IEX Cloud Services Agreement

General Terms

This IEX Cloud Services Agreement (the "Agreement") is a legal agreement made and entered into by and between IEX Cloud Services LLC, a Delaware limited liability company, with its principal offices at 3 World Trade Center, 58th Floor, New York, NY 10007 ("IEX Cloud") and the entity or person agreeing to these terms ("Customer").

This Agreement is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept.

This Agreement governs Customer’s access to and use of the Services.

1. Provision of the Services

1.1. Services Use. Subject to this Agreement, during the Term, Customer may: (a) use the Services as described herein and in the Acceptable Use Policy, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any product provided by IEX Cloud as part of the Services. Customer may not transfer these rights except as permitted under the Assignment section of the Agreement.

1.2. Admin Console. IEX Cloud will provide the Services to Customer. As part of receiving the Services, Customer will have access to the Admin Console, through which Customer may administer the Services.

1.3. Facilities. All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards.

1.4. Accounts. Customer must have an Account and a Token (if applicable) to use the Services, and is responsible for the information it provides to create the Account, including its password; the security of the Token; and any use of its Account and the Token. If Customer becomes aware of any unauthorized use of its password, Account or Token, Customer will notify IEX Cloud as promptly as possible. IEX Cloud has no obligation to provide Customer with multiple Tokens or Accounts. IEX Cloud has no obligation to issue credits or refunds to Customer for unauthorized use of Customer’s Account or Token.

1.5. Subscription Tiers. Customer will select a Subscription Tier to enroll in at the time of sign up. Each Subscription Tier has access to certain free Services, as well as a monthly message allocation for Core Data. Customers subscribed to paid Subscription Tiers may access: Core Data beyond their monthly message allocation on a pay-as-you-go basis; Premium Data, which is only available on a pay-as-you-go-basis; and add-on products. Customers subscribed to the free ("Start") Subscription Tier are subject to certain restrictions as set forth in section 3.3(d) below and in the Documentation, and do not have access to pay-as-you-go usage of Core Data, Premium Data, or add-on products.

1.6. New Applications and Services. IEX Cloud may: (i) make new applications, tools, features, or functionality available from time to time through the Services; and (ii) add new services to the "Services" definition from time to time (by adding them at https://iexcloud.io/products/).

1.7. Modifications.

• To the Services. IEX Cloud may make commercially reasonable updates to the Services from time to time. If IEX Cloud makes a material change to the Services, IEX Cloud will inform Customer.
• To the Agreement. IEX Cloud may make changes to this Agreement (including linked documents) from time to time. Unless otherwise noted by IEX Cloud, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality, in which case they will be effective immediately. IEX Cloud will provide at least 15 days’ notice for pricing changes when possible. IEX Cloud will provide at least 90 days’ notice for materially adverse changes to any SLAs by either: (i) sending an email to Customer’s primary point of contact; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer must stop using the Services. Usage of the Services will constitute acceptance of the revised Agreement. IEX Cloud will post any modification to this Agreement at https://iexcloud.io/terms/.

2. Payment Terms

2.1. Free Services. Certain Services, including certain Investors Exchange data, are provided to Customer without charge as set forth in the Documentation at https://iexcloud.io/docs/api/.

2.2. Fees and Invoicing. Customers may subscribe to monthly or annual subscriptions as set forth on the Pricing page. Customers will be responsible for paying all:

• Subscription Tier fees;
• Pay-as-you-go-fees for any usage of Core Data beyond the monthly Subscription Tier message allocation;
• Pay-as-you-go-fees or prepaid credits for any Premium Data; and
• Add-on product costs.

If required under applicable law, Customers may be asked to provide authentication for online payments; failure to provide such authentication may result in delinquent payments. All invoices are due upon issuance.

• Monthly and Annual Subscriptions. IEX Cloud issues electronic invoices on the 1st of each calendar month for all monthly Subscription Fees. If Customer signs up for or upgrades its account, electing to pay for a monthly Subscription Fee, Customer will be invoiced immediately for a prorated Subscription Fee Period for the remainder of the calendar month. For monthly subscriptions, Customer will be invoiced for the full Subscription Fee Period on the 1st of all subsequent months, beginning with the following calendar month, until Customer cancels its subscription or switches to an annual subscription.

