License. Subject to Licensee’s continued compliance with these Terms of Service, FinancialContent Services, Inc. (“Licensor”), a Delaware corporation, provides you (“Licensee”) with a non-exclusive, non-transferable, non-sublicensable license (the “License”) to permit you to use and access Licensor’s subscription services (“Services”), subject to your compliance with these Terms of Service, solely for the purposes enumerated in the Business Use of Licensor Services & Content section of the Order Form. Termination of this Agreement shall terminate the license granted to Licensee hereunder.
a) Licensee acknowledges that the Services provided to Licensee hereunder are proprietary in nature and the Intellectual Property of Licensor. The Services are to be used exclusively for the purposes described on the Order Form. Unless otherwise provided under this Agreement, none of the Information may be copied, sold, transferred, assigned, sub-licensed, published or conveyed to any third party without the written consent of Licensor.
Source License. The Services may include access to third party data, software, content, information, and/or services (together, “Third Party Content”.) By accessing Services, Licensee is agreeing to be bound by each of these third parties’ terms with respect to their respective Content (a “Source License”). No license is conveyed for any use of the Content, unless a Source License is explicitly purchased as a line item on the Order Form.
a) Licensee will maintain a proper Source License at all times with the appropriate Information Sources, and will abide by the terms of the Source License. At the request of any Information Source, for any reason, Licensor may suspend the delivery of the relevant Content within the Services.
b) Upon request by Licensor, Licensee shall provide to Licensor a copy of all information & reporting as required to maintain compliance with the policies of the Information Sources.
c) Licensee's failure to comply with any Source License shall constitute a material breach of this Agreement. The Client further agrees to indemnify and hold Licensor and its affiliates harmless from and against any and all losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney's fees and such fees and/or penalties any Information Source may impose, arising out of any breach by Licensor of this Section 2.
d) The provisions of Section 2 shall survive any termination of this Agreement.
Term and Termination. This Agreement shall become effective on the Effective Date as specified in the Order Form, and unless terminated earlier as permitted hereunder, will continue for the length of the Initial Term as specified in the Order Form. At the end of the Initial Term, and at each anniversary of the Recurring Term as specified in the Order Form, this agreement will automatically renew for additional Recurring Terms (each Initial Term and Recurring Terms collectively referred to as "Contract Term"), until at least sixty (60) days written notice of termination is given by either party prior to the end of the then-current Contract Term.
a) Termination by Licensor. Licensor reserves the right to terminate this Agreement or discontinue Services or any portion or feature thereof, for any or no reason, at any time, without liability to Licensee.
b) Effect of Termination. Upon expiration or termination of this Agreement for any reason: (i) all rights granted by one party to the other party under this Agreement shall immediately cease, and where appropriate, revert back to the granting party, except as otherwise provided herein; (ii) Licensee shall immediately cease all use and access of Services and Content, except as otherwise provided herein; and (iii) all amounts owing from Licensee to Licensor shall become immediately due and payable without further notice or demand, which is expressly waived by Licensee.
c) Audit Right. During the Term, and for three (3) years following the termination of this Agreement, Licensee will allow Licensor, its affiliates, Information Sources, and their respective agents to have such access as it or they may reasonably require to any location at which the Services were used by Licensee for the purpose of confirming Licensee’s compliance with the terms of the Agreement. Any such audit will be carried out in compliance with Licensee’s reasonable security and confidentiality requirements.
d) Suspension of Services. In addition to Licensor’s rights to terminate these Terms, access to Services may be suspended or interrupted by unanticipated events or as necessary for Licensor to perform maintenance on Services. Licensor will have the right to suspend access to Services in these situations and will not be liable to Licensee for any such suspension or interruption.
Monitoring. Licensor may monitor Licensee’s use of Services for any reason, including but not limited to: (i) quality assurance; (ii) the improvement of Licensor products and services; and (iii) verification of Licensee’s compliance with these Terms. Licensee shall not interfere with such monitoring or otherwise obscure from Licensor any aspect of Licensee’s use of Services.
