Terms of use

IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THESE WEBSITE TERMS OF USE (“TERMS”). BY ACCESSING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS. THESE TERMS ARE SUBJECT TO CHANGE; ANY CHANGES WILL BE INCORPORATED INTO THESE TERMS POSTED TO THIS SITE FROM TIME TO TIME, AND ANY ACCESS OF THIS SITE BY YOU AFTER SUCH CHANGES ARE SO POSTED SHALL BE DEEMED YOUR AGREEMENT TO SUCH CHANGES. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS THIS SITE.

FOR NEW JERSEY RESIDENTS, TO THE EXTENT ANY TERM HEREOF (OR OF ANY USER AGREEMENT (DEFINED BELOW)) IS GOVERNED BY THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (“TCCWNA”) AND SUCH TERM, IF ENFORCED AS PROVIDED HEREIN, IS CONTRARY TO OR VIOLATIVE OF ANY CLEARLY ESTABLISHED RIGHT YOU HAVE UNDER STATE OR FEDERAL LAW, SUCH OFFENDING TERM(S) SHALL BE DEEMED OMITTED FROM THESE TERMS (AND SUCH USER AGREEMENT), AND YOUR AGREEMENT TO THESE TERMS DOES NOT AND WILL NOT IN ANY WAY CONSTITUTE A WAIVER OF YOUR RIGHTS UNDER THE TCCWNA.

These Terms apply only to the use of certain websites which are owned and/or operated by or on behalf of Derive Systems, Inc., Derive Power, LLC, and Derive Efficiency, LLC and/or their affiliates (“Derive”) (each, the “Site,” and collectively, the “Sites”), or available through our authorized third parties, or by any of the other means described herein.

Your use of this Site may be further governed by any agreement entered into between Derive and the Customer (the “Customer”) named therein (the “Customer Agreement”) governing Customer’s accounts with Derive. In the event of any inconsistency between the terms of the Customer Agreement and these Terms, the terms of the Customer Agreement shall control. You also represent and warrant to Derive that you are authorized to bind Customer to these Terms.

These Terms do not apply to any site owned and/or operated by or on behalf of any third party even if we provide a link to such site on one of our Sites. Please refer to the terms of use of any such third-party sites for information regarding the terms and conditions of your use of such sites.

When we refer to “Derive,” “we,” “us” or “our,” we mean Derive Systems, Inc., Derive Power, LLC, and Derive Efficiency, LLC or the specific division, subsidiary, or affiliate that operates the Site, provides its content, or processes information received through it, each as appropriate and applicable. When we refer to “you” or “your,” we mean the person accessing the Site. If the person accessing the Site acts on behalf of, or for the purposes of, another person, including a business or other organization, “you” or “your” also means that other person, including a business organization.

General Terms of Use

This Site and any of the services provided by Derive in connection with this Site (the “Services”) are being provided to you expressly subject to these Terms, which govern your use of the site. “Services” under these Terms include financial services for businesses and business services offered to you directly by Derive.

Access

Derive makes this Site available subject to the terms and conditions set forth herein and all applicable laws. By accessing, browsing or otherwise using (collectively, “use” or “using”) this Site, you acknowledge that you, the individual user of this Site, have read, understood and agree to be legally bound by these Terms, and to comply with all applicable laws and regulations, without limitation or qualification. By using this Site, you further acknowledge that you have the authority and do hereby legally bind the business entity, if any, which you serve as an agent, independent contractor or employee thereof to the same Terms, without limitation or qualification. These Terms shall take effect immediately on your first use of the Site. If you do not agree to these Terms, you are not authorized to access, browse or otherwise use this Site.

You warrant to Derive that you will not attempt to gain unauthorized access to any Services offered by Derive or computer systems or networks connected to any Derive server through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available by Derive. When using the Site you agree not to pretend to be someone else or spoof their identity.

