Terms of Service

FinancialContent Services, Inc. (“CloudQuote”), a Delaware corporation, provides you (“Licensee”) with one or more unique keys (the “Keys”) to permit you to access CloudQuote’s On-Demand services (“Services”) offered by CloudQuote through its application programming interface (“CloudQuote API”) by Licensee in connection with the Purpose, subject to your compliance with these CloudQuote On-Demand Terms of Service (the “Terms” or the “Agreement”).

BY CLICKING ON THE “SIGN UP” BUTTON ON THE ORDER PAGE, LICENSEE AGREES TO ACCEPT AND BE BOUND BY THESE TERMS.

Licensee acknowledges that it has read these Terms carefully before accessing or using Services. Unless otherwise agreed to in another agreement between Licensee and CloudQuote, these Terms contain the complete expression of the rights and limitations associated with Licensee’s use of Services.

These Terms may be updated by CloudQuote at any time, and CloudQuote will undertake reasonable efforts to notify Licensee of such changes. However, Licensee understands and agrees that it is solely responsible for reviewing these Terms from time to time, the most current version of which will be available at http://www.cloudquote.net/terms. Any continued use of Services by Licensee after Licensee has been notified of any changes thereto, or after the amended Terms have been posted online, shall constitute Licensee’s consent and agreement to be bound by such amended Terms. SHOULD LICENSEE OBJECT TO ANY PROVISION OR CONDITION OF THESE TERMS, OR ANY SUBSEQUENT MODIFICATIONS THERETO, OR BECOME DISSATISFIED WITH SERVICES IN ANY WAY, LICENSEE SHOULD IMMEDIATELY DISCONTINUE USE OF SERVICES.

CloudQuote may monitor Licensee’s use of Services for any reason, including but not limited to: (i) quality assurance; (ii) the improvement of CloudQuote products and services; and (iii) verification of Licensee’s compliance with these Terms. Licensee shall not interfere with such monitoring or otherwise obscure from CloudQuote any aspect of Licensee’s use of Services.

1. Services

1.1 Services. Subject to Licensee’s continued compliance with these Terms, CloudQuote grants to Licensee a non-exclusive, non-transferable, non-sublicensable right and subscription to access Services solely to display or otherwise use CloudQuote’s financial, market and company data (“Licensed Data”) via the CloudQuote API for a website or software application (“API Client”)(collectively the “Purpose”).

1.2 Order Page; Subscription Plan. In order to obtain a Key to access Services, Licensee will be required to submit certain information to CloudQuote through an order page (“Order Page”) for the applicable subscription plan (“Plan”) and will, thereafter, manage their account on the CloudQuote website. Licensee represents that all information submitted to CloudQuote on the Order Page is true and accurate. Licensee will identify specific domains in its account which will be authorized to access Services (“Authorized Domains”). Licensee is solely responsible for the security of its account.

1.3 Scope of Subscription Rights.The rights granted by CloudQuote to Licensee for Services are personal to Licensee to use and access Services strictly for the Purpose. Except as otherwise provided herein, no Key may be shared by more than one individual or assigned to new users without the consent of CloudQuote, which may be withheld by CloudQuote in its sole and absolute discretion.

1.4 Third Party Services. Licensee acknowledges that Services may include access to third party data, software, and/or services (“Third Party Services”), including but not limited to financial market data provided by FinancialContent.com. By accessing Services, Licensee is agreeing to be bound by each of these third parties’ terms with respect to their respective Third Party Services. FinancialContent.com’s Terms of Use are available at http://www.financialcontent.com/terms.php.

1.5 Usage Limits. The Order Page will set forth any applicable usage limits and quotas (“Usage Limits”), including but not limited to the number of daily requests that each Authorized Domain may receive. CloudQuote may adjust the Usage Limits at its discretion and will exercise commercially reasonable efforts to notify Licensee of any such adjustments. All Usage Limits shall be measured using Eastern Standard Time and will account for daylight savings time. Any attempt by Licensee to circumvent or exceed the Usage Limits for Licensee’s Plan shall constitute a breach of this Agreement, pursuant to which CloudQuote may disable access to the Services and terminate Licensee’s account.

