Terms & Conditions
Last updated: June 3rd 2020
Information in this website does not constitute an offer to sell or a solicitation of any offer or recommendation to purchase securities under the securities laws of any jurisdiction. An offer to sell securities may only be made following delivery of a Private Placement Memorandum prepared by the Company, &/or upon execution of a Subscription Agreement by the investor & the Company. All information included in this website shall be qualified by disclosures made in the Private Placement Memorandum &/or the Subscription Agreement. Any conflict between the information contained in this website, on the one hand, & the Private Placement Memorandum &/or Subscription Agreement, on the other hand, shall be controlled by the latter.
By accessing or using the website operated at www.intelletic.com & such other locations as made available from time to time (collectively, the “Website”) & the services offered therefrom, you (“you” &, together with all persons accessing or using the Website, collectively, the “Users”) signify that you have read, understand & agree to be bound by these Terms & Conditions (the “Terms & Conditions”) with Intelletic Trading Systems LLC (ITS), in all respects with respect to the Website.
PLEASE READ THESE TERMS & CONDITIONS CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES & OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS & EXCLUSIONS, & INDEMNITIES.
Your use of the Website is subject to these Terms & Conditions. If you are not willing to be bound by each & every term or condition, or if any representation made herein by you is not true, you may not use, & must cease using, the Website.
- Amendments to these Terms & Conditions. We reserve the right to amend these Terms & Conditions at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. We will ensure that the latest, fully-amended version of these Terms & Conditions is published on the Website. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate the agreement between you & us regarding the use of the Website as set out in these Terms & Conditions. If you continue to use the Website after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Terms & Conditions.
- Legal Capacity. You represent & warrant that you possess the legal right, capacity & ability to agree to these Terms & Conditions & use the Website in accordance with them. If you are an individual, you represent & warrant that you have reached the age of majority in the jurisdiction in which you reside, & that you are in any event at least 18 years old. If you are using the Website on behalf of a corporation or other organization, you represent & warrant that you have the ability to agree to these Terms & Conditions on behalf of such organization & all references to “you” throughout these Terms & Conditions will include such organization, jointly & severally with you personally.
- License. We grant to you a non-exclusive, non-transferable, limited license only to use the Website, in accordance with the provisions set out in these Terms & Conditions. All rights not expressly granted to you in these Terms & Conditions are reserved by us &, if applicable, our licensors.
- Privacy. You acknowledge & hereby consent to the collection, use & disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein.
- Your Account & Account Use. If your use of the Website requires an account identifying you as a user of the Website (an “Account”), then,
- Responsibility—you are solely responsible for
- your Account & the maintenance, confidentiality & security of your Account & all passwords related to your Account, &
- any & all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission
- Notification—you agree to immediately notify us of
- any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or
- any other breach of security with respect to your Account or any service provided through it, &
you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account, &
- Accuracy—you agree to provide true, current, accurate & complete customer information as requested by us from time to time & you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete & accurate.
- Responsibility—you are solely responsible for
- Website Limitations. The Website depends on the Internet, including networks, cabling, facilities & equipment that is not in our control; accordingly (i) any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Website is on a “commercially reasonable efforts” basis, (ii) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, & (iii) data, messages, information or materials sent over the Internet may not be completely private, & your anonymity is not guaranteed.
- Acceptable Use & Prohibitions.
- Lawful Use. You will ensure that
- you only use the Website for lawful purposes, &
- if at any time you become aware of any violation, by any person or entity, of any part of these Terms & Conditions, you will immediately notify us & provide us with assistance, as requested, to stop or remedy such violation.
- Prohibited Conduct. Without limiting the generality of any other restriction in these Terms & Conditions, you agree that you will not, in connection with the Website, directly or directly do or permit any of the following:
- post, upload, reproduce, distribute or otherwise transmit any Content (defined below) that
- is unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited,
- contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component,
- is defamatory, infringing, or unlawful,
- is inappropriate, profane, obscene, indecent materials or information without suitable or lawfully-required access controls (which controls will in no event be our responsibility),
- gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation, or
- constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity & child pornography;
- engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors & rights relating to privacy & publicity;
- scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
- forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Website;
- impersonate or falsely represent your association with any person, including a representative of us;
- disrupt or threaten the integrity, operation or security of any Website, any computer or any Internet system;
- disable or circumvent any access control or related process or procedure established with respect to the Website;
- sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal business purposes), any portion of, use of or access to, any Website, except where expressly authorized by us; or
- extract, gather, collect, or store personal information about others without their express consent.
- post, upload, reproduce, distribute or otherwise transmit any Content (defined below) that
- Our Remedies. Without limiting any of our rights, we may suspend, restrict or terminate your use of the Website without notice if, in our sole & absolute discretion, we determine or believe that you have violated any of the acceptable use rules set out above.
