Last Revised: April 03, 2023
Welcome to IEX Cloud. We strongly encourage you to review the full Terms of Service that are below, all of which apply to your use of IEX Cloud.
These IEX Cloud Terms of Service, together with the Additional Terms and Documentation (collectively, the “Agreement”), are between you, individually, or your company or legal entity, as applicable (“Customer”) and IEX Cloud Services LLC (“IEX Cloud”) and govern Customer’s access to and use of the Apperate Services (as defined below). This Agreement is the parties’ entire agreement with respect to the subject matter and merges and supersedes all related prior and contemporaneous agreements. By (i) accessing or using the Apperate Services or (ii) accepting via click-through or otherwise or manually or electronically signing this Agreement, Customer indicates its acceptance of this Agreement. If Customer is accepting this Agreement on behalf of a company or other legal entity, Customer represents, warrants, and covenants to IEX Cloud that it has the legal authority to bind such company or legal entity to this Agreement. If Customer does not have such authority or does not agree with this Agreement, Customer must not access or use the Apperate Services. The "Effective Date" of this Agreement is the date of Customer’s acceptance of this Agreement. Capitalized terms have the meanings ascribed to them in this Agreement.
1.1. License. Subject to this Agreement, IEX Cloud grants Customer during its Subscription Period a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Apperate Services solely for use by Customer and Customer End Users in Customer’s Application(s) or any products or services provided by IEX Cloud in connection with the Apperate Services.
Customer must have an Account provided by IEX Cloud in order to access and use the Apperate Services. Customer shall be solely responsible for the information it provides to create its Account, as well as the management and security of its Account and password as well as any access to or use of its Account. If Customer becomes aware of any unauthorized use of its Account or password. Customer will notify IEX Cloud as promptly as possible. IEX Cloud has no obligation to provide Customer with multiple Accounts or to issue credits or refunds to Customer for any unauthorized use of Customer’s Account or password.
1.2. Restrictions. Customer will not and will not permit any Customer End User or other third party to: (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Apperate Services to a third party (except as otherwise expressly permitted in this Agreement); (b) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise seek to obtain or extract any or all of the source code or APIs of the Apperate Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to IEX Cloud); (c) remove or obscure any proprietary or other notices contained in the Apperate Services, including but not limited to copyrights, trademarks, logos, legends or other notices of ownership; (d) access or use the Apperate Services in violation of the Acceptable Use Policy; (e) create multiple Applications or Accounts to simulate or act as a single Application or Account, or otherwise access or use the Apperate Services in a manner intended to avoid incurring Fees or exceeding usage quotas; or (f) install, access, or use any third-party software or technology in any way that would subject IEX Cloud’s intellectual property or technology, including any portion of the Apperate Services, to any other license terms or other restrictions.
1.3. Provision and Use of IEX Cloud Core Data. The Apperate Services include the capability for Customer and Customer End Users to access and use IEX Cloud Core Data in Customer’s Application(s). If Customer authorizes non-Affiliate third-party Customer End Users that are not currently IEX Cloud customers to access and use IEX Cloud Core Data, Customer must only permit such non-Affiliate third party Customer End Users to access and use such IEX Cloud Core Data for display purposes only, subject to any applicable Third Party Requirements.
If displaying or otherwise distributing IEX Cloud Core Data, Customer must include in its agreements with Customer End Users provisions that provide substantially equivalent protections to IEX Cloud and its licensors as those included in this Agreement, including Section 7 (Intellectual Property Rights), Section 14 (Disclaimer of Warranties) and Section 16 (Customer Indemnification) of this Agreement. Further, Customer must prominently attribute IEX Cloud and its licensors, as applicable, as the source of IEX Cloud Core Data and provide a hyperlink to https://iexcloud.io.
1.4. Early Access Products and Features. IEX Cloud may make available to Customer certain products, features, services, or software that are not yet generally available, which are labeled as “Early Access”, “Alpha”, “Beta”, or as otherwise specified in the IEX Cloud Apperate Launch Stages Guidelines (collectively, “Early Access Products and Features”). Customer may access and use such Early Access Products and Features solely for its internal evaluation purposes and in accordance with the Trusted Tester Agreement, which shall be incorporated to this Agreement by reference. In the event of any conflict between this Agreement and the Trusted Tester Agreement, the Trusted Tester Agreement shall govern solely with respect to the Early Access Features.
1.5. Free Trials. IEX Cloud may offer free trials of the Apperate Services in its sole discretion. If access to the Apperate Services is provided to Customer for free trial purposes, such free trial access to and use of the Apperate Services is governed by this Agreement. During the free trial period, no technical service or other support will be provided to Customer. A free trial may terminate upon the use of all credits provided by IEX Cloud for purposes of such free trial or after a certain period of time, as IEX Cloud may determine in its sole discretion. At any time prior to or during the free trial period, IEX Cloud may, in its sole discretion, terminate Customer’s free trial access without prior notice for any reason, without any liability to Customer, to the extent permitted under applicable law. After the free trial period expires or terminates, Customer must cease access to and use of the applicable Apperate Services and must delete any IEX Cloud Core Data from its Application(s). Customer may only continue using the Apperate Services by enrolling in a paid subscription or as otherwise permitted by IEX Cloud. Any leftover credits from a free trial will not be refundable, redeemable, or otherwise transferrable to any paid subscription for the Apperate Services.
2.1 Intellectual Property Rights in Customer Data. Customer and its licensors, as applicable, shall, as between IEX Cloud and Customer and such licensors, retain all right, title and interest (including any and all intellectual property rights) in and to Customer Data and any modifications made thereto by Customer in the course of using the Apperate Services. Subject to this Agreement, Customer hereby grants to IEX Cloud a non-exclusive, worldwide, royalty-free license to process and store Customer Data solely to the extent necessary to provide the Apperate Services to Customer and Customer End Users, to prevent or address service or technical problems associated therewith, or as may be required by applicable law, rule, or regulation. Customer represents, warrants, and covenants that (i) Customer and its licensors, as applicable, own and control, and will continue to own and control, all right, title, and interest (including any and all intellectual property rights) in Customer Data, as applicable; (ii) Customer and its licensors, as applicable, have and will continue to have the right to grant the foregoing license(s) relating to the processing and storing of Customer Data to IEX Cloud under this Agreement; and (iii) the processing and storing of Customer Data by IEX Cloud will not violate any laws, rules, regulations, or the rights of any third party.