Unauthorized Use

Any access or attempted access of other areas of Derive’s computer systems, third party-systems and Services that Derive utilizes or other information contained therein for any purpose is strictly prohibited. You agree not to interfere in any way with others’ use of or access to any Site. Derive reserves the right to report any activity that it reasonably suspects violates any law or regulation and to disclose any information to law enforcement officials or regulators or other appropriate third parties.

Derive has the right to modify, suspend or discontinue, temporarily or permanently, this Site, any Products or Services provided by Derive through this Site, or your right to access or use any portion of this Site, in Derive’s sole discretion, at any time and without prior notice, for any reason, including without limitation: (1) attempts by you (or another party) to gain unauthorized access to any Site or assist others in attempting to do so, (2) your (or another party’s) disabling of any security features on any Site, (3) your violation of these Terms, (4) suspected or actual infringement of a third party’s intellectual property rights or (5) pursuant to requests by law enforcement or other government agencies.

Use of the site

As a user of the Site, you have a non-exclusive, non-transferable, limited, revocable license to use the Site solely for your internal business use. You may not use the Site for any other purpose whatsoever. Without limiting the previous sentence, you may not reproduce, modify, distribute, transmit, display, perform, reproduce, transfer, sell or publish any of the contents of the Site without the prior written consent of Derive, which may be withheld, conditioned or delayed in its sole discretion, except that you may print out a copy of the content solely for your internal business use. In doing so, you will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name or service mark or any other proprietary notice or legend appearing on the Site or any of the content. You are prohibited from including links from other websites to the Site without the prior written consent of Derive, which may be withheld, conditioned or delayed in its sole and absolute discretion.

Copyrights/Trademarks/Restrictions on Use

All of the content, pages and screens on the Site are owned and controlled by Derive, except as otherwise expressly stated, and are protected by U.S. copyright laws and international treaties. The copyrighted materials on the Site include, but are not limited to, the text, design, software, images, graphics, source code and content on the Site. You are authorized to view the information available on the Site for your informational purposes only. You may download copyrighted materials for your personal or internal business purposes only. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may not copy, display, distribute, transfer, link to, reproduce, license, frame, alter, create derivative works of or republish all or any portion of the Site for any commercial or public purpose without Derive’s prior written consent. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on the Site except as authorized in this paragraph. The Site may contain links to websites controlled or offered by third parties (non-affiliates of Derive). Derive hereby disclaims liability for any other company’s website content, products, privacy policies, or security. In the event you choose to use the services available at a linked site, you agree to read and adhere to the policies and terms of use applicable to that site. In addition, any advice, opinions or recommendations provided by the linked site providers are those of the providers and not of Derive. Your participation in any linked site, including payment for and the delivery of goods or services, is based solely on the agreement, if any, between you and the linked site provider.

NOTICE OF IMMUNITY FROM LIABILITY FOR CONFIDENTIAL DISCLOSURE OF A TRADE SECRET TO THE GOVERNMENT OR IN A COURT FILING: Notwithstanding anything herein to the contrary, under the Federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Nothing herein is intended, or should be construed, to affect the immunities created by the Defend Trade Secrets Act of 2016.

Registration Information

By clicking on the “Contact” tab on the website and providing your information, you authorize Derive to contact you at your e mail address. You may stop receiving Derive’s marketing e-mails by sending an e mail to Derive at notify@derivesystems.com or by following the opt-out procedures set forth in such e-mails or as set forth in our Privacy Policy. and Password.

Indemnification

You agree to defend, indemnify, save and hold harmless Derive and its subsidiaries, affiliated companies, joint partners and licensees and their respective directors, members, shareholders, officers, employees and agents from and against all liabilities, claims, damages and expenses, including reasonable attorneys’ fees as incurred, arising out of your use of this Site, including any violation or alleged violation of these Terms, and any losses or claims arising out of your use of any products or services you may have obtained on any of our Sites.