  If Customer signs up for or upgrades its account, electing to pay for an annual Subscription Fee, Customer will immediately be invoiced for the full annual Subscription Fee Period, beginning on Customer’s sign-up date. Customer will be invoiced for future Subscription Fee Periods on the same date as its initial sign-up for subsequent years, until Customer cancels its annual subscription or switches to a monthly subscription.

• Pay-as-you-go Fees. As described on the Pricing page, each Subscription Tier has a monthly message allocation for Core Data. Customers with paid Subscriptions (i.e., all except the free "Start" tier) may opt in to pay incrementally for Core Data beyond the monthly message allocation for that Subscription Tier. Customers can opt in to pay-as-you-go pricing on the Admin Console. All Pay-as-you-go Fees are due on the 1st of the month after the calendar month in which they are incurred, unless the fees are invoiced intramonth as described in Section 2.2(e).
• Premium Partner Data. IEX Cloud may offer certain Premium Data to Customers with paid Subscriptions. Premium Data is available on a pay-as-you-go or prepaid credit basis and is not part of the standard message allocation of any Subscription Tier. Weights for Premium Data will be identified in the relevant Documentation. Usage of Premium Partner data will be billed as Pay-as-you-go Fees as described in Section 2.2(b).
• Customers have the option to consume Premium Data with Pay-as-you-go fees or by purchasing prepaid Premium Data Credits. Premium Data Credits will be issued on the 1st of each calendar month. These credits will be applied to charges from the usage of Premium Data during the periods where the credit is applicable.
• Any Premium Data Credits not used within one year of issuance will expire and will no longer be eligible for use.
• Add-on Products. IEX Cloud may offer certain add-on products available only to Customers with paid Subscriptions. Add-on products’ descriptions and prices will be listed on the Pricing page. Add-on products may be priced independently from Subscriptions. Customers may add, cancel, upgrade, or downgrade add-on products from the Admin Console.

  For certain add-on products, when Customer first signs up for the product, Customer will be invoiced immediately for the full cost of the product for that month (i.e., not a prorated cost). The initial pricing of add-on products will be provided during the sign-up process for each product. Subsequently, Customer will be invoiced for the add-on product on the 1st of each calendar month. If Customer chooses to cancel or downgrade an add-on product, the cancellation or downgrade will go into effect on the 1st of the following calendar month.

  If Customer chooses to downgrade from a paid Subscription to the free "Start" Subscription, or if Customer’s paid Subscription expires, is terminated, or otherwise ends, Customer will lose access to all add-on products and any data that may have been stored therein when the paid Subscription ends.

• Intramonth Invoicing. Every time Customer incurs $500 (five hundred dollars) of charges from pay-as-you-go usage of the Services, Customer may be invoiced immediately for all such charges. If Customer fails to pay any such invoice, then IEX Cloud may suspend the Services or terminate the Agreement.
• Payment of Fees. If Customer elects to pay by credit card, debit card, or wire transfer, IEX Cloud will charge Customer for all Fees immediately upon issuance of an invoice. IEX Cloud may at its discretion enter into a special agreement to allow for Customer to pay invoices on a different schedule. Customer’s obligation to pay all Fees is non-cancellable. IEX Cloud’s calculation of Customer’s use of the Services is final. IEX Cloud has no obligation to provide multiple invoices. Payments made via wire transfer must include the bank information provided by IEX Cloud.
• Automatic renewal. All Subscriptions automatically renew at the end of the Subscription Fee Period, at which time the Customer will be automatically invoiced for the upcoming Subscription Fee Period. If Customer wishes to discontinue using IEX Cloud, Customer must cancel its Subscription before the start of the upcoming Subscription Fee Period. Customer may cancel its Subscription in the Admin Console.

