Please note that the terms are subject to change by the company at its sole discretion at any time.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Licensee desires to license the certain of Financial Modeling Prep SAS (“Company”) application programming interfaces and their associated tools and documentation, (“APIs”), that are designed to permit Licensee to receive data and content (“Content”) from the Company’s proprietary database so that Licensee can create an application or service or enhance an existing application or service (Licensee’s “Application”).
Subject to the terms and conditions of this Agreement, Company grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license under Company’s intellectual property rights during the term of this Agreement (a) to use the APIs to develop, test, and support the Application; (b) to distribute or allow access to Licensee’s integration of the APIs within the Application to end users of the Application; and (c) to display the Content received from the APIs within the Application. Licensee has no right to distribute or allow access to the stand-alone APIs.
Licensee’s use of the APIs and display of the Content must comply with the technical documentation, usage guidelines call volume limits, and other documentation (“Developer Documentation”) maintained at Company’s developer site located at https://financialmodelingprep.com/developer/docs (“Developer Site”). In the event of any conflict between the Developer Documentation and this Agreement, this Agreement shall retain paramountcy.
Except as expressly and unambiguously authorized under this Agreement or by Company in writing, Licensee shall not (i) use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement or the Developer Documentation, or breach any laws or regulations, or violate the rights of third parties; (ii) use the APIs in a manner that, as determined by Company in its sole discretion, exceeds reasonable request volume, constitutes excessive and unwarranted purposes; (iii) use the APIs in conjunction with, or combine content from the APIs with, Company content obtained through scraping or any other means outside the official Company APIs; (iv) interfere with or disrupt Company services or servers or networks connected to Company services, or disobey any requirements, procedures, policies or regulations or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Developer Documentation; (v) incite purposeful disruption on the networks connected to Company services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the APIs.
The Company grants to the Licensee the Term to a non-exclusive, non-transferable, non-sublicensable (except as expressly set forth below) license to access and use the Services for the Licensees purposes, withholding subject to the use restrictions set forth in Sections 5, 9, 10, 11, and 12. Accordingly, the Company may grant sublicenses under the foregoing license only to (i) its Affiliates and (ii) Authorized Users for the sole purpose of accessing the Services for business purposes. The Licensee will be responsible for entering into agreements with its Authorized Users that are at least as protective as these Sections 6.1, 6.2, 6.3, and 6.4 and shall be responsible to The Company for compliance with the restrictions on use and other terms and conditions of this Agreement by any such Affiliates and Authorized Users.
The Company hereby grants Licensee during the Term a non-exclusive, non-transferable, non-sublicensable license to use the Data produced by the Application and APIs solely for use by the Licensee. The Company acknowledges that the Licensee should utmostly comply with the restrictions on use and other terms and conditions of this Agreement.
The Company will not (and will not permit any third party or any Authorized User to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Services or Data, or of any files contained in or generated by the Services; (ii) copy, modify, adapt or translate the Services or Data, or otherwise make any use, resell, distribute or sublicense the Services or Data, in whole or in part, other than pursuant to the provisions of this Agreement; (iii) make the Services available on a “service bureau” basis or allow any parties other than the Licensee’s Affiliates, the Authorized Users and End Customers to use the Services or Data subject to the terms of this Agreement; (iv) disclose the Services, Data or any components therein, in whole or in part, to third parties, other than Licensee’s Affiliates, the Authorized Users and End Customers to the extent permitted under this agreement; (v) remove or modify any proprietary marking or restrictive legends placed on the Services or Data; (vi) use the Services or the Data in violation of any Applicable Law to Company, its Authorized Users or End Customers; or (v) interfere with or disrupt the integrity or performance of the Services or Data; (vi) attempt to gain unauthorized access to the Services, or its related systems or networks, or Data; (vii) permit direct or indirect access to and use of the Services or Data in a way that circumvents any contractual usage limits; (viii) access or use the Services or Data for benchmarking or similar competitive analysis purposes, for publishing or otherwise making available to the public any analysis of the Service or Data, or for the purpose of building a competitive product or service; (ix) modify, translate or create derivative works based on the Services (or any underlying software) or Data; (x) use the Services and the Data in excess of the query usage limitations set forth on Section 17. The Company may suspend access to the Service or Data for the Company, Company’s Affiliates and/or any Authorized Users pending an investigation of misuse upon providing Company notice of the reason for suspension of access to the Services or Data.
The Licensee shall include the attribution statement “Data Sourced by Financial Modeling Prep” in any product or service documentation provided by the Licensee to End Customers and on the product or service pages on the Licensee’s website applicable to Data, in each case in a manner that sufficiently communicates to End Customers that Financial Modeling Prep is the source of the Data.
The Licensee acknowledges and agrees that Financial Modeling Prep fingerprints Data to track the downstream distribution of its Data.
