HedgeChatter API Terms of Service
Last Updated on December 1, 2013
This Application Programming Interface License Agreement (the “Agreement”) dated as of the date of acceptance by means of a click-through, is made by HedgeChatter, Inc, a Delaware Corporation (“HedgeChatter”) and the user designated by the registration data provided herewith (“Licensee”).
THIS LICENSE AGREEMENT GOVERNS YOUR USE OF THE HEDGECHATTER APPLICATION PROGRAMMING INTERFACE (API) PROTOCOLS AND ACCESS KEY PROVIDED TO YOU BY HEDGECHATTER (REFERRED AS THE “HEDGECHATTER API”) IN ORDER TO ACCESS FUNCTIONALITY OF THE HEDGECHATTER WEBSITE OR RECEIVE OR TRANSMIT DATA TO OR FROM THE HEDGECHATTER WEBSITE (REFERRED TO AS THE “HEDGECHATTER DATA”) .
READ THIS LICENSE CAREFULLY BEFORE CLICKING ON “I ACCEPT”. IF YOU DO NOT AGREE WITH THESE TERMS, THEN CLICK “CANCEL”. YOUR CONTINUED USE OF THE HEDGECHATTER API TO OPERATE ANY FUNCTIONALITY OF THE HEDGECHATTER WEBSITE OR ACCESS ANY HEDGECHATTER DATA SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING ANY CHANGES THAT HEDGECHATTER MAKES TO SUCH TERMS AND CONDITIONS PRIOR TO SUCH CONTINUED USE.
YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD.
THE HEDGECHATTER API, HEDGECHATTER DATA AND HEDGECHATTER WEBSITE ARE PROVIDED AS IS. YOU AGREE THAT ANY USE OF THE HEDGECHATTER API, HEDGECHATTER DATA AND HEDGECHATTER WEBSITE IS AT LICENSEE’S (YOUR) SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL HEDGECHATTER, INC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE HEDGECHATTER API, HEDGECHATTER DATA OR HEDGECHATTER WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPECIFICALLY, LICENSEE (YOU) AGREE THAT HEDGECHATTER, INC IS NOT RESPONSIBLE FOR ANY DAMAGES INCURRED BY LICENSEE (YOU) INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF REPUTATION, DEFAMATION, COPYRIGHT OR PATENT INFRINGEMENT, LOSS OF DATA, DISCLOSURE OF DATA, OR CLAIMS BY THIRD PARTIES, OR FOR OTHER COSTS OR CLAIMS.
LICENSE: Subject to compliance with all of the terms of this license, HEDGECHATTER hereby grants Licensee a non-exclusive, paid-up, royalty-free, non-transferrable right and license, throughout the world, without the right to sublicense to operate the HEDGECHATTER API and to integrate one or more parts of the HEDGECHATTER API into Licensee’s website, mobile or desktop application (the “Application”) solely for use by Licensee’s end users, and to display the HEDGECHATTER Data on such Application, but not for any kind of re-distribution of the HEDGECHATTER Data, whether instantaneous or as copies of archived data, whether whole or in part.
Subject to compliance with all of the terms of this license, HEDGECHATTER, Inc., hereby grants Licensee a limited, at-will, non-exclusive, non-transferrable license without the right to sublicense to (i) display on Licensee’s Application the HedgeChatter trademark and logo and (ii) use, copy, transmit and operate the components of the HEDGECHATTER code library solely in order that the Application display messages in accordance with the Content Display Requirements. Use of all or part of the HEDGECHATTER code is at your sole and absolute risk. Any goodwill arising from use of the HEDGECHATTER trademark or logo shall inure to the sole benefit of HEDGECHATTER.
Any rights not expressly granted hereunder are reserved by HEDGECHATTER. You agree that there are no implied rights granted by this Agreement.
YOU AGREE THAT YOU SHALL NOT ATTEMPT TO ENTER PARTS OF THE HEDGECHATTER WEBSITE THAT YOU ARE NOT AUTHORIZED TO ENTER, TAMPER WITH THE HEDGECHATTER WEBSITE, ATTEMPT TO ACCESS ANY DATA YOU ARE NOT AUTHORIZED TO ACCESS, ATTEMPT TO EXERCISE ANY API OTHER THAN THAT LICENSED HEREUNDER, ATTEMPT TO DISABLE OR IMPAIR THE HEDGECHATTER WEBSITE, OR USE THE HEDGECHATTER WEBSITE TO COMMIT ANY CRIMINAL ACT OR INTENTIONAL INJURY OF ANY THIRD PARTY.