1.6 Upgrades. Licensee understands and acknowledges that CloudQuote has the right to modify and update (or refrain from modifying and updating) Services at any time, provided however, that CloudQuote will notify Licensee of any material changes in the existing functionality or capabilities of Services. CloudQuote shall be under no obligation to provide any updates, improvements or enhancements. All right, title and interest in and to any upgrades, enhancements, and special programming shall vest in and belong to CloudQuote. Licensee specifically acknowledges that some additional services or upgrades may be developed for Services, for which CloudQuote may require the payment of additional fees or other terms and conditions in order for Licensee to be entitled to use such additional services or upgrades. Such services or upgrades shall not be deemed to be Services hereunder absent payment of such fees or compliance with such conditions.

2. Fees and Payment Terms

2.1 Free Accounts. Certain Plans, including but not limited to the On-Demand Free plan, are available to Licensee at no charge. For these Plans, the payment and fee terms below are not applicable.

2.2 Paid Accounts. Certain Plans, including but not limited to the On-Demand Plus plan and the On-Demand Pro plan, will only be available to Licensee in exchange for Licensee’s payment of a non-refundable, monthly usage fee (the “Usage Fee”), which Usage Fee will cover Licensee’s subscription for the following month. Licensee will initially be charged the Usage Fee at the time it registers for its account. Upon registration, Licensee will be required to submit valid credit card information that will automatically be charged for the Usage Fee at the time of such submission and on a monthly basis thereafter. Usage Fees shall be processed on a reoccurring basis by CloudQuote and automatically charged to Licensee’s credit card. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. CloudQuote may deny access to Services if the Usage Fee is not timely paid. Any amount not paid when due will bear interest until paid at a rate equal to the lesser of one and one half percent (1.5%) per month or the maximum rate allowed by applicable law.

2.3 Pricing. The Usage Fee applicable to Licensee’s Plan will be in the amount and on the terms listed on CloudQuote’s then-current pricing schedule, which is available at http://www.cloudquote.net. CloudQuote’s pricing schedule is subject to change from time-to-time at CloudQuote’s discretion.

2.4 Taxes. The Usage Fee is exclusive of all taxes, levies, or duties imposed by taxing authorities, including value-added, sales, use, or withholding taxes assessable by any local, state or federal jurisdiction that may be levied upon the Services or Licensee’s use thereof, and Licensee shall be responsible for payment of all such taxes, levies, and duties (excluding only taxes imposed on or measured by CloudQuote’s income) and will hold CloudQuote harmless for the payment of any and all such taxes.

2.5 Credit Card Processing. Licensee uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to store, retain or use Licensee’s billing information except to process Licensee’s credit card information for CloudQuote. CloudQuote’s handling of Licensee’s personal information shall be in accordance with Licensee’s Privacy Policy, which can be found at http://www.cloudquote.net/privacy.

3. Services via CloudQuote API

3.1 CloudQuote API Restrictions. To the extent Licensee accesses Services via the CloudQuote API, Licensee shall not: (i) cache, store, retain, or in any way compile any copies or portion of any Licensed Data by any means; (ii) replicate, in whole or in part, the “look and feel” of Services with Licensee’s API Client. Licensee’s API Client may not be composed of a combination of visual, design, or functional elements that could reasonably be expected to cause confusion between CloudQuote and Licensee’s API interface among users thereof; or (iii) disparage or otherwise negatively represent CloudQuote through Licensee’s API Client.

3.2 Attribution Requirements. Licensee shall provide proper attribution to CloudQuote on each page of its Client API where Licensed Data is displayed or otherwise accessible, as specified in the CloudQuote Attribution Guidelines, available at http://www.cloudquote.net/attribution, which may be modified by CloudQuote at any time. All hyperlinks associated with Licensed Data shall navigate directly to CloudQuote’s website.