2.3. Subscription Upgrades, Downgrades, and Cancellations. Customers may upgrade, downgrade, or cancel Subscriptions in the Admin Console.

• Upgrades. Customer may upgrade its Subscription Tier at any time. An invoice may be issued immediately upon upgrade for a full or pro-rated Subscription Fee Period depending on the circumstances of the upgrade:

  Upgrade Scenario	Invoiced Immediately	Invoiced on 1st of Next Calendar Month
  Upgrade Subscription Tier and remain on monthly billing cycle	Pro-rated charge for remainder of current Subscription Fee Period at new price (one-time charge) Pro-rated credit for previous Subscription Fee Period at old price (one-time credit)	Full charge for upcoming Subscription Fee Period at new price (ongoing charge) Pay-as-you-go charges for previous Pay-as-you-go Fee Period at new tier rates (ongoing charge)
  Upgrade Subscription Tier and remain on annual billing cycle	Pro-rated charge for remainder of current Subscription Fee Period at new price (one-time charge) Pro-rated credit for unused remainder of current Subscription Fee Period at old price (one-time credit)	Pay-as-you-go charges for previous Pay-as-you-go Fee Period at new tier rates (ongoing charge)
  Upgrade Subscription Tier and change billing cycle from monthly to annual	Full charge for upcoming Subscription Fee Period starting on date of upgrade (ongoing charge, on annual basis)	Pro-rated credit for previous Subscription Fee Period at old price (one-time credit) Pay-as-you-go charges for previous Pay-as-you-go Fee Period at new tier rates (ongoing charge)
  Upgrade Subscription Tier and change billing cycle from annual to monthly	Pro-rated credit for unused remainder of current Subscription Fee Period at old price (one-time credit) Pro-rated charge for remainder of monthly Subscription Fee Period at new price (one-time) charge	Full charge for upcoming Subscription Fee Period at new price (ongoing charge) Pay-as-you-go charges for previous Pay-as-you-go Fee Period at new tier rates (ongoing charge)

• Downgrades / Cancellations. Customer may downgrade or cancel the Services at any time, but such changes will not take effect until the end of the current Subscription Fee Period.

2.4. Taxes.

• Customer is responsible for any Taxes, and Customer will pay IEX Cloud for the Services without any reduction for Taxes. If IEX Cloud is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides IEX Cloud with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to IEX Cloud, Customer must provide IEX Cloud with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT, and the Customer is required to make a withholding of local VAT from amounts payable to IEX Cloud, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that IEX Cloud will receives payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
• If required under applicable law, Customer will provide IEX Cloud with tax identification information that IEX Cloud may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse IEX Cloud for) any taxes, interest, penalties, or fines arising out of any misdeclaration by the Customer.

2.5. Invoice Disputes & Refunds. Any invoice disputes must be submitted within 30 days after an invoice is issued. If the parties determine that certain billing inaccuracies are attributable to IEX Cloud, IEX Cloud will not issue a corrected invoice, but will instead issue a credit notice specifying the incorrect amount in the affected invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 30 days after being charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of IEX Cloud and will only be in the form of credit for the Services. Nothing in this Agreement obligates IEX Cloud to extend credit to any party.

2.6. Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by IEX Cloud in collecting such delinquent amounts. If Customer is late on payment for the Services, IEX Cloud may Suspend the Services or terminate the Agreement.

2.7. No Purchase Order Number Required. For clarity, Customer is obligated to pay all applicable Fees without any requirement for IEX Cloud to provide a purchase order number on IEX Cloud’s invoice (or otherwise).

3. Customer Obligations

3.1 Compliance. Customer is solely responsible for its Applications and Customer Data and for making sure its Applications and Customer Data comply with the Acceptable Use Policy ("AUP") at https://iexcloud.io/terms/#aup. IEX Cloud reserves the right to review the Application and Customer Data for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer’s obligations under the AUP and the restrictions in Sections 3.3 and 3.5 below.

3.2. Privacy. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement and the Privacy Policy, available here: Privacy Policy.