Customer represents, warrants, and covenants that its use of the Apperate Services and Customer Data will comply with applicable laws, statutes, rules, regulations, orders, decisions, interpretations, opinions, and any other legal or regulatory requirements, including but not limited to those related to privacy and data protection. Customer shall be solely responsible and liable for the accuracy, reliability, completeness, timeliness, appropriateness, and legality of all Customer Data.
2.2 Provision and Use of Customer Data. The Apperate Services include the capability for Customer, in its sole discretion, to share Customer Data in its Application(s) with Customer End Users as well as other customers of IEX Cloud, and to access or use data from other IEX Cloud customers, as further described in the Documentation. When providing Customer Data, Customer acknowledges and agrees that it is solely responsible for any risks associated with providing the Customer Data through the Apperate Services and that IEX Cloud has no control over, and has no liability for, any acts or omissions of any IEX Cloud customer with respect to its access to or use of such Customer Data. Further, Customer acknowledges and agrees that IEX Cloud has no control over, and has no liability for, any data of any other IEX Cloud customer that Customer or its Customer End Users access or use through the Apperate Services. Customer acknowledges and agrees that it accesses or uses data of other IEX Cloud customers and provides data to IEX Cloud customers at its own risk and is solely responsible for obtaining the approvals, licenses, or consents required for such access or use of such data from other IEX Cloud customers.
2.3 HIPAA Data. Customer agrees not to upload to the Apperate Services any HIPAA Data unless Customer has entered into a separate agreement with IEX Cloud that governs Customer’s uploading of HIPAA Data to the Apperate Services, which shall be incorporated by reference into this Agreement. Unless such separate agreement is in place, IEX Cloud will have no liability under this Agreement for HIPAA Data, notwithstanding anything to the contrary in this Agreement, or in HIPAA, or any similar federal or state laws, rules, or regulations. If Customer is permitted to upload HIPAA Data to the Apperate Services, then Customer may submit HIPAA Data to the Apperate Services only by uploading it as Customer Data.
Customer acknowledges and agrees that IEX Cloud relies on certain third-party (including open source) components, products, data, and services to provide the Apperate Services, which may be subject to separate licenses or additional terms and conditions, including but not limited to disclaimer and attribution requirements, (collectively, “Third-Party Requirements”). If there are any conflicts between this Agreement and the Third-Party Requirements governing such third-party components, products, and services, those Third-Party Requirements shall govern in connection with such third-party components, products, data, and services. Customer acknowledges receipt of the notices with respect to any Third-Party Requirements for any third-party components, products, and services in our Documentation, as may be amended from time to time, or otherwise included in the Additional Terms. Customer represents, warrants, and covenants that its access to and use of the Apperate Services will comply with all applicable Third-Party Requirements.
4.1 Data Privacy. The parties shall comply with the Privacy Policy.
4.2 Security. IEX Cloud shall adhere to commercially reasonable security standards for implementing and maintaining physical, administrative, and technical safeguards designed to protect the confidentiality, integrity, availability, and security of the Apperate Services and Customer Data. Customer acknowledges and agrees that no list of security practices can be all inclusive or foolproof.
5.1 Pricing and Payment. All Fees and payment terms associated with the Apperate Services are set forth in the Pricing Policy. Customer is responsible for paying timely all applicable Fees associated with their access to and use of the Apperate Services. All invoices issued by IEX Cloud to Customer are immediately due and payable upon issuance; IEX Cloud has no obligation to provide Customer with multiple invoices.
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. Payments made via wire transfer must include the bank information provided by IEX Cloud.
IEX Cloud may, in its sole discretion, issue requests for payment or receipts for payment in a form other than invoices that serve substantially the same purpose. Further, IEX Cloud may, in its sole discretion, enter into a special agreement to allow for Customer to pay invoices on a different schedule or by a different method. If required under applicable law, rule, or regulation, Customer may be asked to provide authentication for online payments; failure to provide such authentication may result in late payments.
5.2 Monthly and Annual Subscriptions. IEX Cloud issues electronic invoices on the 1st of each calendar month, or as otherwise determined by IEX Cloud from time to time, for all monthly subscription Fees. If Customer signs up for or upgrades to a monthly subscription, Customer will be invoiced immediately for a prorated amount of the applicable Fees for the remainder of the calendar month. Thereafter, Customer will be invoiced for the full Subscription Period on the 1st of all subsequent months, commencing on the following calendar month, until Customer cancels its subscription or switches to an annual subscription.
If Customer signs up for or upgrades to an annual subscription, Customer will be invoiced immediately for the full amount of the applicable Fees for such annual subscription. Thereafter, Customer will be invoiced for future Subscription Periods on the anniversary of Customer’s initial sign-up date for the annual subscription, or as otherwise determined by IEX Cloud from time to time, until Customer cancels its annual subscription or switches to a monthly subscription.
5.3 Automatic Renewal. All subscriptions to the Apperate Services automatically renew at the end of the applicable Subscription Period, at which time Customer will be automatically invoiced for the upcoming Subscription Period in accordance with this Agreement, including but not limited to the Pricing Policy.
5.4 Subscription Upgrades, Downgrades, and Cancellations. Customers may upgrade, downgrade, or cancel subscriptions to the Apperate Services through the Admin Console.
5.5 Add-on Products. IEX Cloud may offer certain add-on products from time to time in its sole discretion, which may be priced independently from subscriptions to the Apperate Services. The descriptions and pricing, as applicable, for any add-on products will be listed in the Pricing Policy or in a separate agreement between Customer and IEX Cloud. Customer may add, cancel, upgrade, or downgrade add-on products associated with its subscription to the Apperate Services through the Admin Console.
For certain add-on products, Customer will be invoiced immediately upon adding such add-on product(s) for the full, non-prorated amount due for such add-on product(s) for that month. Thereafter, Customer will be invoiced for such add-on product(s) on the 1st of each calendar month. If Customer chooses to cancel, upgrade, or downgrade an add-on product, such cancelation, upgrade, or downgrade will go into effect on the 1st of the following calendar month.
If Customer’s subscription to the Apperate Services expires or is terminated, Customer will lose access to all add-on products and, if applicable, any data that may have been stored therein.