Personal Identifiable Information. Licensor shall collect personally identifiable information (PII) on Licensee’s users as a condition of providing the Services. Licensor may provide this PII to the Information Sources in order to maintain compliance with the terms of the Source Licenses. Licensor may use this PII for internal purposes. Licensor may provide aggregations of this PII to third parties, provided that Licensor masks any information which could be used to identify an individual user, and abides by all laws concerning PII in Licensor’s jurisdiction.
Usage Limits. The Order Form will set forth any applicable usage limits and quotas (“Usage Limits”). All Usage Limits shall be measured using Coordinated Universal Time. Licensor may suspend access to the Services at any time should Licensee exceed the Usage Limits. Licensee may not cache or otherwise store information in any way that interferes with the ability of Licensor to enforce Usage Limits.
Upgrades. Licensee understands and acknowledges that Licensor has the right to modify and update Services at any time, provided however, that Licensor will notify Licensee of any material changes in the existing functionality or capabilities of Services.
Fees and Terms of Payment.
a) Fees. In consideration of the rights granted to Licensee in this Agreement, Licensee will pay Licensor all fees and charges as set forth and scheduled on the Order Form ("Fees"). All outstanding recurring Fees shall be invoiced monthly, and shall be due by the 1st day of each month in advance of Services being provided. Unless otherwise expressed in the Order Form, billing shall commence on the Effective Date. Unless otherwise expressed in the Order Form, billing for one time Fees shall be payable before the commencement of any services to be provided under this Agreement.
b) Fee Increases. Licensor reserves the right to increase the recurring fees payable for the Services as set forth on the Agreement. Licensor shall provide notice of fee increases to Licensee. In the event of a fee increase, Licensee may terminate Agreement upon written notice effective as of the date of increase, without further obligation.
c) Late Payments. All amounts owed hereunder not paid when due and payable will bear interest from the date such amounts are due and payable at the lesser of (a) one and one-half percent (1.5%) per month or (b) the maximum allowable rate of interest in the State of California for transactions between sophisticated commercial entities. Licensor may suspend service at any time if any invoice from Licensor is not paid in full by the due date.
d) Taxes. In addition to the amounts set forth above, Licensee will pay to Licensor or the relevant taxing authority, as appropriate, any applicable sales, use, goods and services, value-added, or other taxes payable due by law.
Attribution Requirements. Licensee will use commercially reasonable efforts to provide visible attribution for the Content and Services, along with linkage to Licensor’s main website, in each case, where reasonably possible within the constraints of the applicable form factor and in accordance with Licensee’s prevailing design aesthetic. Licensee will comply with all attribution & notice requirements required by the Information Sources at all times.
Licensee Obligations. Licensee shall: (i) comply with all applicable Usage Limits; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of Services or Content, and notify Licensor promptly of any such unauthorized access or use; and (iii) use the Services and Content strictly in accordance with these Terms and with all applicable laws and regulations.
Service Restrictions. Licensee agrees that it will not: (i) rent, lease, license, loan, transfer, assign, sell, copy, sublicense, commercialize, distribute or otherwise use or provide access to the Services or Content to any third party, except as expressly permitted by these Terms; (ii) use the Services, the Content, or any portion thereof to create any tool, application or software product, except as expressly permitted by these Terms; (iii) use Services or Content for any purpose other than the Purpose or in any unlawful manner whatsoever; (iv) remove, alter, obfuscate, and/or otherwise deface any proprietary notices on the Services or Content; (v) access Services by any means other than through the interface provided by Licensor; (vi) modify, alter, adapt, copy, decompile, disassemble, reverse engineer, reserve assemble or emulate the functionality of, reverse compile, attempt to derive the source code of, reduce to human readable form, or create derivative works of Content, Services, any Licensor website or the underlying software used therein, in whole or in part; (vii) interfere or attempt to interfere in any manner with the proper workings of Services; (viii) compromise the integrity of any Content made available through Services; (ix) circumvent or render ineffective any access system or entitlement restriction; (x) use Services in any way that infringes the copyrights or other Intellectual Property Rights of Licensor or any third party; (xi) use any means, including but not limited to script or programming, to scrape or mine the Content or other content associated with Services or any Licensor website; (xii) permit any individual or entity, other than Licensee to use Licensee’s access credentials; (xiii) use any access credential that is not specifically assigned to Licensee; (xiv) mask Licensee’s usage of Services; (xv) use Services in association with, or as a component of, any website that, in the sole discretion of Licensor, is determined to be obscene, detrimental to Licensor’s business interests or otherwise inappropriate ; (xvi) access Services for the purpose of providing service to a third party or to resell any Content; or (xvii) access Services in order to take Content and aggregate it with data from multiple sources, or for any other competitive purposes.
