Website and any Content and could lead to legal action or potential criminal actions that could be initiated against you.
You interact with the Website at your own risk. You understand that there is a risk that accessing the Website could potentially harm any device, applications, or systems you use to access the Website, and Truvius will not be liable for any obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages, and expenses (including, but not limited to, fees, expenses, and court costs (including, without limitation, attorney fees and expenses) associated with any investigation or legal action) (“Losses”) arising out of your use of the Website and the Content. You understand that communications distributed by the Website may be distributed by electronic mail, which is by its nature insecure and unreliable. Electronic mail is subject to interception, misdirection and loss. In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an electronic message sent by the Website may access the hyper-links to files contained on the Website, as the Website does not authenticate or validate the identity or authority of any person following a hyper-link contained in any such message.
Restrictions on Your Use of the Website
You agree to the following rules of conduct when using the Website:
Do not access the Website through automated queries (such as by screen or database scraping, spiders, robots, crawlers, or any other automated activity with the purpose of obtaining information from the Website) without Truvius’ prior express written permission. This prohibition does not apply to search engines accessing the Website solely for web indexing purposes.
Do not upload to or distribute through the Website any binary code, macros or other executable code, or any file that contains any viruses, malware, Trojan horses or other components designed to commandeer, limit or harm the functionality of any device.
Do not record, process or mine information about other users, or access, retrieve or index any portion of the Website.
Do not remove or modify any copyright or other intellectual property notices that appear on the Website.
Do not obtain, or attempt to obtain, access to areas of the Website or our systems that are not intended for access by you.
Do not “flood” the Website with requests or otherwise overburden, disrupt or harm the Website or its systems.
Do not circumvent or reverse engineer any portion of the Website or its systems.
Do not restrict or inhibit another user or users from using and enjoying the Website.
Do not charge any person for access to any portion of the Website or any information on the Website.
Do not assist, encourage or enable others to do any of the preceding prohibited activities.
You have no right to use any information on the Website in any commercial or public setting or for any commercial purpose. You have no right to broadcast, copy, save, print, sell or publish any portions of the content of the Website. By accessing the contents of the Website, you agree to this condition of access and you acknowledge that any unauthorized use is unlawful and may subject you to civil or criminal penalties. Except as expressly set forth herein, nothing contained herein shall be construed as granting to you a license under any copyright, trademark, patent or other intellectual property right of Truvius or any third party. Again, you have no rights whatsoever to use the content of, or portions of the Website, including its databases, invisible pages, linked pages, underlying code or other intellectual property the Website may contain, for any reason or for any use whatsoever. In recognition of the fact that it may be difficult to quantify the exact damages arising from infringement of this provision, you agree to compensate Truvius with liquidated damages in the amount of U.S. $100,000, or, if it can be calculated, the actual costs and actual damages for breach of this provision, whichever is greater. You warrant that you understand that accepting this provision is a condition of accessing the Website and that accessing the Website constitutes acceptance of these terms.
Unless expressly authorized by Truvius in writing, you may not hyperlink the Website, or portions thereof, (including, but not limited to, logotypes, trademarks, branding or copyrighted material) to your website or any other website for any reason. Furthermore, you are not permitted to reference the URL (Site address) of the Website or any page of the Website in any commercial or non-commercial media without express permission from us, nor are you allowed to “frame” the Website. You specifically agree to cooperate with Truvius to remove or deactivate any such activities, and you shall be liable for all damages arising from violation of this provision. In recognition of the fact that it may be difficult to quantify the exact damages arising from infringement of this provision, you agree to compensate Truvius with liquidated damages in the amount of U.S. $100,000, or, if it can be calculated, the actual costs and actual damages for breach of this provision, whichever is greater. You warrant that you understand that accepting this provision is a condition of accessing the Website and that accessing it constitutes acceptance of such terms.
Ownership of Website Contents
Truvius owns all of the Website and the Content, including visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, investment offerings and their positioning data, software and all other elements and components of the Website. Truvius also owns the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with the Website and the Content, which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws.
You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display, perform or in any way exploit any of the Content in whole or in part, except as expressly authorized by the applicable rights holder. Except as expressly and unambiguously provided by these Terms, Truvius does not grant you any express or implied rights, and all rights in and to the Website and the Content are retained by their holders.
Except with respect to content accessible through the Platform, the Content on the Website is provided for informational purposes only and is not an offer to sell to any person, or a solicitation from any person of an offer to buy, any securities. You acknowledge that, outside of any advisory relationship between you and us, which is only established through your execution of an Investment Advisory Agreement with us, the Website does not contain advice of any kind, including any investment, accounting, tax or legal advice. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all Losses for you having acquired or not acquired Content through the Website.