As between the Company and the Licensee, Financial Modeling Prep retains title to and ownership of the Services and the Documentation, including all copyrights and other intellectual property rights relating thereto. The Licensee will have no rights with respect to the Services or the Documentation other than those expressly granted under this Agreement.
As between the parties, Company owns all rights, title, and interest in and to the APIs and to all output and executables of the APIs, and, subject to the foregoing, Licensee owns all rights, title, and interest in and to the Application. Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title, or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed withheld. All data must be deleted when your subscription to that data ends. You hereby agree to not redistribute or share access to data or derived results from the data obtained from Financial Modeling Prep API with anybody or any third party without written approval from Financial Modeling Prep. All plans listed on Financial Modeling Prep website are strictly for personal use unless explicitly stated otherwise. The personal plan can’t be used by any business even internally without written approval from Financial Modeling Prep.
The Parties agree to the following Payment and Payment Terms: Licensee shall pay the fees set forth in the service and/or order form, or if no such form is entered into, based on the decreed agreement between the Company and Licensee. If based on Company invoices, such fees shall be payable within fifteen (15) days from the date on the applicable invoice. Licensee shall also pay all sales, use, value-added and other taxes, tariffs, and duties of any type assessed against Company except for taxes on Company’s income. The company may disable API or Platform access in the event of a failure to pay. We do not offer refunds for any plans on our website. It’s your duty to cancel the subscription on time. You hereby agree to not charge back against our company in case of a dispute without reaching out to our support first.
Licensee agrees to report to Company any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. This is done in order to rectify and amend any issues that the Licensee might face throughout the Agreement’s duration. Furthermore, if you have any questions, complaints, or claims with respect to Company Properties, please contact us through our proper channels at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation regarding the issue that the Licensee might encounter during the duration of this Agreement.
Licensee shall endeavor to inform Company with respect to the interoperability and compatibility of Licensee’s products with Company’s management systems as contemplated herein, and any issues or problems with respect thereto; Licensee will ensure to strive its utmost efforts to achieve full interoperability and compatibility with the agreed-upon proprietary materials (including herewith the Application, Content, Platform, and Data respective APIs).
The API (including, without limitation, all improvement, derivatives, modifications, and the like) constitutes as the Company’s confidential information (“Confidential Information”). Licensee hereby agrees (i) to hold the Confidential Information in confidence and to take reasonable and utmost precautions to protect such Confidential Information (including, without limitation, all precautions the Licensee employs with respect to its own confidential materials); (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below); (iii) not to use any Confidential Information except for the purposes set forth in this Agreement; and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing. Licensee acknowledges and agrees that due to the unique nature of the Company’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Company shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
Licensee agrees that Company shall have no liability whatsoever for (i) any use Licensee makes of the API or (ii) Licensee’s Application. Licensee shall indemnify and hold harmless Company from any and all claims, damages, liabilities, costs, and fees (including reasonable attorneys’ fees) arising from (i) or (ii).
The parties acknowledge that the API, Content and any services are provided “AS IS.” EXCEPT FOR BODILY INJURY, THE COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE API OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE HEREAFTER ASSENT UPON IN THIS AGREEMENT.
THE COMPANY AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN THE AGGREGATE OF THE AMOUNT PAID OR PAYABLE BY LICENSEE UNDER SECTION 8 (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP SHALL BE FIVE HUNDRED DOLLARS (US$500.00). COMPANY AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
This Agreement shall continue until terminated as set forth in this section or for the term set forth in the applicable services or order form entered into by the parties. Either party may terminate this Agreement at any time. Any termination of this Agreement shall also terminate the licenses granted hereunder to be immediately imposed. As such, all provisions of the Terms which were assent upon, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability, be promptly terminated. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Company’s Confidential Information, and shall so certify to Company that such actions have occurred.
If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of the API are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
A rate limiter set by this Agreement seeks to limit the number of requests received by the API within any given second. For most APIs, Financial Modeling Prep allows up to 10 requests per second. Treat these limits as maximums that are set in place in order to prevent unnecessary load on the APIs, which, when exceeded, could debilitate the APIs operatibility. If the licensee perceives rate-limited requests that steeping the set maximum rate limit, accordingly contact support in order to ensure the operability function of the APIs. Understand that the Company reserves the discretion to either reduce the underlined limits to the agreed-upon APIs to prevent abuse or increase limits to enable high-traffic applications. To request an increase in the rate limit, please contact support. If the Licensee seeks to request a large increase in the rate limit, accordingly contact and inform the Company 14 business days in advance of when the Licensee would need the increased rate limit. Membership and access to this API may be ended at any time, and without cause, by the Financial Modeling Prep. You recognize and concur that we may terminate your password or account or deny access to the Service without earlier notice if you violate any of our Terms. We know it is tempting to skip these Terms of Service, but it is important to establish what you can expect from us as you use Financial Modeling Prep services, and what we expect from you, if you don't agree with them, then do not use the Services offered by the Company.
If you have any questions, please contact Financial Modeling Prep at firstname.lastname@example.org