Subject to the terms of this Agreement, we grant you a non-exclusive, non-transferable, revocable right, without the right of sublicense, to access and use the APIs as well as integrate and redistribute our stock market widgets, including but not limited to charts, tickers and other visual elements provided by Stockdio (collectively the “service”, “Service”). We do not acquire ownership in your app, and by using the APIs, you do not acquire ownership of any rights in our APIs, Widgets or the Market Data. At any point in the future, we reserve the right to do any of the following: (i) charge fees for access to any of the APIs or distribution of any of our widgets if you are using Stockdio without paying any fees, (ii) offer or cease to offer support for the APIs or Widgets, (iii) modify the APIs or Widgets and require you to use those subsequent versions, (iv) require you to use the API in a different manner, (v) deprecate any API in our sole discretion, or (vi) independently develop products or services that may compete with your Apps or other products and services.
1. Use of Service.
(a) Rights to use. You may use the service solely with any software application owned or licensed by you. You may not use, adapt, modify, redistribute, sublicense, sell or otherwise make available any portion of the service for use by software applications not owned or licensed by you.
(b) Acceptable use. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the service, except to the extent applicable law permits it, despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any mechanism that meters your use of the service. You may not rent, lease, lend, resell, transfer, or host the service, or any portion thereof, to or for third parties except as expressly permitted in this Agreement. You will not attempt to probe, scan, or test the vulnerability of the service or our networks or to breach any of our security or authentication measures.
(c) Customer Data. Stockdio does not and will not assume any obligations with respect to Customer Data or to your use of the Service other than as expressly set forth in this Agreement or as required by applicable law.
(d) Responsibility for your service account. You are responsible for maintaining the confidentiality of any non-public authentication credentials and tokens associated with your use of the service. You must promptly notify us about any possible misuse of your accounts or authentication credentials or any security incident related to the service.
2. General Restrictions.
You agree to follow the restrictions set out below and will not encourage or facilitate others to violate these restrictions.
(a) Do not use Stockdio in any manner that is not expressly authorized in this Agreement.
(b) Do not misuse Stockdio, including by (i) modifying, editing, altering, creating derivative works, disassembling, decompiling, reverse-engineering, or extracting source code from the Service (including any client libraries), or Market Data; (ii) interfering, or attempting to interfere, with the proper functioning or performance of Stockdio.
(c) You will not attempt to circumvent our API rate limitations documented in your account settings. If you do, we may restrict or terminate your access to the APIs and widgets without prior notice to you.
(d) Do not use Stockdio for any illegal or unauthorized purpose, including (i) failing to comply with applicable laws and regulations, including, without limitation, laws regarding personal data, privacy, copyright, and export controls; or (ii) misusing Stockdio or Market Data Owners Intellectual Property (such as using Stockdio or Market Data Owners brands as part of the name of your company or service).
(e) Do not use Stockdio in any manner to compete with Stockdio or to build products or services that compete with, or that replicates or attempts to replace an essential user experience of Stockdio without our prior written permission.
(f) Do not improperly access, alter or store Stockdio Data, including (i) using any robot, spider, site search/retrieval application, or other tool to retrieve, duplicate, or index any portion of Stockdio or Stockdio Data or; (ii) making excessive service calls that are not strictly required for the proper functioning of your service or application; (iii) storing Stockdio Data to create databases or any other compilation other than as strictly necessary to offer and operate your service or application(s).
(g) Do not use any viruses, worms, Trojan horses, or any other harmful code that could affect Stockdio or its performance.
(h) Do not use Stockdio in any way to promote or distribute an application, product, service, website, or other offering: (i) that is associated with, promotes, features, encourages, facilitates, or condones (a) illegal activity or the illegal or unauthorized use or sharing of audio and/or audiovisual content; (b) violence; (c) political positions or political candidates and/or religious causes; (d) the sale or advertisement of tobacco products, ammunition, firearms, and/or pornography; or (ii) content that (a) is illegal, obscene, sexually explicit, deceptive or fraudulent; (b) could be considered offensive, defamatory, malicious, or discriminatory in any way, including but not limited to on the basis of race, disability, sex, sexual orientation, or religion; (c) infringes any intellectual property or other right of Stockdio or any third party, including, without limitation, any right of privacy, publicity, copyright, trademark, patent, or contractual right.
(i) Unless you receive Stockdio’s written approval, you shall not use Stockdio to incorporate Market Data into any game functionality (including trivia quizzes).
3. Availability, Pricing and Purchasing Services.
(a) Availability. The available services (the “services”) can be categorized as one or a combination of the following:
(i) Per Calls services. You commit to purchase a specific number of service calls to be used during a Term; and to prepay the fees upfront or on a periodic basis, prior to use. Service calls not used during the Term do not rollover, they expire at the end of the Term.
(ii) Pay-As-You-Go services. You pay based on your actual usage in the preceding Term with no upfront commitment. Payment is on a monthly basis in arrears and;
(iii) Trial services. You receive a limited quantity of service calls for a specific Term without charge or as part of another Stockdio offering.