5.6 Taxes. Customer is responsible for any Taxes, and Customer will pay IEX Cloud for the Apperate 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, as determined by IEX Cloud in its sole discretion. 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 the Apperate Services are subject to local VAT, and Customer is required to make a withholding of local VAT from amounts payable to IEX Cloud, the value of the Apperate Services calculated in accordance with the above procedure will be increased (grossed up) by 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 receives payment for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to the applicable tax authority).
Customer will provide IEX Cloud with tax identification information and such other reasonable documentation or information that IEX Cloud may require to ensure its compliance with applicable tax laws, rules, regulations and authorities in any 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 Customer.
5.7 Invoice Disputes & Refunds. Any invoice disputes must be submitted in writing to billing@iexcloud.io 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 such claims are made within 30 days after being invoiced. Any refunds are at the sole discretion of IEX Cloud and will only be in the form of credit for the Apperate Services. Nothing in this Agreement obligates IEX Cloud to extend credit or to refund any Fees to Customer or any other party. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable, and Fees are non-refundable. Further, credits used for the Apperate Services are not refundable or otherwise transferrable.
5.8 Late Payments. IEX Cloud reserves the right to charge Customer interest on any amounts due that have not been paid by the applicable due date at a rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until such amounts due are paid in full to IEX Cloud. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by IEX Cloud in collecting any late payments. If Customer is late on payment for the Apperate Services, IEX Cloud may suspend Customer’s access to the Apperate Services or terminate this Agreement, unless Customer is disputing in good faith the portion of the unpaid applicable Fees and is cooperating diligently with IEX Cloud to resolve the dispute.
6.1 Acceptable Use Policy Violations. If IEX Cloud becomes aware that Customer’s or any Customer End User’s access or use of the Apperate Services violates the Acceptable Use Policy, IEX Cloud will give Customer written notice of the violation and request that Customer immediately correct the violation and confirm in writing to IEX Cloud that such violation has been corrected to IEX Cloud’s satisfaction. IEX Cloud may also suspend, disable, terminate, or otherwise limit all or part of Customer’s access to the Apperate Services until such violation is corrected.
6.2 Other Suspension. Notwithstanding the foregoing paragraph regarding violations of the Acceptable Use Policy, IEX Cloud may suspend, disable, terminate, or otherwise limit all or part of Customer’s access to the Apperate Services without notice if IEX Cloud reasonably determines, in its sole discretion, that:
provided that, IEX Cloud may decide, in its sole discretion, to not suspend, disable, terminate, or otherwise limit all of part of Customer’s access to the Apperate Services if Customer acts in good faith to cooperate diligently with IEX Cloud to resolve any of the foregoing issues.
7.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any right, title, or interest, implied or otherwise, to the other party’s content or any of the other party’s intellectual property (including all patents, copyrights, trademarks, trade secrets and other intellectual property). As between the parties, Customer and its licensors, as applicable, own all right, title, an interest in Customer Data and the Application(s), and IEX Cloud, its Affiliates, and its licensors, as applicable, own all right, title, and interest in the Apperate Services and any and all related underlying technology and documentation, as well as any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated therein. Customer acknowledges and agrees that IEX Cloud Core Data and its component parts were developed, compiled, prepared, revised, selected, and arranged by IEX Cloud, its Affiliates, or its licensors, 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 Affiliates, or its licensors.
7.2 Use of Marks. IEX Cloud may use and display Customer’s name, logo, trademarks, and service marks on IEX Cloud’s website and in IEX Cloud’s marketing materials in connection with identifying Customer as a customer of IEX Cloud. Upon Customer’s written request, IEX Cloud will remove any such marks from IEX Cloud’s website and, to the extent commercially feasible, IEX Cloud’s marketing materials. If IEX Cloud requests, Customer agrees to participate in a case study, press release and/or cooperate with IEX Cloud in speaking to the media, and to speak at a future IEX Cloud event.
IEX Cloud, the Apperate Services, and any IEX Cloud product or service, names, logos, trademarks, or service marks that may appear in the Apperate Services or elsewhere are proprietary to IEX Cloud and its Affiliates, and may not be copied, imitated or used, in whole or in part, without IEX Cloud’s prior written permission, which may be withheld in IEX Cloud’s sole discretion.
8.1 Customer Data. IEX Cloud will not access or use Customer Data, except as necessary to provide the Apperate Services and any associated technical support services to Customer, and to comply with legal, regulatory, audit, data security, and contractual obligations.
8.2 Customer Feedback. If Customer or a Customer End User provides IEX Cloud with Feedback about the Apperate Services, then such Customer or Customer End User automatically grants to IEX Cloud (without charge, payment of royalties or other consideration) a non-exclusive, royalty-free, fully paid, perpetual, irrevocable, worldwide license in the Feedback, and IEX Cloud and its Affiliates are free to make, use, disclose, modify, distribute, reproduce, license, commercialize and otherwise freely exploit without restriction of any kind the Feedback as part of any of IEX Cloud and its Affiliates’ products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential.
8.3 Customer Usage Data. Notwithstanding anything to the contrary in this Agreement, Customer agrees that IEX Cloud may collect and use Customer Usage Data to manage, measure, develop, improve, support, and operate its products and services. IEX Cloud will not share any Customer Usage Data that includes Customer’s Confidential Information with a third party except (a) in accordance with Section 11 (Confidentiality) of this Agreement, or (b) to the extent the Customer Usage Data is aggregated and anonymized such that Customer and its Customer End Users cannot be identified.
8.4 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 Apperate 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 Apperate 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). The results of any Test of the Apperate Services that are not publicly disclosed shall be treated as Confidential Information.
IEX Cloud may at its sole discretion provide certain technical support services in connection with Customer’s access to and use of the Apperate Services in accordance with the IEX Cloud Technical Support Services Guidelines or separate SLA. IEX Cloud has no obligation under this Agreement to provide technical support services to Customer regarding the Apperate Services, and Customer shall be solely responsible for the technical support and maintenance of its Application(s) and any associated systems that access or use the Apperate Services.