Ownership. Licensee acknowledges that Licensor and its licensors, service providers, and Information Sources are the owners of all right, title and interest in and to all Intellectual Property and all Intellectual Property Rights in Services, Licensor’s website, Content, all underlying software used therein, and all documentation and content in connection therewith, in any form whatsoever, including: (i) the technology available as part of or embodied in Services; and (ii) all content, including but not limited to text, software, music, sound, photographs, video, graphics, or other material contained in or provided as part of Services. Licensee hereby assigns any and all rights it may be deemed to own in the foregoing to Licensor. Licensee acknowledges that Services, Content, and any other products or services offered by Licensor are protected by United States and international copyrights, patents, trademarks, service marks, trade secrets or other proprietary and intellectual property rights and laws, as applicable. Licensee acknowledges that it claims no proprietary rights in any Intellectual Property of Licensee, Services, or Content, and will be entitled to only such rights as are granted to Licensee pursuant to any and all agreements between Licensor and Licensee. Services and Content may be used only in accordance with the terms and conditions of this Agreement.
a) “Intellectual Property” shall mean all algorithms, application programming interfaces (“APIs”), concepts, confidential information, Licensee and other lists, designs, diagrams, documentation, drawings, files, flow charts, formulae, discoveries, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, network configurations and architectures, notes, plans, presentations, procedures, processes, proposals, protocols, reports, records, schematics, software code (in any form including source code and executable or object code), specifications, spreadsheets, subroutines, techniques, uniform resource identifiers including uniform resource locators (“URLs”), user interfaces, web sites, works of authorship, and other forms of technology.
b) “Intellectual Property Rights” shall mean all past, present, and future rights in and to the Intellectual Property, which may exist or be created under the laws of any jurisdiction in the world, including but not limited to all rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of such Intellectual Property.
TOS Changes. The Terms of Service may be updated by Licensor at any time. Licensee understands and agrees that it is solely responsible for reviewing the Terms of Service from time to time, the most current version of which will be available at https://www.cloudquote.io/terms. Any continued use of Services by Licensee after the amended Terms of Service have been posted online, shall constitute Licensee’s consent and agreement to be bound by such amended Terms of Service.
Mutual Representations and Warranties. Each party represents and warrants to the other as follows: (i) it has all necessary power and authority to enter into these Terms, to grant to the other party all of the rights granted hereby and to perform its obligations hereunder; (ii) these Terms are and shall remain the valid, legal and binding obligation of such party, enforceable against it in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights or by principles of equity; and (iii) The acceptance and performance of these Terms does not conflict with or result in a breach of, any agreement, written or oral, to which it is a party or by which it or its property is bound.