3.3. Limitations.

• Limitations on Free "Start" Subscription Customers. Customers enrolled in the free "Start" Subscription may only use the Services for personal, non-commercial purposes and may not display or distribute IEX Cloud Data to third parties in any manner.
• Limitations on Paid Subscription Customers. Customers enrolled in any of the paid Subscriptions may not distribute IEX Cloud Data programmatically as a data feed, an API, or an export file that includes more than one (1) symbol.
• Not a FINRA Registered Representative. Every individual Customer represents and warrants that he or she is not a Registered Representative licensed by the Financial Industry Regulatory Authority ("FINRA").
• IEX’s Obligations to Third-Party Data Provider. IEX Cloud has contractual obligations to a third-party data provider (the "Primary Partner") that require IEX Cloud to disable access to Primary Partner data sets by any Customer whose "Company Name" or "E-mail Domain" provided upon sign up matches companies or e-mail domains identified in a pre-defined list by the Primary Partner (a "Limited Access Customer"). Customer will receive notice upon sign-up if IEX Cloud detects that it is a Limited Access Customer. Primary Partner data sets are identified in Documentation.
• Additional Restrictions. Customer will not, and will not allow third parties under its control to: (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (ii) use the Services for High Risk Activities; (iii) resell or distribute any or all of the Services separately from any integrated Application; (iv) create multiple Applications or Accounts to simulate or act as a single Application or Account (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees or exceed usage quotas; (v) unless otherwise set forth in the Agreement, use the Services to operate or enable any telecommunications service or in connection with any Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network; or (vi) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State. Unless otherwise specified in writing by IEX Cloud, IEX Cloud does not intend use of the Services to create obligations under HIPAA, and makes no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA).

3.4. Third-Party Components. Third-party components of the Services (which may include open source software) may be subject to separate license agreements. To the limited extent a third-party license expressly supersedes this Agreement, Customer’s use of that third-party component is subject to that third-party license.

3.5. Documentation. IEX Cloud may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g., attribution or HTML restrictions) on how the Applications may be built or the Services may be used, and Customer will comply with any such restrictions specified as if they were part of this Agreement.

3.6. Attribution. If Customer distributes IEX Cloud Data, Customer must state that the data was provided by IEX Cloud and provide a hyperlink to https://iexcloud.io.

3.7. Customer’s Agreements with Customer End Users. If Customer distributes IEX Cloud Data, Customer must include in its agreements with Customer End Users provisions that provide substantially equivalent protections to IEX Cloud and its third-party data providers as those included in Sections 5.1, 12, and 14.1 of this Agreement.

4. Suspension

4.1. AUP Violations. If IEX Cloud becomes aware that Customer’s or any Customer End User’s use of the Services violates the AUP, IEX Cloud will give Customer notice of the violation by requesting that Customer correct the violation and IEX Cloud may Suspend all or part of Customer’s use of the Services until the violation is corrected.

4.2. Other Suspension. Notwithstanding Section 4.1 (AUP Violations), IEX Cloud may immediately Suspend all or part of Customer’s use of the Services if: (a) IEX Cloud believes Customer’s or any Customer End User’s use of the Services could adversely impact the Services, other Customers’ or other Customer’s End Users’ use of the Services, or the IEX Cloud network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) IEX Cloud believes it is required to Suspend the Services immediately to comply with applicable law; or (d) Customer is in breach of Section 3.3 (Limitations) or the AUP. IEX Cloud will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, unless prohibited by applicable law, IEX Cloud will notify Customer of the basis for the Suspension as soon as is reasonably possible.

5. Intellectual Property Rights; Use of Customer Data; Feedback; Benchmarking

5.1. Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application (if applicable), and IEX Cloud owns all Intellectual Property Rights in the Services. As to the Intellectual Property Rights in IEX Cloud Data, Customer acknowledges that IEX Cloud Data and its component parts were developed, compiled, prepared, revised, selected, and arranged by IEX Cloud or its third-party data providers, or any of its respective affiliates, through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, money and originality and that they constitute valuable intellectual property and trade secrets of IEX Cloud, its third-party data providers, or any of its respective affiliates.