Consent to Electronic Delivery
By accessing the Website, you consent to receive updates and disclosures electronically including any updates to these Terms.
By sending or receiving sensitive or confidential electronic communications, you accept the risks and possible lack of confidentiality over the Internet. You agree to hold us and our affiliates free from any Losses related to or arising out of the delivery of electronic communications. You may revoke your consent to receive electronic Disclosures at any time by submitting your request in writing to info@truvius.io. However, if you revoke your consent to electronic delivery, we reserve the right to restrict or prohibit your access to the Platform and to refuse to continue to provide any services to you.
You acknowledge that our ability to notify you of the availability of your Disclosures is contingent on the validity of your email address in our records. If your email address is no longer valid, we reserve the right to restrict or prohibit your access to the Platform and/or to discontinue providing services to you.
Third-Party Websites
The Website contains links or connections to third party websites or services that are not owned or controlled by Truvius. For example, if you are a prospective client or client, you may be directed to a website operated by or on behalf of such service provider where you may be directed to provide information or review disclosures through such website. If you are a client, you may access a Client portal through a link provided to you. Any client portal is a separate website. As another example, if you decide to apply for a job listed on our Website, you may be directed to a third party website through which to submit your application materials. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Truvius is not responsible for any Losses you may suffer as a result of visiting, accessing services from, or providing information through such third-party Websites. Your access to and use of third-party websites is subject to the terms of use and privacy policy of those websites. We encourage you to be aware when you leave the Website and to read the terms of use and privacy policy of each third-party website or service that you visit or utilize.
Truvius has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Website. By using the Website, you release and hold us harmless from any and all Losses arising from your use of any third-party website or service.
Disclaimer of Warranties
THE WEBSITE IS PROVIDED “AS IS,” AND TRUVIUS: (I) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (II) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (III) DOES NOT WARRANT THAT THE WEBSITE IS OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRUVIUS DOES NOT MAKE ANY WARRANTY OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE SECRETS AND TRUVIUS DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE USE OF THE WEBSITE OR RIGHTS GRANTED OR PROVIDED BY TRUVIUS HERE UNDER.
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE WEBSITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF TRUVIUS TO ANY THIRD PARTY. USE OF THE WEBSITE IS AT YOUR SOLE RISK. TRUVIUS MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE WEBSITE.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL TRUVIUS OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, AGENTS, INCLUDING ANY PREDECESSORS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION; (B) ANY LOSSES, IN THE AGGREGATE, IN EXCESS OF $10; OR (C) ANY LOSSES BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU IN SUCH CIRCUMSTANCES.
You agree that Truvius is not liable for any damage or interruptions caused by any computer viruses, worms, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack or otherwise. We assume no responsibility for damage to any of your electronic devices or software or the electronic devices or software of any person you subsequently communicate with from corrupting code or data that is inadvertently passed to your electronic device. Again, you view and interact with the Website, or banners or pop-ups or advertising displayed thereon, at your own risk.
Indemnification
To the fullest extent allowed by applicable law, you agree to indemnify, defend, and hold Truvius, its affiliates, and their respective officers, employees, contractors, representatives, and agents, including any predecessors, successors or assigns harmless from and against any and all Losses arising directly or indirectly out of or in any way related to any third party claims relating to (a) your use of the Website and Content, (b) any inaccurate or incomplete information you provide to us; or (c) your violation of applicable law or breach of any provision of these Terms. These indemnification obligations are in addition to and independent of any indemnification obligations set forth in the Advisory Agreement you sign with us.
Titles
Although certain individuals may be identified on the Website as “Partners,” such titles reflect business usage that is customary within the industry and are not intended to indicate that any such individual is actually a partner or general partner of any partnership as those terms are used for legal purposes.
Governing Law; Arbitration
These Terms are governed by and will be construed under the laws of the State of Massachusetts, without regard to the conflicts of laws provisions thereof. Any dispute, controversy or claim arising out of or in connection with or relating to your use of the Website or these Terms, or any breach or alleged breach these Terms, shall be submitted to a single arbitrator and settled by binding arbitration pursuant to the Commercial Rules then in effect of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Suffolk County in the State of Massachusetts. Judgment upon the award may be entered in any court of competent jurisdiction in the State of Massachusetts. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS.
Miscellaneous
You and Truvius agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Truvius with respect to the use of the Website, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, except where you have entered into an Advisory Agreement with Truvius and agreed to the Platform Terms of Use. Truvius may modify these terms as provided herein. These Terms may not be modified, amended, terminated or waived, in whole or in part, by you except by a written instrument signed by Truvius. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. Nothing in these Terms is intended to, nor will be deemed to, confer rights or remedies upon any third party. If you have any questions, comments, or concerns regarding these Terms or the Website, please contact us at info@truvius.io