Any additional agreements with respect to individual services of Transparitrade Inc. ("Transparitrade" or “we” or “us”), including the provisions of any applicable User Agreement, shall be complementary to these Terms; however, in the event of any conflict, the provisions contained in any such additional agreements shall prevail.
Information and Services
Products and services displayed on the Sites may not be eligible for sale or available to certain categories of investors. Please consult the applicable terms and conditions such as sales restrictions for further information.
The information, investor tools and descriptions of financial products in the sections of the Sites designated as “Education,” “Training,” and “Investment Review” are provided for information and educational purposes only and are subject to change at any time without notice. Transparitrade makes no representation (either express or implied) that the information, opinions and product descriptions on the Sites are accurate, complete or up to date. Such information is not intended to be and does not constitute financial advice or any other advice by Transparitrade, is general in nature and not specific to you, your customers, your respective financial situation or particular needs and should not be construed as a recommendation by Transparitrade to buy or sell any securities or other financial products, to effect any transactions or to conclude any legal act of any kind whatsoever. Transparitrade shall not be obliged to remove any outdated information from the Sites or to expressly mark it as being outdated.
Transparitrade does not provide investment, legal or tax advice, and nothing in the Sites should be construed as being financial, legal, tax or other advice, nor should any investment or any other decisions be made solely based on the Sites’ content. Transparitrade does not represent that any financial products or services discussed or described or that any Issuer Offering Materials (defined below) are suitable for any investor and makes no assurances with respect to results to be obtained from their use.
The Sites are intended solely for use by registered broker-dealers and “institutional accounts”, as such term is defined in FINRA Rule 4512(c). By using the Sites, you represent and warrant that you (1) are capable of evaluating the investment risks independently, both in general and with regard to all transactions and investment strategies involving any investments discussed, presented or displayed on the Sites; and (2) will exercise independent judgment in evaluating any such investment.
No Recommendations or Advice
Transparitrade Inc. is not a registered investment advisor, broker/dealer, financial analyst, financial institution, bank, securities broker or financial planner. Except for the information described in the section “Third Party Issuer Offering Materials” below, no information published on the Sites constitutes a solicitation or offer, or recommendation to buy or sell any financial products, to undertake any financial strategy, to effect any transactions or to conclude any legal act of any kind whatsoever. Transparitrade does not intend to provide investment advice or service through the Sites and makes no representation that any described financial products or services are suitable for you or any of your customers. Transparitrade does not render financial, legal or tax advice, and nothing in the Sites should be construed as such. In addition, any discussion of U.S. tax matters contained in the Sites is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with Transparitrade of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties.
Offerings Site and Third-Party Issuer Offering Materials
The web pages of the Sites under the headings “Calendar Offerings and Order Management”, “Investment Review”, “Current Offerings” and “Product Builder” (collectively, the “Issuer Offerings Sites”) contain information related to offerings by third-party issuers (respectively, “Issuers” and “Issuer Offering Materials”).
The information contained in the Issuer Offering Materials is for informational and illustrative purposes only and may be different from the actual or future terms of any financial products they describe. Any pricing information in the Issuer Offering Materials is indicative only and does not constitute a firm offer by any Issuer. Before making any investment decision, you should refer to the relevant registration statement (including a prospectus and preliminary prospectus supplement) and/or other documents filed by the relevant Issuer with the Securities and Exchange Commission (the “SEC”) for more complete information about the Issuer and its offerings.
Transparitrade’s role in connection with any offerings by Issuers is limited to the automated processing of data provided by Issuers in order to generate and display the Issuer Offering Materials. Transparitrade does not select, promote, or in any other way, manage, offerings by Issuers. Neither the Issuer Offering Materials nor any of the information on the Issuer Offerings Sites, nor the display or non-display of any offering by an Issuer, shall be construed as investment advice or an endorsement or recommendation by Transparitrade to you or your customers in respect of any financial product, financial strategy, Issuer or any Issuer Offering Materials.