5.2. Use of Customer Data. IEX Cloud will not access or use Customer Data, except as necessary to provide the Services and TSS to Customer and to comply with contractual obligations to certain third-party data providers. For more information, see the IEX Cloud Privacy Policy at https://iexcloud.io/privacy/.

5.3. Customer Feedback. If Customer provides IEX Cloud Feedback about the Services, then IEX Cloud may use that information without obligation to Customer, and Customer hereby irrevocably assigns to IEX Cloud all right, title, and interest in that Feedback.

5.4. Benchmarking. Customer may not publicly disclose, directly or through a third party, the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a "Test") of the Services, unless the disclosure includes all information necessary for IEX Cloud or a third party to replicate the Test and includes the right to use the information necessary to replicate the Test. If Customer conducts, or directs a third party to conduct, a Test of the Services and publicly discloses the results, directly or through a third party, then IEX Cloud (or an IEX Cloud-directed third party) may conduct Tests of any publicly available products or services provided by Customer and publicly disclose the results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test). To the extent this Section 5.4 conflicts with any other Customer product or service terms, this Section 5.4 will govern.

6. Technical Support Services

6.1. By Customer. Customer is responsible for technical support of its Applications.

6.2. By IEX Cloud. IEX Cloud may provide Technical Support Services to Customers in the Scale Subscription Tier in accordance with the Technical Support Services Guidelines at https://iexcloud.io/terms/#tssg. Customers in other paid Subscription Tiers may still receive technical support from IEX Cloud, but target response and resolution times are on a "best effort" basis.

7. Deprecation Policy.

IEX Cloud will make commercially reasonable efforts to announce to Customer if it intends to discontinue or make backwards incompatible changes to any Services. IEX Cloud will use commercially reasonable efforts to continue to operate those Services or features to be deprecated, as identified at https://iexcloud.io/docs/api, without these changes for at least six months after that announcement, unless (as IEX Cloud determines in its reasonable good faith judgment):

(i) required by law or third-party relationship (including if there is a change in applicable law or relationship), or

(ii) doing so could create a security risk or substantial economic or material technical burden.

8. Confidential Information

8.1. Obligations. Neither Customer nor IEX (the "recipient"), when receiving information from the other party, will disclose any Confidential Information, except to Affiliates, employees, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.

8.2. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third-party requests concerning its use and Customer End Users’ use of the Services.

9. Term and Termination

9.1. Agreement Term. The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in this Section 9.

9.2. Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, IEX Cloud may terminate any, all, or any portion of the Services, if Customer meets any of the conditions in Section 9.2(i), (ii), and/or (iii).

9.3. Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time via the Admin Console and upon termination, must cease use of the applicable Services at the end of Customer’s Subscription Term, and delete all IEX Cloud Data. IEX Cloud may terminate this Agreement for its convenience at any time without liability to Customer. Following termination, Customer remains liable for any Pay-as-you-go Fees accrued in the current Pay-as-you-go Fee Period and will be invoiced at time of termination.

9.4. Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to IEX Cloud are immediately due upon receipt of the final electronic invoice; (iii) Customer will delete the Software and any IEX Cloud Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

10. Publicity.

Customer is permitted to state publicly that it is a customer of the Services and to display IEX Cloud Brand Features in connection with its use of the Services, both consistent with the Brand Guidelines at https://iexcloud.io/brand/. IEX Cloud may include Customer’s name or Brand Features in a list of IEX Cloud customers, online or in promotional materials. IEX Cloud may also verbally reference Customer as a customer of the Services. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

11. Representations and Warranties.

Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. IEX Cloud warrants that it will provide the Services in accordance with the applicable SLA (if any).

