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GENERAL TERMS AND CONDITIONS FOR DELPHI RESEARCH SUBSCRIPTION PRODUCTS 

Effective July 11, 2022.

The following terms and conditions govern your access and use of various offerings of content and services offered from time to time by Delphi Digital Consulting, Inc. and its affiliates (“Delphi Research”) through a variety of Access Points (as defined below) as a part of your Delphi Insights or Delphi Pro subscription under the applicable order confirmation, invoice, e-commerce confirmation or similar agreement issued by Delphi Research (the “Purchase Document”) or as may hereinafter be offered pursuant to additional offerings offered from time to time (the “Subscription Products”). Your Purchase Document identifies the Subscription Products, quantities, charges and other details of your order. The applicable Purchase Document may also refer to and incorporate documents which may apply to the Subscription Products you selected. Each Purchase Document, any applicable incorporated documents and these terms constitute the complete agreement (the “Agreement”) and supersede any prior or contemporaneous discussions, agreements, representations or warranties regarding your order.

This Agreement incorporates by reference the Terms of Use (“Terms”) as if set forth herein. Other terms and conditions you incorporate in any purchase order or otherwise are not part of the Agreement and do not apply. Capitalized terms not defined herein have the meaning used in the Terms.

Certain Terms:

  • Documentation” means manuals, handbooks, guides and other user instructions, documentation and materials available through the Subscription Product or provided by us regarding the capabilities, operation, and use of our Services.
  • Professional Services” means the implementation, customization, education, training, consulting or other professional services we provide, as may be described in the applicable Purchase Document.
  • Property” means our property, which includes but is not limited to our products, Services, information, Documentation, data (whether tangible or intangible) and Usage Information. 
  • Services” means the cloud computing services, software-as-a service, online research services, Professional Services, as well as any products, supplied by Delphi Research under the Agreement that are detailed in the applicable Purchase Document.
  • Usage Information” means (i) data and information related to your use of our Property which is aggregated and anonymized, including statistical compilations and performance information related to the provision and operation of our Property and (ii) any information, data, or other content derived from your access to or use of the Services, but does not include Subscriber Data.
  • Subscriber Data” means, other than Usage Information, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Services.

 

1. Description of Service 

The Subscription Products consist of, among other Products and Services that we may offer from time to time, access to (i) our in-depth research reports, including without limitation, our “Delphi Daily”, our “Delphi Insight” reports and our “Deep Dive Research” (our “Reports”), (ii) our educational content such as “The Library” and our crypto primers, explainers, and general information regarding crypto and digital assets, and (iii) early access to offerings from our Delphi Media division. We may offer the Subscription Products in a variety of mediums (including, without limitation, text, podcasts and other audio media, graphics and other visual media). The Subscription may be delivered through the Website, applications, and other places where any Services are available, including email and applications such as podcasts, Telegram and Discord. The Reports are intended for subscribers in the United States only.

Unless stated otherwise, the Subscription is for online and/or electronic access only and no Professional Services are included. Certain promotions may offer features that are issued in physical form. Physical fulfillment of goods or services is at the sole discretion of Delphi Research.

Delphi Research reserves the right to change the Subscription, or its availability to you, at any time.

2. Registration; Passwords

The provisions of the Terms under the heading “Registration and Account Information” are incorporated by reference herein. If you are a business or other entity, you may purchase and register an Account for more than one Subscription Product on behalf of your individual employees, contractors or agents (each, an “Authorized User”).

You agree to notify us promptly if you change your address or email so we can continue to contact you and send any notices required hereunder. If you fail to notify us promptly of a change, then any notice we send to your old address or email shall be deemed sufficient notice.

Your access to certain Services provided as part of our Subscription Products is password-protected. You and your Authorized Users (if applicable) are responsible for ensuring that passwords are kept confidential. Sharing passwords by you or your Authorized Users is strictly prohibited. You and your Authorized Users shall maintain industry standard computing environments to ensure that both your and our property is secure and inaccessible to unauthorized persons.

You are responsible for (i) proper use of our Property in accordance with all Documentation, usage instructions and operating specifications; (ii) adherence to the minimum recommended technical requirements; (iii) changes you make to our Services or data; (iv) your combination of our Property with any other products, services, data or other property; (v) implementing and maintaining proper and adequate virus or malware protection and proper and adequate backup and recovery systems; and (vi) installing updates.

3. Fees and Payments

You agree to pay the subscription fees and any other charges incurred in connection with the Subscription (including any applicable taxes) at the rates in effect when the charges were incurred. We will bill all charges to your credit card. Subscription fees will be billed at the beginning of your Subscription or any renewal. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. If you want to use a different credit card or there is a change in credit card validity or expiration date, or if you believe someone has accessed the Subscription using your user name and password without your authorization, you must contact us. You are responsible for any fees or charges incurred to access the Subscription through an Internet access provider or other third-party service.