Use by Individuals

Derive values your interest in its products or services and appreciates your visit to its Sites. Certain portions of this Site are intended to be used only by individuals authorized by the Customer in compliance with its Customer Agreement with Derive. Such individuals must use the User Name and Password assigned to them and not those of any other person. If you are not authorized by the Customer for this purpose, or if you are using someone else’s login information, you are deemed an unauthorized user and you should not use this Site. If nonetheless you continue, then by using this Site you undertake and agree that: (1) you will be personally liable for any and all expenses, costs or damages incurred by Derive in investigating or addressing your unauthorized use of this Site (such obligations shall be in addition to whatever other rights and remedies may be available to Derive for unauthorized use); and (2) you will be personally bound to the terms of the Customer Agreement for the entire debts and other commitments of the Customer, waiving any actual notice or knowledge of the terms of the Customer Agreement, all without any duties or obligations to you on the part of Derive.

Derive reserves the right to modify these Terms of Use at any time without notice, but the most current version of the Terms of Use will always be available to you by clicking on the link at the bottom of the Site. If you find the Terms of Use unacceptable at any time, you may discontinue your use of the Services. By continuing to use the Services after the date of any change to these Terms of Use, including accessing the Site, you agree to be bound by the rules contained in the most recent version of this Agreement. You agree and understand that effective use of the Site may require your browser to use software plug-ins and modules, including without limitation JavaScript, in order to correctly display content and utilize features on the Site. Derive reserves the right to modify or terminate the Services and the Site or to terminate your access to the Services and Site, in whole or in part, at any time in its sole and absolute discretion. These Terms of Use constitute a contract between you and Derive governed by the laws of the State of Florida.

This Site provides general information about Derive and its products and services. Use of this Site is limited to legitimate purposes. Derive may, from time to time, introduce new features to this Site, or modify or delete existing features, in its sole discretion. Derive shall notify you of any of these changes to features to the extent Derive is required by law to do so. By using any new or modified features when they become available, you agree to be bound by these Terms concerning such features.

You acknowledge and agree that any information, comments, documents, images or general content you enter in or post on this Site may be viewed by any other users with access to this Site, and therefore will not be considered confidential by you. By providing any such information, comments, documents, images or general content to Derive, you grant to Derive an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute such information, comments, documents, images or general content on this Site. You further agree that Derive is free to use any ideas, concepts or know-how that you, or individuals acting on your behalf, provide to Derive. You hereby agree that any comments, feedback or recommendations of you for the improvement or modification of this Site or the merchandise or services advertised herein shall be the sole property of Derive.

Any access or attempted access of other areas of Derive’s computer systems, third-party systems and services that Derive utilizes or other information contained therein for any purpose is strictly prohibited. You agree not to interfere in any way with others’ use of or access to any Site. Derive reserves the right to report any activity that it reasonably suspects violates any law or regulation and to disclose any information to law enforcement officials or regulators or other appropriate third parties. Derive has the right in its sole discretion, and without prior notice and from time to time, to modify these Terms with respect to your access to or use of any Site. Such modifications and additions shall be effective immediately upon posting the modified Terms to any Site, which posting shall be deemed notice to you. If you disagree with the changes to these Terms, you should discontinue your use of the Sites. Any access to or use of any Site after posting of modifications or additions to these Terms shall constitute and be deemed to be your agreement to such modified Terms. Therefore, you should frequently revisit this Site to determine the present terms and conditions to which you are legally bound.

Derive has the right to modify, suspend or discontinue, temporarily or permanently, this Site, any products or services provided by Derive through this Site, or your right to access or use any portion of this Site, in Derive’s sole discretion, at any time and without prior notice, for any reason, including without limitation: (1) attempts by you (or another party) to gain unauthorized access to any Site or assist others in attempting to do so, (2) your (or another party’s) disabling of any security features on any Site, (3) your violation of these Terms, (4) suspected or actual infringement of a third party’s intellectual property rights or (5) pursuant to requests by law enforcement or other government agencies. The obligations and liabilities you incurred prior to the termination date shall survive the termination of these Terms for all purposes. In the event of any such termination, the restrictions on your use of the material on this Site shall survive such termination, and you agree to be bound by those terms.