No Warranty. LICENSEE AGREES TO USE SERVICES AND Content AT ITS SOLE RISK, AND Licensor SHALL HAVE NO LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ITS USE OF, ACCESS TO OR RELIANCE ON SERVICES OR Content. Content IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. Licensor IS NOT PROVIDING ANY CERTIFIED FINANCIAL OR INVESTMENT ADVICE VIA Licensor’S WEBSITE, SERVICES OR Content, AND ANY RELIANCE ON Licensor’S WEBSITE, SERVICES OR Content IS DONE AT LICENSEE’S SOLE RISK. LICENSEE RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND THEREFORE ARE NOT SUBJECT TO THE CONTROL OF Licensor. LICENSEE ALSO ACKNOWLEDGES THAT COMPUTER SYSTEMS ARE INHERENTLY UNSTABLE AND MAY MALFUNCTION OR CEASE TO FUNCTION AT ANY TIME WITHOUT WARNING. MALFUNCTION OR CESSATION OF INTERNET SERVICES BY INTERNET SERVICE PROVIDERS OR OF ANY OF THE NETWORKS THAT FORM THE INTERNET MAY MAKE THE SERVICES OR Licensor’S WEBSITE TEMPORARILY OR PERMANENTLY UNAVAILABLE. THE SERVICES, THIRD PARTY SERVICES, Content, Licensor’S WEBSITE SITE AND ANY RELATED PRODUCTS AND SERVICES ARE SUPPLIED TO LICENSEE “AS IS.” NEITHER Licensor NOR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF Licensor GIVES ANY WARRANTIES, EXPRESS OR IMPLIED, RELATED THERETO, EXCEPT AS EXPRESSLY PROVIDED HEREIN. Licensor DISCLAIMS, AND LICENSEE EXPRESSLY WAIVES, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, NEITHER Licensor NOR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF Licensor MAKES ANY WARRANTIES THAT (I) SERVICES WILL MEET LICENSEE’S REQUIREMENTS; (II) SERVICES OR Licensor’S WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES, Licensor’S WEBSITE OR Content WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, Content, OR OTHER MATERIAL RECEIVED OR OBTAINED BY LICENSEE THROUGH SERVICES OR Licensor’S WEBSITE WILL MEET LICENSEE’S EXPECTATIONS; OR (V) ANY ERRORS IN THE SOFTWARE USED TO OPERATE SERVICES AND Licensor’S WEBSITE WILL BE CORRECTED. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICES OR Licensor’S WEBSITE, INCLUDING Content, ARE ACCESSED AT LICENSEE’S OWN DISCRETION AND RISK, AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, SERVICES, Licensor’S WEBSITE AND Content MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, Licensor IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability. IN NO EVENT SHALL Licensor OR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF Licensor BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATERIALS OR SERVICES FURNISHED HEREUNDER, EVEN IF Licensor HAS BEEN ADVISED, KNOWS, OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Licensor’S TOTAL LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT OR ANY MATERIALS OR SERVICES FURNISHED HEREUNDER EXCEED THE TOTAL AMOUNT THAT WAS ACTUALLY PAID TO Licensor BY LICENSEE UNDER THE AGREEMENT DURING THE 6 MONTHS PRIOR TO THE DATE SUCH CLAIM AROSE. THE LIMITATIONS STATED IN THIS SECTION APPLY WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE GROUND. EACH OF THESE LIMITATIONS OF LIABILITY IS INTENDED TO BE ENFORCEABLE REGARDLESS OF WHETHER ANY OTHER EXCLUSIVE OR NON-EXCLUSIVE REMEDY UNDER THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE.
Indemnity. Licensee agrees to indemnify, defend and hold Licensor and its affiliates, distributors, resellers, licensors, Licensees, members, managers, employees, agents, representatives, successors and permitted assigns, harmless from and against any and all claims, suits, actions, proceedings, damages, costs, liabilities, losses, fines, penalties, and expenses (including, but not limited to, reasonable legal fees) (collectively, “Losses”) arising out of, relating to or resulting from (i) the use of, access to, or reliance on Services, Licensor’s website, or Content by Licensee or any other third party whose access to or reliance on Services, Licensor’s website, or Content is made available, directly or indirectly, by, through or because of Licensee; (ii) any negligent or willful act or omission of Licensee; or (iii) Licensee’s breach of this Agreement.
