Terms) were last revised and updated on June 26, 2020.
tZERO Group, Inc., a Delaware corporation (
we) provides the website at https://www.tzero.com/ (our
These Terms apply only to the Site and the information and content provided on the Site (
These Terms are agreed to between tZERO and you or, if you are accessing the Site on behalf of another individual, organization, or entity (
Entity), that Entity (in either case,
By accessing or using any part of the Site or Content, you agree to enter into and be bound by these Terms. If you are entering into these Terms on behalf of an Entity, by accessing or using any part of the Site or Content, you represent and warrant that you have authority to bind that Entity to these Terms. If you do not have such authority, or you do not agree to be bound by these Terms, do not access or use any part of the Site or Content.
THESE TERMS CONTAIN AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. YOUR BREACH OF ANY PROVISION OF THESE TERMS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE ISSUANCE PORTAL.
These Terms are effective upon the date you first access or use any part of the Site or Content.
Capitalized terms used in these Terms have the definitions given in the context in which they are used. All other terms used herein have the plain English (US) meaning.
These Terms constitute your entire agreement with tZERO regarding your access to and use of the Site and all Content made available through the Site. Unless you have entered into a separate written agreement with tZERO expressly providing otherwise, these Terms comprise the entire agreement between you and tZERO with respect to the Site and Content and supersede all prior or contemporaneous communication and proposals (whether oral, written or electronic) between you and tZERO with respect to the Site and Content.
We reserve the right to make changes to these Terms or to the Site or Content at any time, with or without prior notice, by making those modifications available to you through the Site or by providing notice to you as otherwise permitted herein. You are solely responsible for checking the Site for any changes. You agree not to contest the admissibility or enforceability of the electronically stored copy of these Terms in any proceeding arising out of these Terms. Your continued use of the Site and Content following any such changes to these Terms or to the Site or Content constitutes your acceptance of those changes. If you do not agree with any changes, you may withhold your consent by not accessing the Site or any Content or by terminating these Terms as permitted herein. You agree that tZERO and its subsidiaries and affiliates, including their respective directors, officers, members, employees and advisors, will not be liable to you or to any third party for any modification of these Terms or the Site or Content, suspension of your access to the Site or Content, or discontinuance of the Site or any Content.
We require that the Site and the Content be accessed and used only by individuals who are not minors and who can legally enter into binding contracts with tZERO under applicable federal, state, local, international, or other laws, statutes, rules, or regulations (
Laws) (typically persons 18 years of age or older, depending on the Laws applicable to you). By accessing or using the Site or Content, you represent and warrant that you are not a minor and are legally permitted to enter into a binding contract, including these Terms, with tZERO under applicable Law.
Location of Access
The Site is controlled and operated from facilities within the U.S. tZERO makes no representations that the Site is appropriate or available for use in any other jurisdictions. Accessing any part of the Site or Content is prohibited from any locations where access to or use of the Site or Content are prohibited.
Access to the Site
Subject to your compliance with these Terms, we will permit you to access and use the Site and the Content made available to you through the Site solely for lawful purposes as permitted by these Terms.
Restrictions on Access
The Site and Content, and the databases, software, hardware and other technology used by or on behalf of tZERO to operate and provide the Site and the Content (
Technology), constitute valuable trade secrets of tZERO and its suppliers and service providers. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; (9) interfere with us, the operation or hosting of the Technology; (10) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) on the Site; or (11) use any meta tags or any other hidden text utilizing our name or trademarks.
Access to Content
Unless otherwise noted on the Site, all Content available through the Site (
Site Content) is owned by tZERO or tZERO's suppliers or providers. All Site Content is for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Site Content and for your use of any Site Content. Any dated Site Content is published as of its date only, and tZERO does not undertake any obligation or responsibility to update, supplement or amend any such Site Content. Subject to your compliance with these Terms, you may access the Site Content solely for your own personal and internal business purposes in connection with your own use of the Site. You will not, and will not permit any third party to: (1) alter, modify, reproduce, or create derivative works of any Site Content; (2) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Site Content; or (3) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Site Content. If no specific restrictions are displayed, you may make copies of select portions of the Site Content, provided that you use all copies only for your own personal and internal business purposes in accordance with the terms and conditions of these Terms. Neither tZERO, nor its suppliers or providers have verified the accuracy of or will be responsible for any errors or omissions in any Site Content. Without limiting the foregoing, tZERO will not be held liable to you or any other third party for any Content, including Site Content, under applicable Law, including the Communications Decency Act, 47 U.S.C. § 230. Except as set forth in these Terms, you are granted no licenses or rights in or to any Site Content or any intellectual property and proprietary rights, rights of publicity, rights of privacy, and other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (
Intellectual Property Rights) therein or related thereto.