IEX Cloud will make commercially reasonable efforts to notify Customer if it will discontinue or make backwards incompatible changes to any material part of the Apperate Services or material features associated therewith, and will use commercially reasonable efforts to continue to operate and support those Apperate Services or features to be deprecated, as identified in the Documentation, without such changes for at least six months, or for such other period as IEX Cloud may determine in its sole discretion, unless IEX Cloud reasonably determines that: (i) it is prohibited from doing so by law, rule, regulation, or contractual obligation, or (ii) doing so could create a security risk or a material economic or technical burden.
11.1 Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Agreement, and Customer’s Account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation under this Agreement by the receiving party or its Representatives; (2) the receiving party received lawfully from another source that does not have a confidentiality obligation to the disclosing party; (3) is independently developed without violation of this Agreement; or (4) is Feedback, a comment or suggestion volunteered about the other party’s business, products, or services.
11.2 Protection of Confidential Information. Each party will take commercially reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship herein. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives (applying such nondisclosure obligations of the receiving party to such Representative except with regards to the right to share with other third parties) and, in the event of discovery of any unauthorized use or disclosure or in violation of this Section 11, must promptly notify the other party. Neither party shall remove, overprint, or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the other party.
11.3 Disclosure Required by Law. A party and its Representatives may disclose the other’s Confidential Information if required by law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order or otherwise oppose the disclosure. Notwithstanding the foregoing, notice shall not be required if the receiving party or its Representatives are requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight by regulatory authorities with jurisdiction over the receiving party or its Representatives.
11.4 Duration of Confidentiality Obligations. These obligations apply: (1) for Customer Data, until it is deleted by IEX Cloud or falls into one of the exceptions listed in the first paragraph of this Section 11; and (2) for all other Confidential Information for a period of three years after a party receives the Confidential Information.
12.1 Term. This Agreement is effective as of the Effective Date and shall continue until terminated by a party as set forth herein.
12.2 Termination for Cause. Either party may terminate this Agreement (including any subscription to the Apperate Services) for cause upon written notice if: (i) the other party is in material breach of this Agreement and fails to cure such material breach within 30 days after receipt of written notice; (ii) the other party ceases operation without a successor; or (iii) the other party seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 days. In addition, IEX Cloud may suspend, disable, terminate, or otherwise limit all or part of Customer’s access to the Apperate Services without terminating this Agreement if Customer meets any of the foregoing conditions. For any termination for cause by Customer in accordance with this Section 12, Customer shall not be entitled to any refund or credit of any prepaid Fees applicable to any unused portion of Customer’s subscription to the Apperate Services.
12.3 Termination for Convenience. Customer may terminate this Agreement (including any subscription to the Apperate Services) for its convenience at any time via the Admin Console or upon written notice to IEX Cloud. IEX Cloud may terminate this Agreement (including any subscription to the Apperate Services) for its convenience upon written notice to Customer at any time without liability to Customer. For any termination for convenience by Customer in accordance with this Section 12, Customer shall not be entitled to any refund or credit of any prepaid Fees applicable to any unused portion of Customer’s subscription to the Apperate Services.
12.4 Effect of Termination. If this 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 will become due and payable immediately; (iii) Customer must cease its access to and use of the Apperate Services and any software provided by IEX Cloud in connection therewith; (iv) Customer must delete any IEX Cloud Core Data from its Application(s) and associated systems; (v) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party; and (vi) IEX Cloud will have no obligation to store or provide further access to Customer Data. IEX Cloud’s exercise of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
12.5 Retrieval Right. Upon written request to IEX Cloud, and provided Customer has paid all outstanding Fees, Customer will have 30 days from the date of termination of this Agreement to access the Apperate Services solely to the extent necessary to retrieve Customer Data (“Retrieval Right”). If Customer exercises its Retrieval Right, this Agreement (and any applicable subscription to the Apperate Services) shall continue in full force and effect for the duration of the Retrieval Right. IEX Cloud shall have no further obligation to make Customer Data available after termination of this Agreement and shall thereafter delete Customer Data. After the Retrieval Right period, Customer will have no further access to Customer Data or the Apperate Services.
Each party represents, warrants, and covenants that: (a) it has full rights and authority to enter into this Agreement; (b) its performance under this Agreement will not violate in any material respect any agreement or obligation between it and any third party; and (c) it will comply with all laws, rules, and regulations applicable to its performance under this Agreement in all material respects. IEX Cloud warrants that the Apperate Services will substantially conform to the Documentation.
THE APPERATE SERVIES AND THE SOFTWARE AND CONTENT PROVIDED THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. IEX CLOUD, ITS AFFILIATES, PARENTS, SUBSIDIARIES, LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE “IEX CLOUD PARTIES”), MAKE NO WARRANTY THAT THE APPERATE SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH WILL (1) MEET CUSTOMER’S REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE IEX CLOUD PARTIES HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WHETHER ARISING OUT OF A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR COURSE OF PERFORMANCE, AS TO THE APPERATE SERVICES AND THE SOFTWARE AND CONTENT PROVIDED THEREWITH.
THE IEX CLOUD PARTIES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY CLAIM MADE OR ACTION TAKEN IN RELIANCE ON MATERIAL AND/OR INFORMATION CONTAINED IN OR INCLUDED AS PART OF THE APPERATE SERVICES. THE IEX CLOUD PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT MATERIAL AND CONTENT CONTAINED IN OR INCLUDED AS PART OF THE APPERATE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
WHILE THE IEX CLOUD PARTIES ATTEMPT TO MAKE CUSTOMER’S ACCESS TO AND USE OF THE APPERATE SERVICES SAFE, THE IEX CLOUD PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE APPERATE SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE IEX CLOUD PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO CUSTOMER FOR, ANY USE OF THE APPERATE SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) CUSTOMER ERROR SUCH AS FORGOTTEN PASSWORDS; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED OR HACKED SOFTWARE OR HARDWARE; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APPERATE SERVICES.