YOU ACKNOWLEDGE AND AGREE THAT DERIVE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF ANY SITE OR ANY SERVICES OR INFORMATION PROVIDED ON THIS SITE OR ACCESSED BY YOU THROUGH THIS SITE.

Access

Derive makes this Site available subject to the terms and conditions set forth herein and all applicable laws. By accessing, browsing or otherwise using (collectively, “use” or “using”) this Site, you acknowledge that you, the individual user of this Site, have read, understood and agree to be legally bound by these Terms, and to comply with all applicable laws and regulations, without limitation or qualification. By using this Site, you further acknowledge that you have the authority and do hereby legally bind the business entity, if any, which you serve as an agent, independent contractor or employee thereof to the same Terms, without limitation or qualification. These Terms shall take effect immediately on your first use of the Site. If you do not agree to these Terms, you are not authorized to access, browse or otherwise use this Site.

Intellectual Property and Restrictions on Use of Information and Content

All information and content provided on this Site, whether explicitly marked or not, are the property of Derive, its subsidiaries, affiliated companies or joint partners, or others, and are subject to U.S. and international copyright and unfair competition laws. The information and content provided includes, but is not limited to, the text, graphics, image, video, audio, animation and software, their related files and their arrangement on the Site.

All trademarks, service marks, logos, model and brand names, emblems and protectable trade dress elements (collectively, “Marks”), whether explicitly marked or not, used on this Site are owned by Derive, its subsidiaries, affiliated companies or joint partners, or used under license, and are subject to U.S. (federal and state) and international trademark and unfair competition laws.

You may not copy, reproduce, download, upload, post, broadcast, transmit, distribute, publish, republish or otherwise use any information, content or Marks provided on this Site in any form or by any means, or by any information storage or retrieval system for any commercial use without the express written permission of Derive. You may, however, copy, print or otherwise use the information, content or Marks provided on this Site, provided that the use is for your personal, educational or internal business use only and further provided that you: (1) maintain all copyright and other intellectual property notices together and intact with any information or content; (2) do not modify or otherwise alter any information or content; and (3) do not expressly or implicitly suggest an association with any services, product, brands or affiliates through the use of any information or content. Other use of any information, content or Marks, except as specifically permitted in these Terms or in a written instrument signed by Derive, is strictly prohibited.

Nothing contained in any Site shall be construed as conferring, by implication, estoppel or otherwise, any license or right to any copyright, patent, trademark or other proprietary interest of Derive or any third party. You are not permitted to create a hyperlink to any page or portion of any Site or frame any page or portion of any Site without the prior written permission of Derive. Any use of the information, content or Marks provided on any Site that does not comport with the above Terms shall be an unauthorized use and subject you to civil and criminal penalties as provided by U.S. and international intellectual property laws and other applicable laws.

International Use

Derive makes no representation that materials on any Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access any Site from other locations do so on their own initiative and are responsible for compliance with local laws.

User Contributions to the Site

There may be opportunities for you to contribute information, data or materials to the Site, which may include, among others, uploading information, participating in chats, using our bulletin boards, etc., which information, data or materials we collectively call “User Content.” You grant Derive and its parents, subsidiaries and corporate affiliates (collectively, the “Derive Companies”) and the affiliated, co-branded and/or linked website partners through or for whom we provide services (collectively, the “Derive Affiliates”), a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such User Content throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. Derive is not liable or responsible for any User Content provided by its users or other third parties to the Site, including Suppliers. The contributions of third parties do not necessarily represent the view or opinions of Derive. Derive cannot preview User Content before it appears on the Site. You acknowledge that the Derive Companies may choose to provide attribution of your comments or reviews at our discretion, and that such Submissions may be shared with our supplier partners. You further grant the Derive Companies the right to pursue at law any person or entity that violates your or the Derive Companies’ rights in the User Content by a breach of these Terms. You acknowledge and agree that items comprising Content are non-confidential and non-proprietary. You expressly waive any and all ‘moral rights’ (including rights of attribution or integrity) that may subsist in your Content and agree that you have no objection to the publication, use, modification, deletion or exploitation of your Content by us, the Derive Affiliates or any of our partners or licensees. We take no responsibility and assume no liability for any Content posted or submitted by you. We have no obligation to post your comments; we reserve the right in our absolute discretion to determine which comments are published on the Site. If you do not agree to these Terms, please do not provide us with any Content.