Market Data provided by tZERO
tZERO publishes market data as Content made available through the Site (
Market Site Content). None of the Market Site Content contained on the Site constitutes a recommendation, solicitation or offer by tZERO to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. The Market Site Content contained in the on the Site has been prepared to without reference to any particular user's investment requirements or financial situation. Certain transactions give rise to substantial risk and are not suitable for all investors. Prior to the execution of any transaction by you involving Market Site Content or other information you viewed on the Site, you should consult your business advisor, attorney and tax and accounting advisors with respect to the price, suitability, value, risk or other aspects of any stock, mutual fund, security or other investment. Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the user may want to purchase or sell a particular security or other instrument. The information and services provided on the Site are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental or regulatory or self-regulatory organization or clearing organization of where tZERO is not authorized to provide such information or services.
You may provide tZERO with your observations, comments, criticisms, suggested improvements and other feedback about the Site, Content, or tZERO (
Feedback). If you provide tZERO with any Feedback, tZERO will have the right to use the Feedback for any purpose at tZERO's sole discretion, including incorporating the Feedback into the Site or Content, without notice to, payment to, consent from, or other obligation to you.
Access to Third-Party Sites
No Tax, Legal, Financial, or Investment Advice
The Site may provide Content relating to the securities of certain Entities seeking investment on the Site (
Securities Information). You should not interpret any such Securities Information, or any other Content provided on the Site, as tax, legal, financial, or investment advice, the provision of brokerage or investment banking services, or a recommendation to invest in any security. Although the Site may, upon request, provide certain Securities Information regarding the purchase or sale of securities through third-party entities, such Securities Information should not be interpreted as, and is not, a solicitation or offer by the Site, tZERO or any of our affiliates to purchase or sell any such security, or an endorsement or recommendation to engage in any securities transaction. We have no special relationship with or fiduciary duty to you and your use of the Site and any Content does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the information posted on the Site.
No Brokerage Services
You acknowledge that tZERO is not a registered broker-dealer, FUNDING PORTAL, UNDERWRITER, INVESTMENT BANK, OR INVESTMENT ADVISOR and does not engage in any conduct that would require such registration With respect to the services IN YOUR JURISDICTION. Neither tZERO nor the Site provides, and do not include, any brokerage services and tZERO takes no part in the negotiation or execution of secondary market transactions for the purchase or sale of securities and at no time has possession of investor funds or securities in connection with any such transactions. Any brokerage services offered by third-parties (including by tZERO's affiliates) referenced or linked through the Site are provided, to tZERO's knowledge, by registered broker-dealers. Those broker-dealers and any other third-party providers are solely responsible for ensuring that they have the appropriate licenses and authorizations to provide the services offered or linked through the Site.
Acknowledgement of Investment Risk
tZERO does not endorse or represent the reliability or accuracy of any Content distributed through or accessed from the Site, and has not performed any investigation into such Content. tZERO shall, therefore, not be liable for any investment decisions made based upon any Content available on the Site. Any reliance upon such Content is at your sole risk. You further acknowledge and agree that any investment includes a high degree of financial risk, that you are solely responsible for determining the suitability of your investments, your eligibility to invest, and your investment strategy, and that you accept the risks associated with such decisions, including the risk of losing the entire amount of your principal. You should consult with your own broker-dealer or other advisor prior to engaging in any securities transaction.
tZERO and its suppliers and providers retain all rights, title and interest, including all Intellectual Property Rights, in and to the Site, Content, and other Technology and any and all additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Site, Content, or other Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Site, and Content as permitted under these Terms. tZERO; TØ; T0 TECHNOLOGIES; TØ TECHNOLOGIES; TØ.COM; THE TRADE IS THE SETTLEMENT; DLR; TRADE IS SETTLEMENT; TRADE = SETTLEMENT; TRUE SETTLEMENT; and other marks, graphics, logos, page headers, button icons, scripts, product and service names associated with the Site, which may or may not be designated on the Site by a ™, ®, SM or other similar designation, are registered, pending or unregistered trademarks or service marks of tZERO and its licensors in the U.S. and other countries. All other trademarks not owned by us that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. You are not granted any license or right to use any tZERO or third-party trademarks posted on the Site or appearing in any Content, without the express prior written permission of tZERO or such third-party. Notwithstanding permission from tZERO, in no event shall you use our trademarks in any manner that is likely to cause confusion among customers or that disparages or discredits us. Your use of trademarks or any other Content on the Site except as provided in these Terms is strictly prohibited.