The web pages of the Sites under the headings “Education”, “Certification”, “Underlying Explorer”, and “Glossary” (collectively, the “Education Sites”) contain information offered by Transparitrade for educational and informational purposes only. You acknowledge and agree that such information is provided for information and educational purposes only and, for the avoidance of doubt, is not provided in connection with any offer, sale or other transaction. You acknowledge and agree that such information has been prepared exclusively by Transparitrade without the involvement in any form whatsoever of any Issuer of financial products or any other third party. Such information is not intended to be and does not constitute financial advice or any other advice by Transparitrade, is general in nature and not specific to you, your customers, your respective financial situation or particular needs. Transparitrade makes no representation (either express or implied) that the information in the Education Sites is accurate, complete or up to date. Transparitrade shall not be obliged to remove any outdated information from the Sites or to expressly mark it as being outdated.
No information in the Education Sites shall be construed as investment advice or as an endorsement or recommendation by Transparitrade in respect of any security, financial product, financial strategy or issuer of financial products.
Past performance may not be indicative of future results. No current or prospective investor should assume that future performance of any specific investment, investment strategy or product described or made reference to directly or indirectly in the Sites or indirectly via a link to an unaffiliated third-party website, will be profitable. Transparitrade cannot and does not guarantee that any capital invested will maintain or increase in value.
US Persons Only
The information on the Sites is directed at, and is intended for use by, “US persons” only, as that term is defined by Regulation S of the US Securities Act of 1933, as amended. In addition, use of the Sites is further limited by the relevant provisions of the User Agreement.
Forward Looking Statements
The Sites may contain statements that constitute "forward looking statements". While these forward looking statements may represent Transparitrade’s judgment and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from Transparitrade’s expectations. Transparitrade is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward looking statements whether as a result of new information, future events, or otherwise, except as may be required by applicable law.
Your use of the Sites is at your own risk. The Sites, together with all content, information and materials contained therein, is provided "as is" and "as available". You should not regard the information contained in the Sites as a substitute for the exercise of your own judgment. Transparitrade is not under any obligation to update or keep current the information contained herein nor to remove any outdated information from the Sites or to expressly mark it as being outdated.
Transparitrade makes no covenants, representations or warranties of any kind whatsoever, whether express or implied (statutory, by operation of law or otherwise), relating to the content, the scope thereof, completeness or reliability of all information contained in the Sites. Any materials, information or content accessed, downloaded or otherwise obtained through the use of the Sites is done at your own risk and Transparitrade is not responsible for any damage to your computer systems or loss of data that results from the download of such material.
Although the information provided on the Sites is obtained or compiled from sources we believe to be reliable, Transparitrade cannot and does not warrant the accuracy, validity, timeliness, security, reliability, availability or completeness of the Sites or the information or results obtained from use of the Sites, or that the Sites will be available at all times, or is virus-free or error-free.
To the fullest extent permitted by law, in no event shall Transparitrade or our affiliates, or any of our directors, employees, contractors, service providers or agents, nor any Issuer, have any liability whatsoever to any person for any loss, costs, claims, expense or damage of any kind, including any direct or indirect consequential damages, whether in contract or in tort, including negligence, or otherwise, arising out of or related to the use of all or part of the Sites, or any links to third-party websites.
You are solely responsible for acquiring and maintaining such electronic devices and equipment that can handle and will allow you to access and use the Sites and for taking adequate and appropriate data security measures in accordance with good industry practice to protect yourself against fraud or cyber-attacks on a continuous basis (e.g., by using the most recent browser versions, and installing recommended security patches and up-to-date anti-virus programs and firewalls). Transparitrade specifically disclaims all liability for any tampering with any user's computer system by unauthorized parties, or for losses or liabilities suffered by any user arising from viruses or attacks by hackers.
In no event will Transparitrade or our affiliates, or any of our officers, directors, employees, contractors, service providers or agents be liable for any incidental, special, punitive or consequential damages howsoever caused arising out of the use of the Sites, its content, or the inability to use the Sites.
This disclaimer of liability applies to any and all damages or injury, including those caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, destruction, or unauthorized access, whether for breach of contract, tortious behavior, negligence or under any other cause of action.