Trial Terms

From time to time, we may provide a free trial or introductory offer. Upon signing up for a free trial, you will have access to the Subscription for the trial period. If you cancel your Subscription prior to the end of the trial period, your credit card will not be charged. If you don’t cancel your Subscription within the trial offer period, we will charge the primary credit card you provided during the sign-up process. 

All trials of our Services are subject to the terms of this Agreement, unless we notify you otherwise. Access to our Services for trials may only be used for your evaluation purposes. Unless we agree otherwise in writing, any data you enter into the Services, and any customizations made to the Services by or for you, during any free trial may be permanently destroyed at the end of the trial.

4. Renewal and Automatic Billing

The term and any renewal terms for the Services are described in the applicable Purchase Document. If not otherwise stated in the applicable Purchase Document, the Agreement will automatically renew annually unless either of us gives the other at least 60 days written notice before the end of the then current term.

For multi-year and annual subscriptions (including annual subscriptions with monthly billing), we will notify you of the pending renewal of the Subscription. You must cancel the Subscription before it renews in order to avoid billing of Subscription fees for the renewal term to your credit card.

BY PLACING YOUR ORDER, YOU PROVIDE YOUR ELECTRONIC AUTHORIZATION FOR FUTURE CHARGES AGAINST YOUR CREDIT CARD ON FILE UNLESS YOU CANCEL.

Your Subscription will automatically renew at the then-current rate, until you notify us of your decision to terminate your membership. Most subscriptions will renew for one-year terms, regardless of the offer under which the Subscription was initiated. We will notify you about the length and price for your renewal before we charge you. Monthly subscription terms will be notified annually regarding future renewals.

Accordingly, you agree that your Subscription fee will be billed automatically at the beginning of each renewal period at the then-current rate (plus tax, if applicable) to the credit card you used in your most recent transaction with us.

5. Suspensions, Terminations and Refunds

Delphi Research reserves the right to refuse or discontinue the Subscription to any user at any time at our sole discretion. 

We may on notice terminate, suspend or limit your use of any portion or all of our Services if (i) requested to do so by a third-party provider, court or regulator; (ii) you become or are reasonably likely to become insolvent; or (iii) there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligations under the Agreement or another agreement between us; a breach of our agreement with a third-party provider; or a violation of third party rights or applicable law. Our notice will specify the cause of the termination, suspension or limitation and, if the cause of the termination suspension or limitation is reasonably capable of being remedied, we will inform you of the actions you must take to reinstate the Service. If you do not take the actions or the cause cannot be remedied within 30 days, we may suspend, limit or terminate the Agreement in whole or in part. Charges remain payable in full during periods of suspension or limitation arising from your action or inaction.

Generally, a Subscription is non-refundable. If we discontinue your Subscription for reasons unrelated to your breach of this Agreement, we will provide a pro-rated refund of the Subscription fees.

Except to the extent we have agreed otherwise, upon expiration or termination of the Agreement, all licenses and rights granted herein shall end immediately and you must uninstall or destroy all copies of our Property. Additionally, upon expiration or termination, at your request, we will, at our discretion, either return or destroy your confidential information, except as may be required for archival or compliance purposes. Termination of the Agreement will not (i) relieve you of your obligation to pay Delphi Research or its agent any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue or those that expressly state shall survive termination.

6. Transfers

If you are an individual, you may not transfer your Subscription. If you are an organization maintaining multiple Subscriptions, you may transfer the Subscriptions to other Authorized Users within your organization; however, each registration may correspond to only one natural person at a time. In the event a Subscription is transferred, it will continue through the end of its term and can be renewed at the then-current price and conditions.

7. Ownership; Limitations on Use; Licenses & Delivery

The text, graphics, images, video, design, organization, compilation, look and feel, advertising and all other Property made available through the Subscription is the property of Delphi Research or its licensors and is protected by copyright and other intellectual property laws. Except for the limited rights and licenses expressly granted herein, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to our Property.

The Subscription Product may also give you access to Delphi’s proprietary and confidential information, which information is subject to additional usage restrictions, set forth below.

By purchasing the Subscription Product, you and your Authorized Users are granted (i) a nonexclusive, nontransferable, limited right to access, view and use our Services (except Professional Services subject to the terms and conditions of the Agreement) solely for your own internal business purposes and (ii) subject to the terms and conditions contained in the Agreement, where Documentation is available, we hereby grant you a non-exclusive, non-sublicensable, non-transferable license to use such Documentation solely for your internal business purposes and in connection with your use of our Services.