CUSTOMER AGREES THAT THE PROVISION OF THE APPERATE SERVICES DOES NOT CONSTITUTE INVESTMENT ADVICE AND DOES NOT CONSTITUTE OPINIONS OR BELIEFS OF THE IEX CLOUD PARTIES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE IEX CLOUD PARTIES BE LIABLE TO CUSTOMER, ANY CUSTOMER END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE APPERATE SERVICES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE IEX CLOUD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE APPERATE SERVICES ARE AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S APPLICATION(S) OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF IEX CLOUD OR ANY OF THE IEX CLOUD PARTIES RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE APPERATE SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR (B) THE AMOUNT CUSTOMER PAID TO IEX CLOUD IN THE PAST TWELVE MONTHS FOR THE APPERATE SERVICES DIRECTLY RELATING TO THE ITEM(S) THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
NO LIMITATION OR EXCLUSION SET FORTH IN THIS AGREEMENT WILL APPLY TO ANY LIABILITY ARISING OUT OF: (1) IEX CLOUD’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16, (2) IEX CLOUD’S BREACH OF SECTION 11 (CONFIDENTIALITY), OR (3) IEX CLOUD’S VIOLATION OF CUSTOMER’S INTELLECTUAL PROPERTY RIGHTS. NOTHING IN THIS AGREEMENT EXCLUDES OR RESTRICTS IEX CLOUD’S LIABILITY IN RESPECT OF A BREACH BY IEX CLOUD OF ANY DUTY OR LIABILITY IT MAY HAVE TO CUSTOMER UNDER APPLICABLE LAWS OR REGULATIONS THAT CANNOT LAWFULLY BE EXCLUDED. IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT IT MAINTAINS ADEQUATE INSURANCE TO COVER ANY DAMAGES, LOSSES, COSTS OR EXPENSES IT MIGHT SUFFER IN THE EVENT OF ANY FAILURE OR UNAVAILABILITY OF THE APPERATE SERVICES, INCLUDING ACCESS TO CUSTOMER DATA.
16.1 Indemnification by Customer. Customer agrees to defend, indemnify, and hold the IEX Cloud Parties harmless against any and all actual and alleged damages, awards, judgments, losses, liabilities, obligations, fines, penalties, interest, fees, expenses, (including reasonable attorneys’ fees and amounts paid in settlements), and costs, of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, in law or equity, whether in tort, contract or otherwise, resulting from, in connection with, or arising out of any claims, actions, causes of actions, demands, threats, allegations, suits, investigations, hearings, or proceedings (each, a “Claim”) made or brought against any of the IEX Cloud Parties at any time by any third party or government authority arising out of, in connection with, or related to:
(each a “Customer Indemnified Claim”). In connection with any Customer Identified Claim, Customer may not settle any claim (or in any way require the indemnified party to admit liability, pay money, or take or refrain from taking any action) without the express prior written consent of IEX Cloud (which consent to be granted in IEX Cloud’s sole discretion). The indemnitee shall have the right to participate in the defense of any proceeding with counsel of its own choice at its own expense.
16.2 Indemnification by IEX Cloud. Subject to the limitations set forth in this Agreement, including Section 15, IEX Cloud shall defend, indemnify, and hold Customer harmless against any costs, losses, or damages (including reasonable legal fees) incurred in connection with claims made or brought against Customer by a third party alleging that the access to or use of the Apperate Services as contemplated hereunder infringes or misappropriates the intellectual property rights of a third party (each an “Infringement Claim”); provided, that Customer (1) promptly gives written notice of the Infringement Claim to IEX Cloud; (2) gives IEX Cloud sole control of the defense and settlement of the Infringement Claim; provided that IEX Cloud may not settle any Infringement Claim without Customer’s prior consent unless it unconditionally releases Customer of all liability and the monetary damages in connection with such settlement are paid by IEX Cloud; and (3) provides to IEX Cloud all reasonable assistance and information. This Section 16 states IEX Cloud’s sole liability with respect to, and Customer’s exclusive remedy against IEX Cloud for, any claim against Customer.
The foregoing indemnity in does not extend to (1) any Infringement Claim based upon or arising from Customer Data or infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the Apperate Services with other products, software, or services not provided or approved by IEX Cloud, if such infringement would have been avoided but for such combination; (2) any Infringement Claim in respect to any version of the Apperate Services other than the most current version; (3) any use, distribution, sublicensing, or exercise of any other right outside the scope of this Agreement; (4) any access, use, modification, combination, or development of the Apperate Services that is not performed or authorized in writing by IEX Cloud, including in the use of any API; and (5) Customer’s or Customer End User’s breach of this Agreement.
16.3 Other Remedies. If (1) IEX Cloud becomes aware of an actual or potential Infringement Claim, or (2) Customer provides IEX Cloud with written notice of an actual or potential Infringement Claim, IEX Cloud may (or in the case of an injunction against Customer, shall), at IEX Cloud’s sole option and determination: (i) procure for Customer the right to continue to use the Apperate Services or (ii) replace or modify the applicable Apperate Services so that Customer’s use is no longer infringing; or (iii) if (i) and (ii) are not commercially reasonable, as determined by IEX Cloud in its sole discretion, terminate the rights granted hereunder to the Customer to access and use the Apperate Services and refund to Customer that portion of any prepaid Fees that is applicable to the period following the termination of the Apperate Services pursuant to this Section 16, less any outstanding Fees owed on such affected portion of the Apperate Services.
Customer acknowledges that the Apperate Services may be subject to U.S., foreign, and international export controls and economic sanctions laws and regulations and agrees to comply with all such applicable laws and regulations, including the U.S. Export Administration Regulations and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer also specifically agrees not to, directly or indirectly, allow access to or use of the Apperate Services in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under U.S. law without authorization from the U.S. government.
18.1 To the Services. IEX Cloud may make updates or other changes to the Apperate Services from time to time in its sole discretion without notice to Customer. Notwithstanding the foregoing, if IEX Cloud makes a material change to the Apperate Services, IEX Cloud will make commercially reasonable efforts to notify Customer in writing, including without limitation by posting to the IEX Cloud website at https://iexcloud.io/ or its successor site(s), or via the Admin Console as soon as reasonably practicable.
18.2 To this Agreement. IEX Cloud may make changes to this Agreement from time to time in its sole discretion upon written notice, including without limitation by posting on the IEX Cloud website at https://iexcloud.io/terms/ or its successor site(s), or by notifying Customer via the Admin Console. Changes made to this Agreement will be effective immediately unless otherwise noted by IEX Cloud. IEX Cloud will provide at least 15 days’ written notice of any pricing changes to the Apperate Services where possible, including without limitation by notifying Customer via the Admin Console or by updating the Pricing Policy. If Customer does not agree to any changes made to the Agreement, Customer must stop using the Apperate Services. Access or use of the Apperate Services will constitute acceptance of the revised Agreement.