3.3 Licensee Terms of Service. Use of Licensee’s API Client must be subject to, and API Client shall make available to all users, terms of service (“Licensee Terms of Service”) wherein Licensee discloses the use of Licensed Data and provides a link to these Terms, at http://www.cloudquote.net/terms. Additionally, Licensee Terms of Service must include the following text: “Certain information contained in the product: (1) is proprietary to CloudQuote, LLC and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither CloudQuote nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.”

3.4 CloudQuote Marks. CloudQuote grants Licensee a non-exclusive license to use the CloudQuote Marks solely in connection with their display on or through the API Client and in Licensee Terms of Service as delivered by CloudQuote in order that Licensee may comply with Sections 3.2 and 3.3 above. CloudQuote retains the right to pre-approve all uses of the CloudQuote Marks by Licensee. CloudQuote may terminate Licensee’s license to use the CloudQuote Marks at any time for any or no reason. Licensee shall not at any time challenge or assist others to challenge CloudQuote Marks or their registration (except to the extent Licensee cannot give up that right by law) or to register any trademarks, marks, domains, or trade names confusingly similar, in CloudQuote’s discretion, to those of CloudQuote. This prohibition survives any termination or expiration of this Agreement. For purposes of these Terms, “CloudQuote Marks” means the trade names, trademarks, service marks, logos, domain names, and other distinctive marks of CloudQuote.

4. 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 Licensed Data, and notify CloudQuote promptly of any such unauthorized access or use; and (iii) use the Services and Licensed Data strictly in accordance with these Terms and with all applicable laws and regulations.

5. 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 Services or Licensed Data, in whole or in part, on a temporary or permanent basis, to any third party, except as expressly permitted by these Terms or with CloudQuote’s express written consent; (ii) use the Services, the Licensed Data, or any portion thereof to create any tool, application or software product, except as expressly permitted by these Terms; (iii) use Services or Licensed Data 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 Licensed Data; (v) access Services by any means other than through the Spreadsheet Add-in or the CloudQuote API, as applicable; (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 Licensed Data, Services, any CloudQuote 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, or create or distribute any API Client that adversely affects the functionality or performance of Services or other services provided by CloudQuote; (viii) compromise the integrity of any Licensed Data made available through Services; (ix) circumvent or render ineffective any IP address-based functionality or restriction; (x) use Services in any way that infringes the copyrights or other Intellectual Property Rights of CloudQuote or any third party; (xi) use any means, including but not limited to script or programming, to scrape or mine the Licensed Data or other content associated with Services or any CloudQuote website; (xii) permit any individual or entity, other than Licensee to use Licensee’s Keys; (xiii) use any Key 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 CloudQuote, is determined to be obscene or otherwise inappropriate; (xvi) access Services for the purpose of powering a website for a third party or to resell any Licensed Data, except with CloudQuote’s prior written consent; or (xvii) access Services in order to take Licensed Data and aggregate it with data from multiple sources, or for any other competitive purposes.

6. Ownership.

6.1 Licensee acknowledges that CloudQuote and its licensors and service providers are the owners of all right, title and interest in and to all Intellectual Property (as defined below) and all Intellectual Property Rights (as defined below) in Services, CloudQuote’s website, Licensed Data, 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 CloudQuote. Licensee acknowledges that Services, Licensed Data, and any other products or services offered by CloudQuote 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 Licensed Data, and will be entitled to only such rights as are granted to Licensee pursuant to any and all agreements between CloudQuote and Licensee. Services and Licensed Data may be used only in accordance with the terms and conditions of this Agreement. CloudQuote and Licensee acknowledge that, in the event of any third party claim that the Services or Licensed Data infringes such third party’s intellectual property rights, CloudQuote will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, subject to this Agreement. Licensee is the owner of all right, title and interest in and to all Intellectual Property and all Intellectual Property Rights in Licensee’s API Client, excluding Licensed Data and Intellectual Property and Intellectual Property Rights therein.

6.2 “Intellectual Property” shall mean all algorithms, application programming interfaces (“APIs”), concepts, confidential information, customer 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.