The rights granted to you and each Authorized User during the term of the Agreement are further limited as follows:

You shall not use our Property or permit a third party to use our Property for any purposes beyond the scope of the access granted herein. Unless otherwise expressly permitted in the Agreement, you may not and you may not permit a third party to: (i) sell, license, sublicense, distribute, publish, display, store, copy, modify, decompile, decode or disassemble, reverse engineer, remove any proprietary notices, translate or transfer our Property in whole or in part, or as a component of any other product, service or material; (ii) use our Property or our third-party providers’ property to train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (iii) allow any third parties to access, use or benefit from our Property in any way. Notwithstanding the foregoing, you may (a) download and print limited extracts of content from our Services solely for your own internal business purposes and (b) on an infrequent, irregular and ad hoc basis, distribute limited extracts of content from our Services; provided that, in either case, (1) such extracts do not reach such quantity as to have commercial value and you do not use such extracts as a substitute for any Services and (2) Delphi Research is cited and credited as the source.

Exercising legal rights that cannot be limited by agreement is not precluded. Only if you are in the business of providing audit, tax, or accounting services, or legal advice to your clients, this restriction does not preclude you from using our Services to benefit your clients in the ordinary course of your business in accordance with the Agreement. Except as expressly set forth in the Agreement we retain all rights and you are granted no rights in or to our Property.

Your access and use of the Services and Documentation that are part of the Subscription Product is further limited by the provisions of the Terms under the heading “Usage Restrictions”. Unless prior written authorization is given by us, you must not (i) run or install any computer software or hardware on our Services or network; (ii) mine, scrape, index, or automatically download our data; or (iii) automatically connect (whether through APIs or otherwise) our data to other data, software, services or networks. Neither of us will knowingly introduce any malicious software or technologies into any products, services or networks.

You hereby grant us a nonexclusive license and right to use, copy, store, host, display, transmit and process Subscriber Data solely as necessary for Delphi Research, our employees and contractors to provide our Services under the Agreement and in accordance with applicable law. We may delete or disable Subscriber Data if required under applicable law, in which case we will use our reasonable efforts to provide notice to you.

We will deliver our Services and any Documentation electronically, on tangible media, or by other means, in our sole discretion. When you download or access our Services or Documentation, you are accepting it for use in accordance with the Agreement.

8. Confidentiality; Privacy

Each party agrees to (i) protect any confidential information received from the other party using the same standard of care it uses to protect its own confidential information (which shall be no less than a reasonable degree of care) and (ii) not disclose any part of it to any third party except to its affiliates, contractors, financial advisors, accountants and attorneys who are subject to confidentiality duties or obligations to the recipient that are no less restrictive than the terms and conditions of this Agreement. If a court or government agency orders either of us to disclose the confidential information of the other, the other will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification. These obligations of confidentiality do not apply to information which: (a) is or becomes generally available to the public (through no act or omission of the receiving party); (b) becomes known to the receiving party on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information; (c) was lawfully in the possession of the receiving party prior to such disclosure as established by documentary evidence; or (d) is independently developed by the receiving party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing party’s confidential information. This section shall survive three (3) years after the termination of this Agreement or until the confidential information is no longer deemed confidential under applicable law, whichever occurs first.

Registration data and other information about you are subject to our Privacy Policy. Your information may be stored and processed in the United States or any other country where Delphi Digital has facilities (regardless of where the information was collected), and by subscribing to the Subscription, you consent to the transfer of information outside of your country. If your access to the Subscription has been provided by or through a third party (for example, your employer) (a “Third Party”), the Third Party may have provided us with information about you to enable us to provide you with access to the Subscription and distinguish you from other subscribers (such as your email address or name).

9. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY

YOU AGREE THAT YOUR USE OF THE SUBSCRIPTION AND THE CONTENT AVAILABLE THROUGH THE SUBSCRIPTION IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND WE AND OUR INFORMATION PROVIDERS SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In addition, Delphi Research and its affiliates make no representations or warranties of any kind in connection with the subject matter included in or the use of the Subscription, and use of the Website and the Subscription is subject to the Terms.

You are responsible for any loss, damage or cost we and our affiliates incur arising out of or in connection with a third-party claim, or a regulatory fine or penalty, connected to: (i) an allegation that our or our affiliates’ use of the information, data, software, or other materials provided to us by you or on your behalf, which we are required to host, use or modify in the provision of our Services infringes the intellectual property rights of a third party (except to the extent of any indemnity we provide you in writing in a separate agreement and such claim does not arise from: (a) a combination of all or part of our Services with technology, products, services or data not supplied by us; (b) modification of all or part of our Services other than by us or our subcontractors; (c) use of a version of our Services after we have notified you of a requirement to use a subsequent version; or (d) your breach of the Agreement); (ii) your or your subcontractors’ use of our Property in breach of the Agreement or in violation of applicable law; (iii) our or our affiliates’ compliance with any instruction given by you to us in the course of the provision of our Services; or (iv) an assertion by any person accessing or receiving the benefit of any part of our Services through you.