- Lawful Use. You will ensure that
- Proprietary Rights.
- Content—”Content” means all materials & content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data & any other work.
- Third-Party Content—Content accessed or available through the Website or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) & may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights & laws. Nothing in your use of the Website or these Terms & Conditions grants you any right, title or interest in or to this Third-Party Content except for the limited right to use the Website as set out in these Terms & Conditions. The Website may contain links to Third Party Content on websites operated by parties other than you or us (“Third Party Websites”). We are under no obligation to verify the accuracy of the contents on Third Party Websites, & we do not endorse, warrant, promote or recommend any services or products that may be offered by or accessed through such Third-Party Websites or the operators of them.
- Our Content—Except where expressly stated otherwise, all right, title & interest in & to the Website & all Content, source code, processes, designs, technologies, URLs, domain names, marks & logos forming any part of the Website (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers & are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights & laws. You agree that Our Content is licensed subject to the terms of these Terms & Conditions, including the disclaimers & limitations of liability herein. Nothing in your use of the Website or these Terms & Conditions grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out in these Terms & Conditions. Unless otherwise expressly authorized by us in writing, you agree not to
- copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content
- distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law
- remove any proprietary notices or labels on or in Our Content, or
- allow any other person or entity to engage in any of the foregoing.
- Your Content—We do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transmit to us, or any third party, using the Website (collectively, “Your Content”); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting your Content to us or any third party using the Website,
- License to Us—you have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish & translate Your Content to the extent reasonably required by us to provide the Website to our customers or to ensure adherence to or enforce the terms of these Terms & Conditions,
- Your Warranty to Us—you will have thereby confirmed, represented & warranted to us that you have all rights, titles & interests, as well as the power & authority necessary, to grant the license to Your Content set out above, &
- Your Indemnity of Us—you will indemnify & save us harmless from & against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges & costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment & expenses of any kind & character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
- Public Transmission & Caching—You acknowledge & agree that the technical processing & transmission of the Website, including Your Content & other Content, may involve transmissions over various networks & changes to conform & adapt to technical requirements of connecting networks or devices, & that such Content may be subject to “caching” or other technical processing or transmission policies & procedures by us or at intermediate locations on the Internet.
- Compliance & Complaints—We do not have any obligation to censor or review any of Your Content, to censor or review any Third-Party Content or to monitor use of the Website. However, you agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Website & monitor, review & retain Your Content if we believe in good faith that such activity is reasonably necessary to provide the Website to customers, ensure adherence to or enforce the terms of these Terms & Conditions, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Website by you, you acknowledge & agree that we may, in our sole & absolute discretion & without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, or remove Your Content from our servers.
- Termination of Accounts. We may, in our sole discretion, suspend, restrict or terminate your Account & your use of the Website, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party’s equipment or network is impaired by your use of the Website, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of the Website, or you have been or are in breach of any term or condition of these Terms & Conditions. We will have no responsibility to notify any third party, including any third-party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website.
- DISCLAIMERS, LIMITS OF LIABILITY & INDEMNITIES.
- CUSTOMER ACKNOWLEDGEMENT—YOU ACKNOWLEDGE & AGREE THAT: (i) ALL USE OF THE WEBSITE PROVIDED BY US IS AT YOUR OWN RISK; (ii) THE WEBSITE MAY CONTAIN LINKS TO OTHER WEBSITES, WHICH ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU & THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT, INVESTIGATION OR VERIFICATION BY US OF SUCH WEBSITES OR THE INFORMATION CONTAINED THEREIN; & (iii) THE WEBSITE PROVIDED UNDER THESE TERMS & CONDITIONS IS PROVIDED ON AN “AS IS” & “AS AVAILABLE” BASIS.
- DISCLAIMER OF WARRANTIES—WE MAKE NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE WEBSITE OR ANY OTHER PRODUCTS SUPPLIED UNDER THESE TERMS & CONDITIONS. WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES & REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE & NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER.