6.3 “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.

7. Term and Termination.

7.1 Term. This Agreement shall be effective as of the date Licensee accepts this Agreement by clicking the “SIGN UP” button on the Order Page and shall continue in effect until either party terminates the Agreement.

7.3 Termination by CloudQuote. CloudQuote 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.

7.4 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 Licensed Data, except as otherwise provided herein; and (iii) all amounts owing from Licensee to CloudQuote shall become immediately due and payable without further notice or demand, which is expressly waived by Licensee.

7.5 Audit Right. For a period of one (1) year following the termination of this Agreement, upon reasonable advance notice to Licensee and during normal business hours, Licensee will allow CloudQuote, its affiliates, 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 sole purpose of confirming Licensee’s compliance with Sections 3.2 and 7.4 of these Terms. CloudQuote shall not exercise the foregoing right more than once, and any such audit will be carried out in compliance with Licensee’s reasonable security and confidentiality requirements.

7.6 Suspension of Services. In addition to CloudQuote’s rights to terminate these Terms, access to Services may be suspended or interrupted by unanticipated events or as necessary for CloudQuote to perform maintenance on Services. CloudQuote 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.

8. Mutual Representations and Warranties.

8.1 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.

9. No Warranty.

9.1 LICENSEE AGREES TO USE SERVICES AND LICENSED DATA AT ITS SOLE RISK, AND CLOUDQUOTE SHALL HAVE NO LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ITS USE OF, ACCESS TO OR RELIANCE ON SERVICES OR LICENSED DATA. LICENSED DATA IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. CLOUDQUOTE IS NOT PROVIDING ANY CERTIFIED FINANCIAL OR INVESTMENT ADVICE VIA CLOUDQUOTE’S WEBSITE, SERVICES OR LICENSED DATA, AND ANY RELIANCE ON CLOUDQUOTE’S WEBSITE, SERVICES OR LICENSED DATA 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 CLOUDQUOTE. 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 CLOUDQUOTE’S WEBSITE TEMPORARILY OR PERMANENTLY UNAVAILABLE. THE SERVICES, THIRD PARTY SERVICES, LICENSED DATA, CLOUDQUOTE’S WEBSITE SITE AND ANY RELATED PRODUCTS AND SERVICES ARE SUPPLIED TO LICENSEE “AS IS.” NEITHER CLOUDQUOTE NOR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF CLOUDQUOTE GIVES ANY WARRANTIES, EXPRESS OR IMPLIED, RELATED THERETO, EXCEPT AS EXPRESSLY PROVIDED HEREIN. CLOUDQUOTE DISCLAIMS, AND LICENSEE EXPRESSLY WAIVES, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, NEITHER CLOUDQUOTE NOR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF CLOUDQUOTE MAKES ANY WARRANTIES THAT (I) SERVICES WILL MEET LICENSEE’S REQUIREMENTS; (II) SERVICES OR CLOUDQUOTE’S WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES, CLOUDQUOTE’S WEBSITE OR LICENSED DATA WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, LICENSED DATA, OR OTHER MATERIAL RECEIVED OR OBTAINED BY LICENSEE THROUGH SERVICES OR CLOUDQUOTE’S WEBSITE WILL MEET LICENSEE’S EXPECTATIONS; OR (V) ANY ERRORS IN THE SOFTWARE USED TO OPERATE SERVICES AND CLOUDQUOTE’S WEBSITE WILL BE CORRECTED. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICES OR CLOUDQUOTE’S WEBSITE, INCLUDING LICENSED DATA, 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, CLOUDQUOTE’S WEBSITE AND LICENSED DATA 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, CLOUDQUOTE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

10. Limitation of Liability.

10.1 IN NO EVENT SHALL CLOUDQUOTE OR ANY THIRD PARTY INFORMATION OR SERVICE PROVIDER OF CLOUDQUOTE 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 CLOUDQUOTE HAS BEEN ADVISED, KNOWS, OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLOUDQUOTE’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 CLOUDQUOTE 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.