The Sites may contain third-party content or links to third-party websites. These content and links are provided solely for your convenience and information. Transparitrade has no control over, does not assume any responsibility for and does not make any warranties or representations as to, any third‑party content or websites, including but not limited to, the accuracy, subject matter, legality, quality or timeliness of such content. Transparitrade shall have no liability for third-party content or websites or websites linking to or framing the Sites. Such third-party content and information on such websites is not included in, or incorporated by reference into, the Sites.
The Transparitrade Group and/or its boards of directors, executive management and employees may have or have had interests or positions in, or traded or acted as market maker in relevant securities or other financial products. Furthermore, such entities or persons may have or have had a relationship with or may provide or have provided corporate finance or other services to or serve or have served as directors of relevant companies.
Intellectual Property Rights
Transparitrade, or the applicable third-party owner, retains all right, title and interest (including copyrights, trademarks, patents, as well as any other intellectual property or other right) in all information and content (including all text, data, graphics and logos) on the Sites. Individual pages and/or sections of the Sites may be printed for personal or internal use only, and provided that such print-outs retain all applicable copyright or other proprietary notices. All users must not, without limitation, modify, copy, transmit, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer or otherwise use in any other way, whether in whole or in part, any information, text, graphics, images, video clips, directories, databases, listings or software obtained from the Sites for commercial or public purposes, without the prior written permission of Transparitrade. Systematic retrieval of content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) or creating links to the Sites without the prior written permission from Transparitrade is strictly prohibited.
The unfinished cube symbol set forth below and Transparitrade are among the registered and unregistered trademarks of Transparitrade. Other marks may be trademarks of their respective owners. Except as noted above, you may not use any trademarks of Transparitrade for any purpose without the prior written permission of Transparitrade.
Consent to Electronic Delivery for RIAs
The Sites will provide Issuer Offering Materials electronically. This includes preliminary term sheets, preliminary pricing supplements and prospectuses. Once you have consented to receive electronic delivery, documents will be provided to you when we post the information on servers accessible to you on a password-protected portion of the Site or that of a trusted third party, if we determine to do so. We will provide you with online notification or send you an email regarding the availability of the documents on the Site. You agree to check the Site regularly, as you may not have any other means of knowing that a communication has been delivered to you. Some documents may be archived online to access at your convenience. There is no charge from us for electronic delivery; however, online access and usage charges by your Internet service or access provider may apply. Documents and information will be made available in HTML or PDF format. You acknowledge that you can access documents in HTML or PDF format. You acknowledge that we may send to you alerts and messages that contain important information affecting your use of the Sites, and that you are responsible for reading these alerts and messages, and also the other notices, disclosures and other communications on the Site.
By using the Sites, you are consenting to electronic delivery, and you agree that neither we nor the applicable Issuer will mail to you paper documents. If you require paper documents, you must notify us in writing in advance, so that we may determine and make appropriate arrangements. We may, in our discretion, limit your use of the Sites until we make such arrangements.
Electronic Communication (Email)
Ordinary email messages sent over the Internet are neither confidential nor secure. They may be easily accessible by third parties and may entail a considerable amount of danger and risk including: (a) lack of confidentiality (email messages and their attachments can be read and/or monitored without detection); (b) manipulation or falsification of the sender's address or of the email message’s (or attachment's) content (e.g., changing the sender's address(es) or details); (c) system outages and other transmission errors, which can cause email messages and their attachments to be delayed, mutilated, misrouted and deleted; (d) viruses, worms, Trojan horses etc. may be spread undetected by third parties and may cause considerable damage; and (e) interception by third parties.
You are therefore advised to communicate with Transparitrade by using a secure channel if such channel is provided by Transparitrade. In no event should you use ordinary email to transmit personal or confidential information, such as any account related data.
Transparitrade shall not be liable to you or anybody else for any damages incurred in connection with any messages sent to Transparitrade using ordinary email or any other electronic messaging system.
Conflict with Additional Terms