Delphi Research is not registered as a securities broker-dealer or investment adviser with any jurisdiction and is not providing any personalized financial, investment or tax advice. Delphi Digital cannot assess or guarantee the suitability of any particular investment to any personal situation. Accordingly, you bear complete responsibility for your own investment, financial, and tax research and decisions and should seek the advice of a qualified professional prior to making any decisions based on the Subscription. The Subscription is provided solely for informational purposes, and does not constitute an offer or solicitation to buy or sell any securities. All opinions expressed and information and data provided therein are subject to change without notice. We do not undertake any duty or obligation to update any content of the Subscription to reflect current market conditions or other changes.

DELPHI RESEARCH AND ITS RESPECTIVE AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS (THE “DELPHI PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS TO OR USE OF THE SUBSCRIPTION, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE DELPHI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE DELPHI PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

By using the Subscription, you accept the foregoing disclaimers and limitations on liability and you assume all risks associated with such use (including without limitation, risk of investment losses, risk to your computer, software or data being damaged by any virus transmitted or activated via the Subscription or material that may be included within or accessed from the Subscription). Further, the presence of any hyperlinks from the Subscription to other websites operated by parties other than Delphi Research does not imply any kind of endorsement of the content on such web sites by Delphi Research of its affiliates or any association with the owners or operators of such web sites, and the views expressed at such web sites that may be linked through the Subscription are not necessarily the views of Delphi Research or its affiliates. Such hyperlinks are provided for information and reference purposes only and Delphi Research is not responsible for the availability of these external Web sites or for any of the contents, advertising, products, or other materials on such web sites. Any concerns regarding any hyperlink should be directed to the respective web site owner or operator/webmaster.

10. General

Assignment

You may not assign this Agreement without Delphi Research’s prior written consent. Delphi Research may assign this Agreement freely.

Severability

If any provision of this Agreement shall, for any reason, be held by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the provision of this Agreement directly involved in the controversy in which such judgment shall have been rendered. Should a court of competent jurisdiction determine that the scope of the covenants contained herein exceeds the maximum restrictiveness such court deems reasonable and enforceable, the parties intend that the court should reform, modify and enforce the provision to such narrower scope as it determines to be reasonable and enforceable under the circumstances existing at that time.

Amendment

We may change the terms of this Agreement at any time by notifying you of such changes in writing or electronically. The changes also will appear in this document, which you can access at any time through the link at the bottom of an email or page from the Subscription. Modified terms will become effective when posted. By using the Services after the effective date, you agree to be bound by the most recent version of the Agreement. You are responsible for reviewing and becoming familiar with any such modifications.

In the event you had an active Subscription prior to the date of our amendment of this Agreement and do not agree to be bound by the amended terms of this Agreement, you should immediately cease using the Subscription and contact us within 30 days to terminate your Subscription. If your Subscription is terminated due to your disagreement with the amended terms of this Agreement, we will provide a refund of the unused portion of your Subscription.

Force Majeure

We are not liable for any damages or failure to perform our obligations under the Agreement because of circumstances beyond our reasonable control. If those circumstances cause material deficiencies in the Services and continue for more than 30 days, either of us may terminate any affected Service on written notice to the other.

Waiver

No failure or delay in exercising any right, power or privilege hereunder by Delphi Research will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder by Delphi Research.

Feedback

You may voluntarily provide any comments, suggestions, ideas or recommendations (collectively, “Feedback”) to Delphi Research, and if so, you grant Delphi Research a perpetual, irrevocable, transferable, non-exclusive right, without charge, to use any Feedback you provide related to any of our Property in any manner and for any purpose.

Notices

Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when sent by email, addressed to the Party to be notified at such Party’s address or, if Delphi Research is the noticing Party, at the most recent address set forth in Delphi Research’s books and records. Any notice of amendments to this Agreement shall be deemed sufficient when posted to the Website.

You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services.

Governing Law

The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Florida, without giving effect to the principles of conflict of laws thereof.

The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in Miami, Florida. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

Entire Agreement

This Agreement, together with the Terms, constitutes the full and entire understanding and agreement between the parties with regard to the Subscription and supersedes all prior agreements with respect thereto. Each of us acknowledges that in entering into the Agreement neither of us have relied on any representations made by the other that are not expressed in the Agreement.