This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.
By using the Apperate Services, Customer agrees that any and all disputes, claims or controversies that Customer may have against IEX Cloud or its Representatives arising out of or relating to or connected in any way to (i) Customer’s or any Customer End User’s access to or use of the Apperate Services, or (iii) this Agreement (including the interpretation and scope of this clause and the arbitrability of the dispute), shall be resolved exclusively by mandatory, binding arbitration initiated through and administered by the American Arbitration Association ("AAA"). Customer further agrees that arbitration will be conducted by a single arbitrator pursuant to the applicable Rules and Procedures established by AAA, and that any arbitration proceeding, if necessary, will be held in New York, New York or at such other location as may be mutually agreed upon by IEX Cloud and Customer. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitrator shall apply New York law consistent with the Federal Arbitration Act, and shall honor claims of privilege recognized at law. Arbitration rules and forms may be obtained from AAA at https://www.adr.org. In order to initiate arbitration with the AAA, Customer may be responsible for paying a filing fee to the AAA, however, in the event Customer is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, IEX Cloud will reimburse as much of Customer’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. There will be no right or authority for any claims to be arbitrated on a class action or representative basis. Customer understands and agrees that, by accepting this Agreement, Customer and IEX Cloud are each waiving the right to a trial by jury or to participate in a class action with respect to the claims covered by this mandatory arbitration provision. Customer is thus giving up its right to go to court to assert or defend its rights. Customer’s rights will be determined by a neutral arbitrator, and not a judge or jury.
All claims Customer brings against IEX Cloud or its Representatives must be resolved in accordance with this arbitration provision, except that IEX Cloud may seek equitable relief in a court of competent jurisdiction of the State of New York in accordance with the laws of the State of New York for infringement or other misuse of intellectual property rights as well as for any other breach of this Agreement. All claims filed or brought by Customer contrary to this provision will be considered improperly filed and void. Should Customer file a claim contrary to this arbitration provision, IEX Cloud will notify Customer in writing of the improperly filed claim, and Customer must promptly withdraw the claim. If Customer fails to promptly withdraw the claim after receiving written notice from IEX Cloud, IEX Cloud may recover its reasonable attorneys’ fees and costs incurred to enforce this arbitration provision.
If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein.
20.1 Entire Agreement. This Agreement comprises the entire agreement between Customer and IEX Cloud relating to Customer’s access to and use of the Apperate Services, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation prior versions of this Agreement).
20.2 Severability. If any provision of this Agreement is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect.
20.3 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver and a single or partial exercise of any right shall not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right. Any waiver must be in writing and signed by the waiving party and shall be effective only in the specific instance and for the purpose given.
20.4 No Third-party Beneficiaries. This Agreement do not create any third-party beneficiary rights except as expressly provided herein. Notwithstanding the foregoing, the IEX Cloud Parties are intended third-party beneficiaries of this Agreement.
20.5 Assignment. IEX Cloud (and each of its permitted assignees, transferees, or delegees) may freely assign, transfer, or delegate all rights and obligations under this Agreement fully or partially without notice to Customer. Customer may not assign, transfer, or delegate any rights or obligations under this Agreement, including in connection with a change of control or by operation of law, without the prior written consent of IEX Cloud, except to an Affiliate where: (a) the assignee, transferee, or delegee, as applicable, has agreed in writing to be bound by this Agreement; (b) the assigning, transferring, or delegating party, as applicable, remains liable for obligations under this Agreement if the assignee, transferee, or delegee, as applicable, defaults on them; and (c) the assigning, transferring, or delegating party, as applicable, has notified the other party of the assignment, transfer, or delegation, as applicable. Assignment, transfer, or delegation by Customer will not relieve Customer of its obligations under this Agreement. Any attempted assignment, transfer, or delegation in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each party’s successors or permitted assigns.
20.6 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.
20.7 Independent Contractors. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the parties.
20.8 Notices. Notices will be treated as delivered on the date received if personally delivered or immediately upon receipt if delivered by email or other electronic transmission. Notices to IEX Cloud must be in writing and sent via email to support@iexcloud.io, with a copy (which shall not constitute notice) sent via email to legal@iexcloud.io for all legal notices. Notices to Customer will be sent to the individual at the address Customer identifies on its Account as its contact for notices. IEX Cloud may send notices and other information to Customer by email or other electronic form, including its website or via the Admin Console.
20.9 Survival. The terms of this Agreement that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement will survive termination or expiration, including all indemnity obligations, confidentiality obligations, and related procedures.
“Account” means Customer’s IEX Cloud account for accessing the Apperate Services.
“Acceptable Use Policy” means IEX Cloud’s acceptable use policy for the Apperate Services, as may be amended from time to time, available at https://iexcloud.io/terms/#aup or its successor site(s).
“Additional Terms” means any policies or additional terms relating to the Apperate Services, including but not limited to, the Acceptable Use Policy, Pricing Policy, Technical Support Services Guidelines, Referral Program Terms, IEX Cloud Apperate Launch Stages Guidelines, OpenID and OAuth Additional Terms of Service, Privacy Policy, and any other documentation incorporated herein by reference, in each case as may be amended from time to time.
“Admin Console” means the online console(s) and/or tool(s) provided by IEX Cloud to Customer for administering the Apperate Services and managing Customer’s subscription to the Apperate Services.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.
“Apperate Services” means the products and services along with any associated APIs provided by IEX Cloud, including without limitation IEX Cloud Core Data, as may be updated from time to time, listed at https://iexcloud.io/products or its successor site(s).
“Application(s)” means any web or other application Customer creates using the Apperate Services, including any source code written by Customer to be used with the Apperate Services.
“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.
“Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer to the Apperate Services.
“Customer End Users” means the individuals or entities Customer permits to use the Application(s).
“Customer Usage Data” means usage, operations, and technical data related to Customer’s access to and use of the Apperate Services, including but not limited to query logs and metadata.
“Documentation” means the IEX Cloud documentation relating to the access to and use of the Apperate Services, as may be amended from time to time, available at https://iexcloud.io/documentation/ (Apperate Documentation), https://iexcloud.io/docs (Apperate API Docs), and https://iexcloud.io/docs/api (IEX Cloud Legacy API Docs), or their successor sites.