12. Warranties and Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL DATA IS PROVIDED "AS IS" AND ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED (BY COMMON LAW, STATUTE OR OTHERWISE), IN RELATION TO THE DATA ARE HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, IEX CLOUD AND ITS THIRD-PARTY DATA PROVIDERS DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND MAKE NO WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY OR SPEED OF DELIVERY OF THE DATA. CUSTOMER AGREES THAT THE DATA IS NOT INVESTMENT ADVICE AND ANY OPINIONS OR ASSERTIONS CONTAINED IN THE DATA DO NOT REPRESENT THE OPINIONS OR BELIEFS OF IEX CLOUD, ITS THIRD-PARTY DATA PROVIDERS, OR ANY OF ITS RESPECTIVE AFFILIATES OR ANY OF ITS RESPECTIVE EMPLOYEES. Neither IEX Cloud nor any of its third-party data providers warrant that IEX Cloud Data will be uninterrupted, error free, or completely secure. IEX Cloud and its third-party data providers expressly disclaim any liability for any loss or injury caused in whole or in part by negligence or any other error made by human or machine concerning the production, compilation, or distribution of IEX Cloud Data. Customer expressly assumes the entire risk for the results and performance of IEX Cloud Data and Services.

13. Limitation of Liability

13.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER IEX CLOUD NOR ITS THIRD-PARTY PROVIDERS, NOR THEIR RESPECTIVE AFFILIATES, WILL BE LIABLE FOR LOST REVENUES OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF CUSTOMER OR CUSTOMER’S END USERS KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE.

13.2. Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR IEX CLOUD’S THIRD-PARTY PROVIDERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO IEX CLOUD UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13.3. Exceptions to Limitations. These limitations of liability do not apply to violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer’s payment obligations.

14. Indemnification

14.1. By Customer. Unless prohibited by applicable law, Customer will defend and indemnify IEX Cloud and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of the AUP. Customer will indemnify and hold harmless IEX Cloud and its third-party data providers against all claims or demands by and liabilities to third parties, including, without limitation, reasonable attorneys’ fees, arising from or in connection with Customer’s breach of any of its representations, warranties or covenants in this Agreement and Customer’s use of the data or Services not in accordance with this Agreement.

14.2. By IEX Cloud. IEX Cloud will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) IEX Cloud’s technology used to provide the Services or (b) any IEX Cloud Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.

14.3. Exclusions. This Section 14 will not apply to the extent the underlying Allegation arises from:

• the indemnified party’s breach of this Agreement;
• modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party;
• combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or
• use of non-current or unsupported versions of the Services or Brand Features;

14.4. Conditions. Sections 14.1 and 14.2 will apply only to the extent:

• The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.
• The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

14.5. Remedies.

• If IEX Cloud reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then IEX Cloud may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.
• If IEX Cloud does not believe the remedies in Section 14.5(a) are commercially reasonable, then IEX Cloud may Suspend or terminate Customer’s use of the impacted Services.

14.6. Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 14 states the parties’ only rights and obligations under this Agreement for any third party’s Intellectual Property Rights Allegations and Third-Party Legal Proceedings.

15. U.S. Federal Agency Users

The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and its agency supplements.

16. Miscellaneous

16.1. Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to IEX Cloud’s Legal Department is legal@iexcloud.io. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

16.2. Assignment. Customer may not assign any part of this Agreement without the written consent of IEX Cloud, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

16.3. Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and 30 days after it receives that written notice.

16.4. Force Majeure. Neither party will be liable for failure or delay in performance (other than the payment of outstanding fees) to the extent caused by circumstances beyond its reasonable control, such as natural disasters or other catastrophes.

16.5. No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

16.6. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

16.7. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

16.8. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

16.9. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

16.10. U.S. Governing Law.

• For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
• For U.S. Federal Government Entities. If Customer is a U.S. federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF NEW YORK (EXCLUDING NEW YORK’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN NEW YORK COUNTY, NEW YORK.
• For All Other Entities. If Customer is any entity not set forth in Section 16.10(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY NEW YORK LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK COUNTY, NEW YORK, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

16.11. Amendments. Except as set forth in Section 1.7(b), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

16.12. Survival. The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.4, 13, 14, and 16.

16.13. Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, IEX Cloud may provide an updated URL in place of any URL in this Agreement.