You are fully responsible for your Content (specifically including, but not limited to, reviews posted to this Site). You are prohibited from posting or transmitting to or from this Site: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or Services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to this Site. You acknowledge that Derive may exercise its rights (e.g., use, publish, delete) to any content you submit without notice to you. If you submit more than one review or comment for the same Service or topic, only your most recent submission is eligible for use. You agree that you will indemnify Derive against any damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party relating to any material you have posted.

Derive’s policies with respect to claims by third parties that the content of the Site, including any Content, infringes the copyrights owned by said third party can be found in the DMCA section below.

Links and Search Results

For the avoidance of doubt, the Sites may automatically produce search results that reference or link to third-party sites throughout the World Wide Web. Derive has no control over those sites or the content within them. Derive cannot guarantee, represent or warrant that the content contained in those sites is accurate, legal and/or inoffensive. Derive does not endorse the content of any third-party site, nor do we warrant that they will not contain viruses or otherwise impact your computer or other access device. By using the Sites to search for or link to another site, you agree and understand that you may not make any claim against Derive for any damages or losses whatsoever resulting from your use of the Site to obtain search results or to link to another site. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. If you have a problem with a link from the Site, please notify us at notify@derivesystems.com and we will investigate your claim promptly and take any actions we deem appropriate in our sole discretion.

RSS Content

RSS (really simple syndication) service is a means by which Derive provides feeds of story headlines in XML format (“RSS Content”) to visitors to the Site who use RSS aggregators. These Terms govern your use of the RSS Content. RSS Content is provided by Derive at no charge for non-commercial use. Any other uses, including without limitation the incorporation of advertising into or the placement of advertising associated with or targeted towards the RSS Content, are strictly prohibited. You must use the RSS Content as provided by Derive and you may not edit or modify the text, Content or links supplied by Derive. The RSS Content may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the display of the full article on Derive Sites. You may not display the RSS Content in a manner that does not permit successful linking to, redirection to or delivery of the applicable web page. You may not insert any intermediate page, splash page or other content between the RSS link and the applicable web page.

As between you and Derive, Derive retains all ownership and other rights in the RSS Content, and any and all Derive logos and trademarks used in connection with the RSS Content. You must provide attribution to the appropriate Derive website in connection with your use of the RSS Content. If you provide this attribution using a graphic, you must use the appropriate Derive Site’s logo that we have incorporated into the RSS Content. Derive reserves the right to discontinue providing any or all of the RSS Content at any time and to require you to cease displaying, distributing or otherwise using any or all of the RSS Content for any reason, including, without limitation, your violation of any provision of these Terms. Derive assumes no liability for any of your activities in connection with the RSS Content or for your use of the RSS Content, even if permitted hereunder.

Commercial user

For the avoidance of doubt, the Sites may not be used by our visitors for any commercial purposes other than to inquire about the products or services of Derive without the express consent of Derive. You must obtain our prior written consent to make commercial offers of any kind on the Site, whether by advertising, solicitations, links, or any other form of communication. Without limiting the foregoing, you may not resell or link to other sites for the purpose of selling Derive products or services of any kind. We will investigate and take appropriate legal action against anyone who violates this provision, including, without limitation, removing the offending communication from the Site and barring such violators from use of the Site. We reserve the right to block access to or cancel any order for any user known or reasonably believed to be in violation of this provision.