Representations and Warranties
You represent and warrant to tZERO that: (1) you have the legal right and authority to enter into these Terms; (2) these Terms form a binding legal obligation on you; and (3) you have the legal right and authority to perform your obligations under these Terms and to grant the rights and licenses described in these Terms. Your use of the Site and Content in compliance with any specific applicable Law is your sole responsibility. tZERO is not responsible for enabling your compliance with any such Law or for your failure to comply. Regardless of the jurisdiction in which you use or access the Site or Content, you represent, warrant and covenant that your use of and access to the Site and Content will comply with all applicable Laws and will not cause tZERO itself to violate any applicable Law. The foregoing obligation includes compliance with all Laws that are applicable to the transmission of data on the internet, including, but not limited to, Laws governing the transmission of data or funds across international boundaries, into prohibited countries, and containing financial, technical, and/or personally identifiable information.
The Site, INCLUDING ALL CONTENT, is provided on an
as available basis. tzero and its suppliers and service providers do not warrant that the Site or content will be AVAILABLE for your use or that your use of the Site or content will be uninterrupted or free from errors or omissions. tzero and its suppliers and service providers do not warrant the RELIABILITY, accuracy, integrity, completeness, adequacy or currency of the Site or content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, tzero AND ITS suppliers and service providers specifically disclaim any and all representations and warranties of any kind WITH REGARD TO THESE TERMS and the Site and content, whether expressed, implied, OR STATUTORY, including but not limited to any warranties of title, merchantability, fitness for a particular purpose, or noninfringement. No oral or written advice or information PROVIDED BY OR Obtained from or through the Site or content, or tzero, any affiliate, OR ANY OF OUR RESPECTIVE our EMPLOYEES, suppliers, service providers, contractors, OR AGENTS, shall create a warranty of any kind. EXCEPT AS EXPRESSLY PROVIDED IN these terms AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITHOUT LIMITING THE FOREGOING, tzero and its suppliers and service providers SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF REVENUE THAT MAY BE GENERATED AND ANY ECONOMIC OR OTHER BENEFIT THAT you MIGHT OBTAIN THROUGH your use of the Site or content. SPECIFICALLY, tzero and its suppliers and service providers DISCLAIM ANY REPRESENTATION OR WARRANTY THAT ANY SERVICES WILL MEET your REQUIREMENTS.
Limitation of Liability
You expressly agree that your access to, viewing of, browsing, visiting or use of the site AND CONTENT is at your sole risk. Under no circumstances shall we be liable for any direct, indirect, incidental, special, consequential (including loss of use, data, business, profits, or revenues), cover, or punitive damages, including but not limited to damages arising from reliance upon any information obtained FROM the Site or from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to our records or programs. The foregoing limitation of liability shall apply whether in an action at law, including but not limited to contract, negligence, or other tortious action, or an action in equity, and will apply even if WE have been advised of or should have knowledge of the possibility of such damages. You hereby acknowledge that this section AND THE DISCLAIMERS ABOVE shall apply to all use of the Site, including all Content. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. in such jurisdictions, liability is limited to the fullest extent permitted by law.
You agree to indemnify, defend, and hold harmless tZERO, its affiliates and subsidiaries, and each of their respective officers, directors, shareholders, employees, agents, vendors, suppliers, service providers, assigns, users, customers, licensees, and successors in interest (
Indemnified Parties) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that directly or indirectly result from any claim or allegation against any Indemnified Party arising in any manner from: (1) your access to or use of the Site, including any Content; (2) your negligence, fraud, bad faith or willful misconduct; and (3) your breach of any representation, warranty, or other provision of these Terms. We will provide you with notice of any such claim or allegation, and we will have the right to participate in the defense of any such claim at our expense.
You agree that we may send you any notice, communication, or other information in connection with the Site in electronic form to any e-mail address we have on file for you or by posting such notice to the Site. tZERO may also deliver notices, communications, or other information verbally, whether in person, over the telephone, or by other electronic audio communication. Notices, communications, or other information provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. Notices, communications, or other information given through the Site will be deemed given and received on the day you access the Site containing such notice. As long as you access and use the Site, you agree that you will have, or have access to, the necessary software and hardware to receive such notices, communications, or other information. If you do not consent to receive any such notices, communications, or other information electronically, you agree to stop using or accessing the Site and Content. You agree to promptly notify us of any changes in your address or contact details. If tZERO sends you any notice, communication, or other information but you do not receive it because the email address in our files file is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive the notice, communication, or other information, tZERO will be deemed to have provided the notice, communication, or other information to you.