LICENSEE APPLICATION REQUIREMENTS: The rights granted in the HEDGECHATTER API and HEDGECHATTER Data are subject to the Licensee’s Application meeting the following requirements:
Licensee’s Application shall display all messages returned by the HEDGECHATTER API in their entirety, in the order they are received and not selectively display or delete messages from the data stream;
Licensee’s Application shall not block, re-order or otherwise alter any messages that may be promotional or paid placements within the streams;
Licensee’s Application may cache or store HEDGECHATTER Data for the operation of its service, however any messages contained within the HEDGECHATTER Data cannot be stored for more than 30 days for any purpose;
If Licensee’s Application displays HEDGECHATTER Data as a message stream, then the Licensee Application shall not co-mingle any similar native or third-party messages with the HEDGECHATTER Data stream;
RESTRICTIONS ON THE LICENSEE: The rights granted hereunder are conditioned on the Licensee, Licensee’s Application and Licensee’s end-users abiding by the following restrictions:
Licensee shall not create, disclose, sell, or display any information derived by analysis of the HEDGECHATTER Data or the HEDGECHATTER API, including, without limitation, any message trend information, sentiment information, HEDGECHATTER messaging performance or any summaries of the foregoing or any other kind of algorithmic products using the HEDGECHATTER Data or HEDGECHATTER Website ;
Licensee shall not use the HEDGECHATTER Data or HEDGECHATTER API to compete with HEDGECHATTER including, without limitation using the HEDGECHATTER API and HEDGECHATTER Data to offer a product or service consisting primarily of HEDGECHATTER Website functionality, as determined by HEDGECHATTER in its sole and absolute discretion;
Licensee shall and the users of Licensee’s Application shall enter into and comply with HEDGECHATTER Terms of Service.
Licensee shall not use the HEDGECHATTER API to transmit any messages that are primarily commercial solicitations into the HEDGECHATTER message stream;
Licensee shall not violate any Federal rule or guideline or any other applicable law regarding the transmission of messages that are commercial advertising, offers or solicitations of any kind.
Licensee shall not and shall not permit Licensee’s users to use the HEDGECHATTER API or HEDGECHATTER Data to violate any Federal, State security law or the law of any other jurisdiction that governs trading in securities;
Licensee shall not alter, modify or adapt the HEDGECHATTER Website, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works of the HEDGECHATTER Website;
Licensee and Licensee’s end-users shall not transmit into the HEDGECHATTER message stream any (i) defamatory message; (ii) harassing or pornographic message; (iii) computer virus, keylogger, bot or other malicious code or link to such code, (iv) any data or content that infringes the copyright of any third party or (v) message containing misleading or incorrect information about a security that Licensee knows or has a reasonable suspicion is designed to induce one or more third parties to make a security trade in such security.
TERMINATION: HEDGECHATTER and Licensee may terminate this Agreement at any time, for any reason or no reason. This license and Licensee’s right to use the HEDGECHATTER API, HEDGECHATTER Website and HEDGECHATTER Data shall automatically terminate and revert in the event Licensee, Licensee’s Application or any of Licensee’s end-users fail to comply with any provision of this Agreement. Upon termination, HEDGECHATTER shall have the right to terminate the Licensee’s HEDGECHATTER account and delete any data contained in the account.
ACKNOWLEDGMENT: Licensee acknowledges that: (i) HEDGECHATTER is under no obligation to repair, operate, maintain or continue to operate the HEDGECHATTER API or provide the HEDGECHATTER Data and that these functions may fail from time to time, (ii) HEDGECHATTER may alter the HEDGECHATTER API from time to time, which may cause malfunction of Licensee’s Application and (iii) that Licensee is solely responsible to revise or maintain their Application in order that it is compatible with any revisions of the HEDGECHATTER API or HEDGECHATTER Website.
REPRESENTATION: The person assenting to this Application Programming Interface License Agreement represents and warrants that it has the right and power to enter into this Agreement and that all of the registration information provided to HEDGECHATTER is accurate.
MISCELLANEOUS: The following provisions shall apply to this Agreement and survive termination of this Agreement:
This Agreement shall be construed under the laws of the State of Texas, without the application of its conflict of law rules or principles. Licensee agrees that the exclusive venue for any dispute arising hereunder is the state and federal courts located in Dallas County, Texas, USA. Licensee waives any claim that such a venue is an inconvenient forum.
Licensee agrees to indemnify and hold HEDGECHATTER, its subsidiaries and affiliates, and each of their members, shareholders, managers, directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with Licensee’s use of the HEDGECHATTER API, any content Licensee or Licensee’s end-users post or share on or through HEDGECHATTER, Licensee’s user’s conduct in connection with the use of the HEDGECHATTER API or HEDGECHATTER Website, or any breach of the terms of this Agreement. This indemnity shall survive any termination or cessation of use by Licensee or Licensee’s end-users of the HEDGECHATTER API or HEDGECHATTER Website.
Licensee shall neither assign nor delegate its rights or obligations hereunder in whole or in part to any person without the prior written approval of HEDGECHATTER. Any purported assignment in breach of this agreement is and shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. This agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and cannot be changed except by an instrument signed by an officer of HEDGECHATTER and an officer of Licensee. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restriction of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Licensee agrees that breach of this Agreement by Licensee will cause irreparable harm to HEDGECHATTER, for which monetary damage would be difficult to ascertain or insufficient to remedy, thereby entitling HEDGECHATTER to immediate, injunctive relief without the requirement of posting bond or paying costs.