Violation of these Terms

You understand and agree that in Derive’s sole discretion, and without prior notice, we may terminate your access to the Sites, cancel any transactions or exercise any other remedy available and remove any unauthorized User Content if we believe that the User Content you provided has violated or is inconsistent with these Terms or violated the rights of Derive, another user, or the law or constitutes a breach of the Customer Agreement. You agree that monetary damages may not provide a sufficient remedy to Derive for violations of these Terms and you consent to injunctive or other equitable relief for such violations. Derive may release user information about you if required by law or subpoena, or if release of the information is necessary or appropriate to address an unlawful or harmful activity. Derive is not required to provide any refund to you if you are terminated as a User because you have violated these Terms.

Derive is not responsible for the products, services, actions or failures to act of any third party referenced on any Site except as may be set forth in the Customer Agreement. Without limiting the foregoing, you may report the misconduct of users and/or third-party advertisers, service and/or product providers referenced on or included in any Site to us at notify@derivesystems.com. We may investigate the claim and take appropriate action, in our sole discretion.

Adoption of Additional Terms

These Terms expressly include any and all additional terms and conditions that are set forth in any of the Sites, including but not limited to any such terms and conditions that are specified in posted agreements and frequently asked questions listings therein. To the extent any of these Terms are in conflict with any terms and conditions set forth in any particular Site, the terms and conditions set forth in the Sites shall control with respect to the particular Site to which the terms and conditions are posted.

Indemnification

You agree to defend, indemnify, save and hold harmless Derive, Derive Companies and Derive Affiliates and licensees and its and their respective directors, members, shareholders, officers, employees and agents from and against all liabilities, claims, damages and expenses, including reasonable attorneys’ fees as incurred, arising out of your use of this Site, including any violation or alleged violation of these Terms, and any losses or claims arising out of your use of any Products or Services you may have obtained on any of our Sites.

Disclaimers

YOU USE THE SITES AND THE PRODUCTS AND SERVICES OFFERED ON THE SITES AT YOUR OWN RISK. ALL INFORMATION AND CONTENT AND ALL PRODUCTS AND SERVICES OFFERED OR ACCESSED THROUGH THE SITES, INCLUDING CONTENT PROVIDED BY THIRD-PARTY PROVIDERS, ADVERTISERS AND SPONSORS ON ANY SITE, IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURCHASE, FREEDOM FROM VIRUSES OR HARMFUL CODE, TITLE OR NON-INFRINGEMENT. ALL INFORMATION, CONTENT, PRODUCTS AND SERVICES OFFERED OR ACCESSED THROUGH ANY HYPERLINKED SITE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, AND IS USED AT YOUR OWN RISK. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

IN NO EVENT WILL DERIVE, ITS SUBSIDIARIES, AFFILIATED COMPANIES OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THIS SITE OR ANY OF THE PRODUCTS OR SERVICES OFFERED OR ACCESSED THROUGH THIS SITE, OR ANY OTHER HYPERLINKED SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES, LOST PROFITS, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR SYSTEM OR OTHERWISE ARISING OUT OF THE USE OR MISUSE OF OR INABILITY TO USE ANY SITE OR THE INFORMATION, CONTENT, DOCUMENTS OR SOFTWARE THEREOF, EVEN IF DERIVE, ITS SUBSIDIARIES, AFFILIATED COMPANIES OR SUPPLIERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY A THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST DERIVE, ITS SUBSIDIARIES, AFFILIATED COMPANIES AND SUPPLIERS IS TO DISCONTINUE USE OF THIS SITE AND ANY HYPERLINKED SITES AND TO DISCONTINUE THE USE OF PRODUCTS AND SERVICES OFFERED OR ACCESSED ON THIS SITE AND ANY HYPERLINKED SITES. CERTAIN STATE LAWS DO NOT ALLOW EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