Confidentiality. Licensee shall not disclose Licensor Confidential Information to any third party without Licensor’s prior written consent. “Licensor Confidential Information” means: Content, all non-public Licensor software, technology, programming, and specifications relating to Services, and any other information designated by Licensor to be confidential or otherwise nonpublic. If Licensor becomes aware of any breach or possible breach of Licensee’s duty of confidentiality, Licensee must notify Licensor immediately and cooperate in all remedial actions requested by Licensor. However, “Licensor Confidential Information” will not include information that (i) is publicly known at the time of its disclosure or becomes publicly known thereafter through no fault of Licensee; (ii) is lawfully received by Licensee from a third party not under an obligation of confidentiality to Licensor; (iii) is published or otherwise made known to the public by the Licensor; or (iv) was generated independently by Licensee before disclosure by Licensor. Licensee will refrain from using Licensor Confidential Information except to the extent necessary to exercise its rights or perform its obligations under these Terms. Licensee will likewise restrict its disclosure of the Licensor Confidential Information to those who have an absolute need to know such Licensor Confidential Information in order for Licensee to perform its obligations and enjoy its rights under these Terms. Such persons will be informed of and will agree to the provisions of this Section, and Licensee will remain responsible for any unauthorized use or disclosure of Licensor Confidential Information by any of them.
Licensee Systems. Licensee will be responsible for providing any hardware, devices or applications necessary to access Services and any of Licensor’s websites.
Compliance with Laws. In connection with Licensee’s performance of its obligations hereunder and otherwise in connection with its access to and use of Services and Content, Licensee is responsible for complying with all applicable laws, rules, and regulations; the rights of third parties; and all Licensor policies described herein. Licensee shall not use Services or Content in a manner that violates any such laws, rules, or regulations; the rights of third parties; or the Licensor policies, or in a manner that is deceptive, unethical, false, or misleading.
Competitive Services. Licensee acknowledges that Licensor may be developing and/or may in the future develop products or services that may compete with Licensee.
Publicity. Licensee agrees that Licensor may use Licensee’s company name or logo in presentations, marketing materials, Licensee lists, financial reports, website listings of Licensees, research and marketing case studies, and other marketing-related activities. Licensee may not issue any public announcement regarding Licensee’s use of Services that suggests partnership with Licensor without Licensor’s prior review and written approval, at Licensor’s sole discretion.
Modifications. Except as otherwise set forth in the introduction to these Terms, this Agreement may not amended, modified, qualified or otherwise changed or altered except in a writing executed by authorized representatives of each party hereto.
Notice to Licensor. Notices to Licensor shall be sent to the Licensor corporate headquarters at the address below, and are deemed given upon the 1st business day following receipt
FinancialContent Services, Inc.
Attn: Legal Department
195 Glenn Way
Suite 250
San Carlos, CA 94070
Notice to Licensee. Notices sent to Licensee will be sent to the email address provided during registration to use the Services.
Release. Licensee hereby releases and covenants not to sue Licensor, its affiliates or any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns, or successors for any damages, liabilities, causes of action, judgments, or claims (i) pertaining to any Intellectual Property Licensee develops that is based on, uses, or relates to Services or Content; or (ii) that otherwise may arise in connection with Licensee’s use of, reliance on, or reference to Services or Content.
Survival. The terms that, either expressly survive the termination of the Agreement or by their nature will not be fully performed during the Term, shall survive the termination or expiration of the Agreement.
Miscellaneous. The Agreement shall be governed in all respects by California law, without regard to conflict of law principles. All claims arising out of or relating to this Agreement shall be litigated exclusively in the federal or state courts of San Mateo County, California, USA, and Licensee and Licensor consent to personal jurisdiction in those courts. The Agreement, and any documents referenced herein, constitute the entire Agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or communications between the parties, whether written or oral. A waiver of any default by either party is not a waiver of any subsequent or different default by either party. If any provision of the Agreement or the application thereof to a party shall be declared void, illegal or unenforceable, the remainder of the Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event, the parties shall use their best efforts to replace the invalid or unenforceable provision. Licensee shall not assign or otherwise transfer any of Licensee’s rights or delegate Licensee’s obligations hereunder, and any such attempt is null and void. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Agreement.