If you communicate with tZERO, we may disclose your communication: (1) to satisfy any Law or government request; (2) if such disclosure is necessary or appropriate to operate the Site; (3) to protect our rights or property, our Users, you, or any other Entity; or (4) if, in our sole discretion, your communication should be referred to law enforcement or other government authorities.
Claims of Infringement
If you believe in good faith that your copyrighted work has been posted or made available on the Site without your authorization in a way that constitutes copyright infringement, please contact us at the address below so that we may investigate the situation and take any appropriate action. In order for us to investigate your claim of infringement, you must provide us with the following information:
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
• A description of the copyrighted work that you believe has been infringed;
• A description of where the material that you claim is infringing is located or identified on the Site;
• Your name, address, telephone number, and e-mail address;
• 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 applicable Law; and
• A statement by you, made under penalty of perjury, that the information submitted to us is accurate and that you are the owner of the copyright or authorized to act on behalf of the owner of the copyright.The above information should be provided to our designated agent for notice of claims of copyright infringement at the following address:
One World Trade Center, 58th Floor
285 Fulton Street
New York, N.Y., 10007
Please note that the above procedure is exclusively for notifying tZERO and its affiliates it you believe in good faith that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the Digital Millennium Copyright Act of 1998. Allegations that other Intellectual Property Rights may be infringed on the Site should be sent to [email protected]
Suspension and Termination
We may terminate these Terms and your right to access the Site or the Content at any time, for any reason or no reason in our sole discretion. We will use reasonable efforts to provide you with notice of any such termination. You may, in your sole discretion, discontinue using the Site or the Content at any time. We also reserve the right to suspend or limit your access to the Site for any reason or no reason in our sole discretion. During any such suspension, you may not access or use the Site or the Content. If we terminate these Terms, or during any suspension of your access to the Site, you may not attempt to access or use the Site or the Content, whether by agreeing to these Terms again or by otherwise accessing or using the Site or the Content, unless or until we have provided you with our separate written permission for you to do so. Any attempt you may make to agree to these Terms following termination, or during any suspension, is hereby rejected by tZERO. Upon termination of these Terms for any reason: (1) all rights granted to you under these Terms will terminate; and (2) you will cease use of and delete any Content you have downloaded prior to termination. Following any termination of these Terms, you will continue to be bound by the terms hereof which, by their nature, survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Governing Law and Venue
The interpretation of the rights and obligations of the parties under these Terms, and any dispute of any nature that might arise between you and tZERO, will be governed by the Laws of the State of New York, USA, as such laws apply to contracts between New York residents performed entirely within New York, without regard to its conflict of laws principles. Subject to the Disputes Section below, each party will bring any action or proceeding arising from or relating to these Terms exclusively in a federal court in the Southern District of New York or in state court in New York, NY, USA (Borough of Manhattan). You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by tZERO. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof.
The parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to the Site or Content or to these Terms, including the formation, validity, binding effect, interpretation, performance, breach or termination of these Terms and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms (each, a
Dispute), in accordance with the procedures set forth in this Section. Except as noted below, if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (
AAA) then in effect (the
Rules). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the
Initial Period) after either party to these Terms delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by tZERO in New York, NY, USA (Borough of Manhattan). The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. To the fullest extent permitted by applicable Law, no arbitration shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of tZERO, be subject to binding arbitration: (a) any dispute concerning tZERO's or its suppliers or service providers' Intellectual Property Rights; (b) any dispute related to or arising from allegations of criminal activity; or (c) any claim for injunctive relief.
tZERO will not be liable for delays, failure in performance or interruption of the Site which result directly or indirectly from any cause or condition beyond tZERO's reasonable control, including any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
The failure of tZERO to enforce any right or provision in these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of tZERO. Except as expressly set forth in these Terms, the exercise by either party of any of its rights or remedies under these Terms will be without prejudice to its other rights or remedies under these Terms or otherwise. If for any reason a court or arbitral tribunal, as applicable, of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect and enforceable. Neither these Terms nor any of your rights or obligations under these Terms may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of tZERO. Any assignment in violation of the foregoing will be null and void. tZERO may use third party providers to provide any portion of the Site or Content. tZERO shall have the right to assign its rights or delegate any of its responsibilities under these Terms for any reason. tZERO will use commercially reasonable efforts to provide you with notice of any such assignment or transfer. Except as expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The Indemnified Parties and tZERO's affiliates, officers, directors and members shall be deemed third party beneficiaries to these Terms. The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. To the extent any ambiguity or inconsistency exists between an English version of any written document and a version in any other language, the English (as interpreted in the United States) version of such document shall prevail. The words
including, in each case,