Without limiting the above disclaimers, Derive and its subsidiaries, affiliated companies and joint partners: (1) make no warranties or representations whatsoever concerning this Site or any other Internet site, the access to, or the availability or use of, this Site or any other Internet Site, the information and content from whatever source posted on or referred to in this Site or any other Internet site or the accuracy, completeness or timeliness of such information or content; (2) do not warrant or represent that your access to, or use of, this Site or any other Internet site will be uninterrupted or free of errors or omissions, that defects will be corrected, or that this Site or any other Internet site is, or the information or content from whatever source available for use or downloading are, free of computer viruses, worms, Trojan horses or other harmful components; (3) do not represent or warrant that any services or products listed on, or accessed through, this Site will be available for purchase or not withdrawn at any time and makes no representation or warranty of any kind whatsoever concerning such products or services; and (4) do not represent or warrant the accuracy, functionality or specifications or any other aspect of items from whatever source posted or accessed through this Site. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

This Site may use hyperlinks as a convenience to you so that certain reference material, Derive-related subjects and other pertinent material is easily accessible. Linked and referenced sites may not be operated, controlled or maintained by Derive. Hyperlinks and references to other sites, including any Derive-affiliated entity, do not constitute sponsorship, endorsement or approval by Derive of the information, content, policies or practices of such linked or referenced sites. Derive, its subsidiaries, affiliated companies and joint partners do not accept any responsibilities for any information or content, availability, policies, practices or any use of such sites. You access, browse and use such sites at your own risk.

The above limitations of liability reflects the allocation of risk between the parties, and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of Derive, the Derive Affiliates, and/or their respective suppliers.

If, notwithstanding the limitations of liability above, Derive or any of the Derive Affiliates are found liable for any loss or damage which arises out of or in any way connected with any Products or Services or operation of this Site, then the liability of Derive and the Derive Affiliates will in no event exceed, in the aggregate, the lesser of (a) the service fees you paid to Derive in connection with such transaction(s) on this Site, or (b) One-Hundred Dollars (US$100.00) (or the equivalent in local currency).

Derive has no obligation to update any information or content on any Site. Accordingly, Derive, its subsidiaries, affiliated companies and joint partners assume no responsibility regarding the accuracy of the information or content provided on the Site. Any use of the information or content provided on this Site is done so at your own risk.

Privacy policy

These Terms include the terms and conditions of Derive’s Privacy Policy. Accordingly, by using this Site, you affirmatively acknowledge that you have read, understood and agree to be legally bound by the terms and conditions of Derive’s Privacy Policy.

Software Available/Mobile Apps On This Site

Any software that we may make available to access or download from this Site (“Software”) or through your mobile application store, including any Derive mobile application (the “Mobile App”) is the copyrighted work of the Derive Companies and/or our respective suppliers. Your use of such Software is governed by the terms of the end user license agreement, if any, which accompanies, or is included with, the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software made available for download on this Site not accompanied by a License Agreement, we hereby grant to you, the user, a limited, personal, non-exclusive, nontransferable license to download, install and use the Software and/or the Mobile App for viewing and otherwise using this Site and/or accessing the content and information available within the Mobile App in accordance with these Terms and for no other purpose.

Please note that all Software is owned by the Derive, Derive Affiliates, and/or our respective suppliers, and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Without limiting the foregoing, copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited. The Software is warranted, if at all, only according to the terms of the applicable license agreement.

Your mobile device must be connected to the Internet for the Mobile App to function correctly. You are responsible for making all arrangements necessary for your mobile device to have internet connectivity and are responsible for all fees your service provider may charge you arising out of the Mobile App transmitting and receiving data (including but not limited to data roaming charges). As further described in our Privacy Policy, the Mobile App will automatically transfer a small amount of data as part of its normal operation, including how you use the Mobile App, which Content you access, and technical errors or problems which the Mobile App may encounter while being used. By using the Mobile App, you expressly acknowledge, agree and consent to the automatic collection of this information.