(b) Pricing and Payment. Payments are due and must be made according to the pricing details for your subscription displayed in our web site or the services portal. (i) For Per Calls services, the price level will be based on the quantity of service calls you ordered. Some services may permit you to modify the quantity of calls ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. (ii) For Pay-as-You-Go services, pricing is subject to change at any time upon notice.
(c) Taxes. Prices are exclusive of any taxes. You must pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any order placed under this Agreement and which we are permitted to collect from you under applicable laws. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay.
(d) When you place an order, you may be given the opportunity to identify a "Reseller of Record" associated with your service. By identifying a Reseller, directly or by authorizing a third party to do so, you consent to us paying reseller fees to the Reseller of Record. The Reseller fees are based on, and increase with, the size of your order. Our prices for services are the same whether or not you identify a Reseller of Record.
4. Term, Termination, and Suspension.
(a) Term and termination. This Agreement remains in full force and effect during your continued use of the service. You may terminate the service at any time during a specific Term; however, no refunds will be provided for partially unused month(s) and the service will be discontinued immediately after your termination request is received.
(b) Suspension. We may suspend your use of the service if: (i) it is reasonably needed to prevent unauthorized access to the service; (ii) you fail to respond to a claim of alleged infringement within a reasonable time; (iii) you fail to pay any fees due under this Agreement; (iv) If we determine that your use of the APIs or API Key is against the interests of us or our customers, we reserve the right to deactivate any API Key you have obtained from us, block your IP address, or otherwise block your use of the APIs; or if (iv) you violate other terms of this Agreement. If one or more of these conditions occurs, then: (i) For Trial services, we may suspend your use of the service and your account immediately without notice, (ii)For all other services, a suspension will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 7 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 30 days after we suspend, we may terminate your account and delete your customer data without any retention period. We may also terminate your account if your use of the services is suspended more than twice in any 12-month period.
5. Financial Content and Third Party Data.
The Market Data that Stockdio displays is the exclusive property of each respective Data Owner. Market Data may be subject to restrictions of use and require additional license agreements with its respective Data Owner. Subject to the limited rights expressly granted hereunder, you acknowledge that Market Data is owned exclusively by the Data Owners. You may not display or make Market Data available in any Data Exchange Format to users, including but not limited to, vendors, contractors, partners and the general public (e.g., public websites, partner and vendor extranets, EDI applications, etc.) unless you have first secure the proper licenses and distribution rights from each respective Data Owner. You may not cache or store Market Data for use within your services and software applications unless such use is in compliance with restrictions imposed by each respective Data Owners and previously authorized by Stockdio in writing.
6. Service Limitations and Modifications.
Stockdio will make reasonable efforts to keep the service operational. However, certain technical difficulties, maintenance, testing, or updates required to reflect changes, may, from time to time, result in temporary interruptions. Stockdio reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions, data and features of the service, with advance notice whenever possible, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the service or any function or feature thereof. Notwithstanding the foregoing, if you have prepaid any fees to Stockdio for Paid Subscriptions that Stockdio permanently discontinues prior to the end of your Subscription Period, Stockdio will refund you the prepaid fees for the Subscription Period after such discontinuation. You understand, agree, and accept that Stockdio will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the service, or to provide all or any specific content through the service. Stockdio and/or the Data Owners, from time to time, may remove any such Content without notice. This clause will be enforced to the extent permissible by applicable law.
YOU SHALL USE THE STOCKDIO API AND DATA FOR INFORMATION PURPOSES ONLY AND NOT IN CONNECTION WITH ANY TRADE OR TRADING PLATFORM. STOCKDIO DOES NOT GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF ANY OF MARKET DATA SUPPLIED TO YOU HEREUNDER. Nothing herein shall be deemed to prevent or restrict Stockdio, from discontinuing to furnish Data for dissemination or from making such changes in the speed of transmission or the manner of disseminating the same, as Stockdio shall from time to time determine to be appropriate, with or without notice to you. You shall not hold Stockdio, liable for any resulting liability, loss or damage that may arise therefrom. By using any of Stockdio APIs or widgets, you understand and acknowledge that neither Stockdio nor any Data Owner guarantees or makes any warranty of any kind, express or implied, regarding the timeliness, sequence, accuracy, or completeness of the Market Data you receive and/or display. You further acknowledge that Stockdio is not liable for any losses arising out of or relating to: (i) any inaccuracy, defect, or omission of Market Data; (ii) any error or delay in the transmission of Market Data; or (iii) any interruption in Market Data due to any cause beyond the control of Stockdio. Unless otherwise noted, news, commentary, Market Data are from third-party sources unaffiliated with Stockdio and are provided for informational purposes only. Stockdio does not endorse or adopt third-party content. Neither the Data Owners nor Stockdio guarantee the adequacy, accuracy, timeliness, or completeness of the Data, nor will they be liable to any user or anyone else for any interruption, inaccuracy, error, or omission, regardless of cause, or for any damages (whether direct or indirect, consequential, punitive, or exemplary) resulting therefrom.