- NO LIABILITY—NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS & CONDITIONS, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS & DISTRIBUTORS (COLLECTIVELY, IN THESE CAPITALIZED SECTIONS, “WE” OR “US”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THESE TERMS & CONDITIONS OR THE USE, OR NON-USE OF THE WEBSITE OR ANY SOFTWARE, REGARDLESS OF THE CAUSE OF ACTION & EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING: (i) ANY LOSS OR DAMAGE TO DATA ARISING DIRECTLY OR INDIRECTLY OUT OF USE OR NON-USE OF THE WEBSITE OR RELATED COMPONENT; (ii) DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, OR DEFECTS ON OR RELATED TO THE WEBSITE. WITHOUT RESTRICTING THE FOREGOING, IF CIRCUMSTANCES ARISE IN WHICH YOU OR ANOTHER PARTY IS ENTITLED TO RECOVER DAMAGES FROM ONE OR MORE OF US, THE AGGREGATE LIABILITY OF US FOR DAMAGES IS LIMITED TO THE AMOUNT PAID TO US BY YOU THROUGH THE WEBSITE DURING THE SIX-MONTH PERIOD PRECEDING THE CIRCUMSTANCES IN WHICH SUCH LIABILITY ARISES.
- APPLICABILITY—SOME JURISDICTIONS PROHIBIT THE DISCLAIMER OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OF CERTAIN TYPES OF LIABILITY. IN SUCH CIRCUMSTANCES, TO THE EXTENT THAT SUCH PROHIBITIONS PROHIBIT ANY EXCLUSIONS & LIMITATIONS IN THESE TERMS & CONDITIONS, SUCH EXCLUSIONS & LIMITATIONS WILL NOT APPLY TO YOU STRICTLY TO THE EXTENT NECESSARY TO MAKE THESE TERMS & CONDITIONS CONSISTENT WITH SUCH PROHIBITIONS.
- Enforceability. Your use of the Website & the content & features accessed through the Website constitute your electronic signature to the agreement set out in these Terms & Conditions & your consent to enter into agreements with us electronically. This Agreement will be deemed to satisfy any writing requirements of any applicable law, notwithstanding that the agreement set out in these Terms & Conditions is written & accepted electronically. All contracts between you & us completed electronically will be deemed for all legal purposes to be in writing & legally enforceable as a signed written agreement.
- Interpretation. In these Terms & Conditions, (i) the captions & headings are for convenience only & do not constitute substantive matter & are not to be construed as interpreting the contents of these Terms & Conditions, (ii) the word “including”, the word “includes” & the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, & the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, & (iii) all references to website addresses or URLs will also include any successor or replacement websites containing substantially similar information as the referenced website(s).
- Waiver of Rights & Remedies. Our failure to insist upon or enforce strict performance of any provision of these Terms & Conditions will not be construed as a waiver of any provision or right. Neither the course of conduct between you & us nor trade practice will act to modify any provision of these Terms & Conditions. Our rights, powers & remedies in these Terms & Conditions, including without limitation the right to suspend, restrict or terminate any use of the Website, are cumulative & in addition to & not in substitution for any right, power or remedy that may be available to us at law or in equity.
- Severability. If any provision of these Terms & Conditions is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof & the remaining part of such provision & all other provisions hereof will continue in full force & effect.
- Limitation Period. Any cause of action you may have with respect to these Terms & Conditions or the Website must be commenced within one year after the claim or cause of action arose, or it will be barred.
- Notices. Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with these Terms & Conditions
- by us to you will be deemed to have been effectively & validly given if delivered or sent to any of the contact particulars then listed in your Account;
- by you to us will only be deemed to have been effectively & validly given if in writing & delivered or submitted to the Chief Privacy Officer.
- Assignment & Inurement. We may at any time assign our rights & obligations under these Terms & Conditions, in whole or in part, without notice to you. You may not assign these Terms & Conditions without our prior, written consent. These Terms & Conditions will insure to the benefit of & bind you & us & our respective personal & legal representatives, successors & permitted assigns.
- Relationship. You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us & you as a result of these Terms & Conditions or use of the Website.
- Force Majeure. Neither party will be responsible for a failure to fulfil its obligations under these Terms & Conditions or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes & accidents in transportation, but excluding a lack of financing, cash or credit.
- English Language. The parties have requested & agree that these Terms & Conditions & all documents relating thereto be drawn up in English.
Intelletic Trading Systems LLC (ITS) Website Legal Disclaimer
The information contained in this website is intended solely to provide general guidance on matters of interest for the personal use of the reader, who accepts full responsibility for its use. The information is provided with the understanding that the authors & publishers are not herein engaged in rendering professional advice or services. As such, it should not be used as a substitute for consultation.
While we have made every attempt to ensure the information contained in this site has been obtained from reliable sources, ITS is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information in this site is provided “as is,” with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, & without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability & fitness for a particular purpose. Nothing herein shall to any extent substitute for the independent investigations & the sound technical & business judgement of the reader.
Certain links in the website connect to other sites maintained by third parties that may or may not be presented within a frame on the website. ITS has not verified the contents of such third-party sites & does not endorse, warrant, promote or recommend any services or products, that may be provided or accessed through them or any person or body which may provide them. ITS has not issued or caused to be issued any advertisements which may appear on these websites.