Copyright And Trademark Notices

All contents of this Site are © 2017 Derive Systems, Inc. All rights reserved. All Derive names and logos are either registered trademarks or trademarks of Derive in the United States and/or other countries. Other logos and Product and company names mentioned herein may be the trademarks of their respective owners. Derive is not responsible for content on websites operated by parties other than Derive.

If you are aware of an infringement of our brand, please let us know by e-mailing us at notify@derivesystems.com. We address only messages concerning brand infringement at this e-mail address.

Digital Millennium Copyright Act (“DMCA”)

Derive respects the intellectual property of others, and we ask our users and visitors to do the same. In accordance with the DMCA and other applicable law, Derive has adopted a policy of terminating, in appropriate circumstances and at Derive’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. Derive may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that an account holder or subscriber is a repeat infringer, please provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer when filing your notice.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Site’s designated agent (see below). ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. Derive will process and investigate notices (each, a “Notice”) of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, Derive will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Derive the following information in your Notice (to be effective, the notification must include ALL of the following):

  1. a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
  2. a description of the copyrighted work that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the Site;
  4. your address, telephone number, and email address and all other information reasonably sufficient to permit Derive to contact you;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices of claimed copyright infringement should be directed to Derive’s designated agent:

By mail:

Derive Systems, Inc.
4150 Church Street, Suite 1024
Sanford, Florida 32771
Attn: Website Enquiries

THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING DERIVE THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT OR SERVICE RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

Communications Decency Act Notice

Pursuant to 47 U.S.C. Section 230(d) (as amended from time to time), please be notified you that parental control protections (such as computer hardware, software or filtering services) are commercially available to you that may assist you in limiting access to material that is harmful to minors. Please be advised that Derive does not endorse either above provider or any of the Products or services available at such sites.

Notice for California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please contact us by writing to:

Derive Systems, Inc.
4150 Church Street, Suite 1024
Sanford, Florida 32771
Attn: Website Enquiries
Telephone: (407) 774-2447
Fax: (407) 260-6275

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at:


1625 North Market Blvd.
Sacramento, CA 95834
(916) 445-1254 or (800) 952-5210.

No Recommendations or Advice Provided

Although information and User Content may be available through the Sites, you should not construe such information and content as expressing the opinions of or endorsement by Derive. You alone bear the responsibility of evaluating any information or content available on the Sites. In exchange for using such information or content, you hereby agree to release Derive from any claim and to not hold Derive liable for any possible claim for damages arising from any decision you may make based on information or content available on the Site.

Miscellaneous

You warrant to Derive that you will not attempt to gain unauthorized access to any services offered by Derive or computer systems or networks connected to any Derive server through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available by Derive. When using the Site you agree not to pretend to be someone else or spoof their identity.

Derive controls this Site (excluding linked sites) from its offices in Sanford, Florida, United States of America, and makes no representation that any content contained in this Site is appropriate or available for use in other locations. Accessing this Site in locations where the use of such content is illegal is prohibited. By accessing this Site you agree that the statutes and laws of the State of Florida, notwithstanding any principles of conflicts of law, will apply to all matters relating to use of this Site and that if you use this Site from any other location you are responsible for compliance with applicable local laws. Any claim relating to this Site shall be litigated in the state and federal courts having jurisdiction in the State of Florida and you hereby consent to the jurisdiction and venue of those courts. If any part of these Terms is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles herein are for convenience only and have no legal or contractual effect.

By using this Site, you agree that Derive, at its sole discretion, may require you to submit any disputes arising from the use of this Site, or these Terms concerning or, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance or termination, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section. Any award in an arbitration initiated under this clause shall be limited to monetary damages (as further limited herein) and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this section, except as may be required by statute.

You agree that you will not use this Site or any materials available herein for any unlawful activity, or use it in any way that would violate any of these Terms. When applicable, you further agree, as a condition of using this Site, to ensure that all of your agents, employees and independent contractors adhere to these Terms.

© 2017 Derive Systems, Inc. All rights reserved.