“Early Access Products and Features” means certain products, features, services, or software that are not yet generally available, which are labeled as “Early Access”, “Alpha”, “Beta”, or as otherwise specified in the IEX Cloud Apperate Launch Stages Guidelines.
“Feedback” means ideas, suggestions, enhancement or feature requests, comments, recommendations, corrections, or other feedback about the Apperate Services provided to IEX Cloud by Customer and Customer End Users.
“Fees” means the applicable fees for subscribing to the Apperate Services and any applicable Taxes.
“HIPAA Data” means any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act, as amended and supplemented, (“HIPAA”) or any similar federal or state laws, rules or regulations.
“IEX Cloud Apperate Launch Stages Guidelines” means the guidelines for the access to and use of Early Access Products and Features, as may be amended from time to time, available at https://iexcloud.io/terms/#pls or its successor site(s).
“IEX Cloud Core Data” means certain financial data relating to stocks, forex, cryptocurrencies, and other financial instruments, as may be updated from time to time, which is provided as part of the Apperate Services. IEX Cloud Core Data includes all endpoints listed in the Documentation.
“IEX Cloud Technical Support Services Guidelines” means IEX Cloud’s technical support services guidelines for the Apperate Services, as may be amended from time to time, available at https://iexcloud.io/terms/#tssg or its successor site(s).
“Pricing Policy” means the IEX Cloud pricing policy for the Apperate Services, as may be amended from time to time, available at https://iexcloud.io/pricing/ or its successor site(s).
“Privacy Policy” means the IEX Cloud privacy policy, as may be amended from time to time, available at https://iexcloud.io/privacy/ or its successor site(s).
“Representatives” means a party’s employees, officers, directors, Affiliates, contractors, advisors, subcontractors and consultants.
“SLA” means the IEX Cloud service level agreement, as may be amended from time to time.
“Subscription Period” means the term of a Customer’s subscription to the Apperate Services, which is either: (a) the calendar month(s), commencing from the 1st of such month, for Customers enrolled in monthly billing, regardless of whether or not a Customer subscribes on the 1st of the month, or (b) the year(s) commencing from the date on which the Customer subscribes, for Customers enrolled in annual billing.
“Taxes” means any duties, customs fees, or taxes (other than IEX Cloud’s income tax) associated with the purchase of a subscription to the Apperate Services, including any related penalties or interest.
This IEX Cloud Acceptable Use Policy supplements the IEX Cloud Terms of Service (the “Agreement”). Access to and use of the Apperate Services is subject to this Acceptable Use Policy. All capitalized terms used herein that are not defined in this Acceptable Use Policy shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and this Acceptable Use Policy, this Acceptable Use Policy shall govern.
This Acceptable Use Policy may be updated by IEX Cloud from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of this Acceptable Use Policy to https://iexcloud.io/terms/#aup or its successor site(s).
Customer agrees not to, and not to allow third parties to, access or use the Apperate Services, in each case in IEX Cloud’s sole discretion:
These IEX Cloud Apperate Launch Stages Guidelines supplement the IEX Cloud Terms of Service (the “Agreement”). Access to and use of Early Access Products and Features relating to the Apperate Services is subject to these IEX Cloud Apperate Launch Stages Guidelines. All capitalized terms used herein that are not defined in these IEX Cloud Apperate Launch Stages Guidelines shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and these IEX Cloud Apperate Launch Stages Guidelines, these IEX Cloud Apperate Launch Stages Guidelines shall govern.
These IEX Cloud Apperate Launch Stages Guidelines may be updated by IEX Cloud from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of these IEX Cloud Apperate Launch Stages Guidelines to https://iexcloud.io/terms/#pls or its successor site(s).
These IEX Cloud Technical Support Services Guidelines supplement the IEX Cloud Terms of Service (the “Agreement”). The provision of technical support services by IEX Cloud to Customer relating to the Apperate Services is subject to these IEX Cloud Technical Support Services Guidelines. All capitalized terms used herein that are not defined in these IEX Cloud Technical Support Services Guidelines shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and these IEX Cloud Technical Support Services Guidelines, these IEX Cloud Technical Support Services Guidelines shall govern.
These IEX Cloud Technical Support Services Guidelines may be updated by IEX Cloud from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of these IEX Cloud Technical Support Services Guidelines to https://iexcloud.io/terms/#tssg or its successor site(s).
1.1 Customer Eligibility. All Customers of the Apperate Services are eligible for technical support services as outlined herein. Customer is solely responsible for providing technical support services to Customer End Users; IEX Cloud will not provide technical support services to Customer End Users.
1.2 Customer Efforts to Fix Errors; Support Request Submission. Before making a Request to IEX Cloud, Customer will use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect without escalation to IEX Cloud. Customer may submit a Request through the Admin Console if such reasonable efforts do not fix such error, bug, malfunction, or network connectivity defect.
1.3 Priority Designations. Customer will designate a priority on its submission of Requests. IEX Cloud will review Customer’s priority designation and may change Customer’s priority designation in its sole discretion if IEX Cloud believes it is incorrect. IEX Cloud will inform Customer of such change in its response to the support Request. Any priority designation assigned by IEX Cloud is final and binding on Customer.
1.4 Procedures for Acknowledgement and Resolution of Requests. When making a Request, Customer will provide all requested diagnostic information and assist IEX Cloud Support Personnel as may be required to resolve a Request.
1.5 Request Acknowledgement. IEX Cloud may respond to a Request by acknowledging receipt of the Request. Customer acknowledges and understands that IEX Cloud may be unable to provide answers to, or resolve all, Requests.
1.6 Feature Requests. If IEX Cloud deems a Request to be a Feature Request, IEX Cloud will log the Request for consideration to add to a future update or release of the Apperate Services and will consider the matter closed. IEX Cloud has no obligation to respond to or resolve any Feature Request or to include any Feature Request in any future update or release of the Apperate Services.
1.7 Building Applications. IEX Cloud has no obligation to write or build any Applications or write code to facilitate the access to or use of the Apperate Services by any Applications.
1.8 Early Access, Alpha, and Beta. IEX Cloud has no obligation to provide technical support services for Early Access, Alpha, or Beta versions, features, or functionality of the Apperate Services, However, IEX Cloud will consider Requests at such development stages on a case-by-case basis.