8. Limitation of Liability.
STOCKDIO SHALL NOT BE LIABLE IN ANY WAY, TO YOU OR TO ANY OTHER PERSON, FOR ANY LOSS, DAMAGES, COST OR EXPENSE WHICH MAY ARISE FROM ANY FAILURE OF PERFORMANCE BY STOCKDIO, OR FROM ANY DELAYS, INACCURACIES, ERRORS IN OR OMISSIONS OF, ANY OF THE MARKET DATA OR IN THE TRANSMISSION OR DELIVERY THEREOF, WHETHER OR NOT DUE TO ANY NEGLIGENT ACT OR OMISSION ON THE PART OF STOCKDIO. IN NO EVENT SHALL STOCKDIO BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, OR DAMAGES RESULTING FROM INCONVENIENCE OR LOSS OF USE OF THE SERVICE. No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR STOCKDIO’SBREACH OF WARRANTY. STOCKDIO AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, STOCKDIO AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STOCKDIO AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SERVICE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL STOCKDIO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF STOCKDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, STOCKDIO’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR 1 MONTH (30 DAYS) OF THE SERVICE. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, STOCKDIO’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Service Agreement between Stockdio and you.
EXCEPT FOR CLAIMS RELATED TO MARKET DATA USAGE AND REDISTRIBUTION RESTRICTIONS FROM DATA OWNERS, Stockdio will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that services infringes a copyright or violates an intellectual or proprietary right protected by United States (“Claim”), but only to the extent the Claim arises directly out of the use of its widgets and subject to the limitations set forth in “Financial Content and Third Party Market Data” of this Agreement except as otherwise expressly provided. You must notify Stockdio in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Stockdio at no cost with such assistance and cooperation as Stockdio may reasonably request from time to time in connection with the defense of the Claim. Stockdio shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Stockdio deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Stockdio shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the price paid for the service. If the Service or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Stockdio’s legal counsel the Service is likely to become the subject of a Claim, Stockdio shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Service. If in the opinion of Stockdio’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, SFX, at its own election, may terminate this Software License Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Stockdio. THE FOREGOING CONSTITUTES STOCKDIO’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elements.
9. Additional Disclaimers.
The information and data provided by Stockdio contains material which is obtained from sources which Stockdio believes to be reliable. However, Stockdio has not independently verified or otherwise investigated all such information. The accuracy, completeness, adequacy or currency of this content is not warranted or guaranteed by Stockdio. You understand and acknowledge that Data Stockdio displays or provides via its API does not constitute investment advice and that any reference to a particular investment, security, futures contracts, or futures option is not a recommendation to buy, sell, or hold any investment or security or to make any other investment decision. The views expressed in Stockdio articles are solely those of its authors and not necessarily of Stockdio or of the firms at which the authors work. No reader should make any investment decision without first consulting his or her own financial advisor and conducting his or her own research and due diligence. To the maximum extent permitted by law, Stockdio disclaims any and all liability in the event any information, commentary, analysis, opinions, advice and/or recommendations in Stockdio prove to be inaccurate, incomplete or unreliable, or result in any investment or other losses. Content or Data contained on or made available through Stockdio website, widgets or API is not intended to and does not constitute legal advice or investment advice and no attorney-client relationship is formed. By using or integrating Stockdio, you agree that the information provided does not constitute legal or other professional advice and no attorney-client or other relationship is created.
10. Customer Support.
For customer support, please submit an email to our Customer Service department (firstname.lastname@example.org). We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.
You must send notices by email to email@example.com. You agree to receive electronic notices from us, which will be sent by email to the account administrator you specify in the portal. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the account administrator email address that you specify in the portal is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf.
This Agreement is governed by the laws of the State of Florida, the U.S. Copyright Act and other applicable U.S. Federal Laws. All disputes or legal proceedings relating to the use of the Service or this Agreement shall be brought and heard exclusively in the state or federal courts located in Dade County, Florida, and by using the Service, you hereby irrevocably consent and submit to personal jurisdiction in such courts for all such disputes or legal proceedings.
This Agreement, and the rights and obligations hereunder, may not be assigned, in whole or in part by either party, except to an Affiliate or successor in interest (including a successor as a result of a merger, acquisition, or sale of all or substantially all of Licensee’s assets), without the prior written consent of the other party, where such consent shall not be unreasonably withheld. Licensee may assign to an Affiliate only so long as the Affiliate agrees to comply with the terms of this Agreement and the restrictions on the licenses provided for herein are complied with. In the case of any permitted assignments or transfer this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties hereto.
If a court of competent jurisdiction holds any provision hereof invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the License.
The waiver by either party of a breach or a default of any provision of this Agreement shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right operate as a waiver of any right by such party.
16. No agency.
Nothing contained in this Agreement shall be deemed to imply or constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
17. Export Control.
Stockdio Service and data may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions. You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Stockdio under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
18. Force majeure.
Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
19. No Class or Representative Proceedings: Class Action Waiver.
YOU AND STOCKDIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Stockdio agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Last updated March 17, 2020