16.14. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: this Agreement, and the terms at any other URL.

16.15. Definitions.

• "Account" means Customer’s IEX Cloud account.
• "Admin Console" means the online console(s) and/or tool(s) provided by IEX Cloud to Customer for administering the Services.
• "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
• "Allegation" means an unaffiliated third party’s allegation.
• "Application(s)" means any web or other application Customer creates using the Services, including any source code written by Customer to be used with the Services.
• "AUP" means the Acceptable Use Policy for the Services set forth here: https://iexcloud.io/terms/#aup.
• "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
• "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
• "Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
• "Core Data" means data on stocks, cryptocurrencies, forex, and more that is eligible for a Customer’s monthly message allocation under the relevant Subscription Tier. Core Data includes all endpoints listed outside of the Premium Data section in the API documentation here: https://iexcloud.io/docs/api/.
• "Customer Data" means content provided to IEX Cloud by Customer (or at its direction) via the Services under the Account.
• "Customer End Users" means the individuals or entities Customer permits to use the Application.
• "Documentation" means the IEX Cloud documentation (as may be updated from time to time) in the form generally made available by IEX Cloud to its Customers for use with the Services at https://iexcloud.io/docs/api.
• "Feedback" means feedback or suggestions about the Services provided to IEX Cloud by Customer.
• "Fees" means the applicable fees for a Subscription, Service (including Pay-as-you-go Services), and any applicable Taxes. The Fees for each Subscription Tier and Service are set forth here: https://iexcloud.io/pricing/.
• "High Risk Activities" means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage (such as operation of nuclear facilities, air traffic control, life support systems, or weaponry).
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.
• "IEX Cloud Data" means all data provided to Customer by IEX Cloud via the Services.
• "Indemnified Liabilities" means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
• "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
• "Intramonth Invoice" means an invoice that may be issued to Customer whenever Customer incurs $500 (five hundred dollars) of charges from pay-as-you-go usage of the Services.
• "Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
• "Pay-as-you-go Fee Period" means each calendar month starting on the 1st of the month. Pay-as-you-go Fees for usage of the Services in the prior calendar month are due on the 1st of the month following when the Fees were accrued.
• “Premium Data Credits” means credits that can be purchased in advance and applied to Customer’s use of Premium Data, and which expire one year after issuance.
• "Services" means the products and services as set forth here: https://iexcloud.io/products (including any associated APIs).
• "SLA" means each of the then-current service level agreements at: https://iexcloud.io/terms/#sla.
• "Software" means any downloadable tools, software development kits, or other such proprietary computer software provided by IEX Cloud in connection with the Services, which may be downloaded or utilized by Customer, and any updates IEX Cloud may make to such Software from time to time.
• "Subscription Fee Period" means: (a) the calendar month(s) starting on the 1st of the month for Customers enrolled in monthly billing, or (b) the remainder of the calendar month for Customers who enrolled in monthly billing not on the 1st of the month, or (c) the year(s) following enrollment in or change to annual billing.
• "Subscription Tier" means the Account tier that Customer elects to enroll in, which will determine the cost of Customer’s subscription (if any) and the monthly allocation of Core Data that Customer is entitled to. Subscription Tier information is available at: https://iexcloud.io/pricing/.
• "Suspend" or "Suspension" means disabling or limiting access to or use of the Services or components of the Services.
• "Taxes" means any duties, customs fees, or taxes (other than IEX Cloud’s income tax) associated with the purchase of the Services, including any related penalties or interest.
• "Term" has the meaning set forth in Section 9 of this Agreement.
• "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
• "Token" means an alphanumeric key that is uniquely associated with Customer’s Account.
• "Trademark Guidelines" means IEX Cloud’s Guidelines for Third Party Use of IEX Cloud Brand Features, located at: https://iexcloud.io/brand.
• "TSS" means the technical support service provided by IEX Cloud to the administrators under the TSS Guidelines.
• "TSS Guidelines" means IEX Cloud’s technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL: https://iexcloud.io/terms/#tssg.