2.1 Designated Contacts. Customer shall specify certain Designated Contacts in the Admin Console. Only Customer’s Designated Contacts are permitted to contact IEX Cloud for technical support services.
2.2 Support Hours and Target Initial Response Times. IEX Cloud will process Requests during the Hours of Operation, unless otherwise indicated in these IEX Cloud Technical Support Services Guidelines. Any Requests received outside the Hours of Operation will be logged and processed during the next Business Day. Initial response times are on "best effort" basis.
3.1 Maintenance. To ensure optimal performance of the Apperate Services, IEX Cloud performs periodic Maintenance. In most cases, Maintenance will have limited or no negative impact on the availability and functionality of the Apperate Services. If IEX Cloud expects planned Maintenance to negatively affect the availability or functionality of the Apperate Services, IEX Cloud will use commercially reasonable efforts to provide at least 7 days’ advance written notice of the Maintenance. In addition, IEX Cloud may perform emergency unscheduled Maintenance at any time. If IEX Cloud expects emergency unscheduled Maintenance to negatively affect the availability or functionality of the Apperate Services, IEX Cloud will use commercially reasonable efforts to provide advance written notice of such Maintenance. IEX Cloud may provide any notice to Customer under this Section: (a) by sending an email to the Notification Email Address, or (b) through the Admin Console.
3.2 Language Support Generally. IEX Cloud will provide all support under these IEX Cloud Technical Support Services Guidelines in the English language.
3.3 Support Data Processing Activities. IEX Cloud collects and processes Support Data for the purpose of providing technical support services under these IEX Cloud Technical Support Services Guidelines and maintaining the Apperate Services. For more information, see the IEX Cloud Privacy Policy at https://iexcloud.io/privacy/.
These IEX Cloud Referral Program Terms supplement the IEX Cloud Terms of Service (the “Agreement”). Customer’s participation in IEX Cloud’s referral programs for the Apperate Services (“Referral Programs”) to receive IEX Cloud credits or other discounts (each, a “Referral Reward”) is subject to these IEX Cloud Referral Program Terms. All capitalized terms used herein that are not defined in these IEX Cloud Referral Program Terms shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and these IEX Cloud Referral Program Terms, these IEX Cloud Referral Program Terms shall govern. The IEX Cloud Referral Program is void where prohibited.
These IEX Cloud Referral Program Terms may be updated by IEX Cloud from time to time upon written notice, which may be provided through the Apperate Services or by posting an updated version of these IEX Cloud Referral Program Terms to https://iexcloud.io/terms/#referrals or its successor site(s).
By accepting and sharing Customer’s referral link, or by signing up with a referral link, Customer is agreeing to be bound by these IEX Cloud Referral Program Terms. Any violation of these IEX Cloud Referral Program Terms will prevent Customer from participating in any Referral Program (now or in the future) and could also result in the forfeiture or retraction of IEX Cloud credits or other Referral Rewards earned through the Referral Program, and even the deactivation of Customer’s IEX Cloud Account.
1. Who is eligible to make referrals?
Anyone may make referrals who has an IEX Cloud Account in good standing. Referrals can be made by any type of IEX Cloud customer.
2. Who is eligible to be referred?
You may refer your friends, family, and other people you know or don’t know to IEX Cloud. New customers can only be referred once, so if someone else has referred them and they have accepted that invitation, they will not be able to accept your referral invitation.
In order for you to be eligible for a Referral Reward, someone referred by you must meet all of the following requirements:
Currently, the only active Referral Program requires anyone you refer to:
3. How do I earn my Referral Reward?
As long as you and the person you refer follow these IEX Cloud Referral Program Terms and the Agreement, you should receive your Referral Reward after the person you refer uses your referral link to sign up with IEX Cloud and completes one successful payment for a full subscription term, either monthly or annual. Cancelled or fraudulent payments will not be counted.
Referral Rewards are set at 10% of the subscription fee for only the first invoice a customer pays for a full subscription term, monthly or annual. Some examples of Referral Rewards are:
IEX Cloud issues Referral Rewards on the 20th of month. On the 20th of the month, you will get Referral Rewards for anyone you have referred who has paid their first invoice for a full monthly or annual subscription term since the last time Referral Rewards were issued.
Once a Referral Reward is awarded, it will be applied to your next invoice. A Referral Reward may be applied to multiple invoices if the Referral Reward amount is greater than the charges in your next issued invoice.
If a Referral Reward is not fully applied within a year of the date it is awarded, the remaining Referral Reward credit amount expires and is no longer eligible to be applied to future invoices.
IEX Cloud reserves the right to set a limit on the number of times you may use your referral link. The requirements for receiving, and the amounts of, Referral Rewards are subject to change at IEX Cloud's sole discretion. Referral Rewards in the form of IEX Cloud credits are not transferable, have no cash value, and may expire.
4. How can I use my referral link?
IEX Cloud wants you to share your referral link and earn Referral Rewards, but there are some restrictions. You may not do any of the following:
Remember, when you share your referral link, you should explain that you are an IEX Cloud customer taking part in this Referral Program.
5. Termination and changes
IEX Cloud reserves the right to change, end, or pause any Referral Program, and the ability of any particular IEX Cloud customer to participate in any Referral Program or receive Referral Rewards, at any time for any reason in its sole discretion, including but not limited to suspected fraud, abuse, or any violation of these Referral Terms and any other agreement between you and IEX Cloud.
If IEX Cloud ends any Referral Program, any unused or unredeemed Referral Rewards may be forfeited at that time, provided IEX Cloud will give you 30 days of notice to use or redeem your Referral Rewards.
These IEX Cloud OpenID and OAuth Additional Terms of Service supplement the IEX Cloud Terms of Service (the “Agreement”). Customer’s use of the OpenID and OAuth services is subject to these IEX Cloud OpenID and OAuth Additional Terms of Service. All capitalized terms used herein that are not defined in these IEX Cloud OpenID and OAuth Additional Terms of Service shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and these IEX Cloud OpenID and OAuth Additional Terms of Service, these IEX Cloud OpenID and OAuth Additional Terms of Service shall govern.
These IEX Cloud OpenID and OAuth Additional Terms of Service may be updated by IEX Cloud from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of these IEX Cloud OpenID and OAuth Additional Terms of Service to https://iexcloud.io/terms/#oauth or its successor site(s).