11. Indemnity.

11.1 Licensee agrees to indemnify, defend and hold CloudQuote and its affiliates, distributors, resellers, licensors, customers, 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, CloudQuote’s website, or Licensed Data by Licensee or any other third party whose access to or reliance on Services, CloudQuote’s website, or Licensed Data 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.

12. Confidentiality.

12.1 Licensee shall not disclose Licensee’s Key(s) to any third party except Licensee’s legal representative(s) using such information solely on Licensee’s behalf in accordance with this Agreement and under a written duty of confidentiality. Licensee shall not disclose CloudQuote Confidential Information to any third party without CloudQuote’s prior written consent. “CloudQuote Confidential Information” means: Licensed Data, all non-public CloudQuote software, technology, programming, and specifications relating to Services, the CloudQuote API and any other information designated by CloudQuote to be confidential or otherwise nonpublic. If CloudQuote becomes aware of any breach or possible breach of Licensee’s duty of confidentiality, Licensee must notify CloudQuote immediately and cooperate in all remedial actions requested by CloudQuote. However, “CloudQuote 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 CloudQuote; (iii) is published or otherwise made known to the public by the CloudQuote; or (iv) was generated independently by Licensee before disclosure by CloudQuote. Licensee will refrain from using CloudQuote 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 CloudQuote Confidential Information to those who have an absolute need to know such CloudQuote 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 12.1, and Licensee will remain responsible for any unauthorized use or disclosure of CloudQuote Confidential Information by any of them.

13. General.

13.1 Licensee Systems. Licensee will be responsible for providing any hardware, devices or applications necessary to access Services and any of CloudQuote’s websites.

13.2 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 Licensed Data, Licensee is responsible for complying with all applicable laws, rules, and regulations; the rights of third parties; and all CloudQuote policies described herein. Licensee shall not use Services or Licensed Data in a manner that violates any such laws, rules, or regulations; the rights of third parties; or the CloudQuote policies, or in a manner that is deceptive, unethical, false, or misleading.

13.3 Competitive Services. Licensee acknowledges that CloudQuote may be developing and/or may in the future develop products or services that may compete with Licensee, API Clients, or any other products or services of Licensee.

13.4 Publicity. Licensee agrees that CloudQuote may use Licensee’s company name or logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, 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 CloudQuote without CloudQuote’s prior review and written approval, at CloudQuote’s sole discretion.

13.5 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.

13.6 Notices. Any notices to CloudQuote shall be sent to the CloudQuote corporate headquarters via first class or air mail or overnight courier, and are deemed given upon receipt. FinancialContent Services, Inc. (cloudquote.net) Attn: Legal Department 195 Glenn Way Suite 250 San Carlos, CA 94070 Notices sent to Licensee will be sent to the email address provided during registration to use the Services.

13.7 Release. Licensee hereby releases and covenants not to sue CloudQuote, 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 Licensed Data; or (ii) that otherwise may arise in connection with Licensee’s use of, reliance on, or reference to Services or Licensed Data.

13.8 Survival. The terms that, either expressly survive the termination of the Agreement or by their nature will not be fully performed during the Term, including but not limited to Sections 3.2, 3.3, 6, 7.4, 9, 10, 11, 12, 13.6, 13.7, 13.9 and this Section 13.8, shall survive the termination or expiration of the Agreement.

13.9 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 CloudQuote 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. LICENSEE ACKNOWLEDGES THAT IT HAS READ THESE TERMS OR SERVICE, UNDERSTANDS THEM AND WILL BE BOUND BY THE PROVISIONS CONTAINED HEREIN. LICENSEE FURTHER ACKNOWLEDGES THAT THESE TERMS OF SERVICE MAY NOT BE AMENDED BY LICENSEE WITHOUT THE EXPRESS WRITTEN CONSENT OF CLOUDQUOTE. IF LICENSEE DOES NOT AGREE WITH THESE TERMS OF SERVICE, LICENSEE SHALL NOT CLICK THE “SIGN UP” BUTTON.

Last Updated: Feb 18, 2017