Last updated: April 21, 2022


THIS SERVICES SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered into by and between Financial Modeling Prep (“FMP”) and Customer (as defined in the applicable Order Form or customer account). This Agreement describes the terms under which FMP will make its services available to Customer.


FMP reserves the right to change the Services Subscription Agreement from time to time. You should review the Services Subscription Agreement regularly. It can be found at https://site.financialmodelingprep.com/terms-of-service. The changes will become effective thirty (30) days after they are posted, except if the changes apply to new functionality, in which case they will be effective immediately. If you do not agree to the modified terms for the Service, You may stop using the service at any time. If you continue to use the Service, You will be deemed to have accepted the modifications.


The parties agree as follows:


1. ORDERING AND SUBSCRIPTION PERIOD


1.1 Ordering. By executing one or more Order Forms under this Agreement or by signing up for a FMP account, Customer may obtain access to use proprietary FMP data and content (“Data”) through one or multiple application program interfaces or other delivery methods (“FMP APIs”). Data and the FMP APIs shall be collectively referred to as The Services (“The Services”). The specific Data and FMP APIs made available to Customer are identified in the Order Form or in Customer’s FMP account. All use of the Services by Customer is subject to the terms and conditions of this Agreement and any applicable Order Forms.


1.2 Subscription Period. The period of access to The Services will be specified in the applicable Order Form (“Subscription Period”) and if no Order Form is executed, or no period is specified, the Subscription Period will be twelve (12) months. An Order Form is not cancelable by Customer during a Subscription Period. At the end of the initial Subscription Period, the Subscription Period will automatically renew for successive one (1) year terms. Any renewals will be at FMP’s then current rates.


1.3 Data and FMP APIs access. Access to the Data and FMP APIs will be specified in the applicable Order Form. Customers will be rate limited to a specific volume of requests to the FMP APIs and Data in the applicable Order Form or specified on the pricing page if directly subscribed without order form.


1.4 No Refunds. All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances. Financial Modeling prep plan purchases are non-refundable.


1.5 By default, your subscription is set to automatically renew at the end of your subscription. At any point during your subscription, you can upgrade to a different subscription. You'll upgrade to your new subscription level immediately, and your credit card will be charged accordingly.


If the auto-renewal fails, a seven-day grace period will be added to your subscription so that you're able to update your payment information. During this grace period, you won't lose access to anything in your Financial Modeling Prep Account or your current plan.


If you use Financial Modeling Prep and the auto-renewal fails, your storage plan will be extended for seven days so you can update your payment information. You can use those extra seven days to clear space in your account or buy a Financial Modeling Prep plan.


2. PLATFORM USE AND RESTRICTIONS


2.1 The Services License. FMP hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access the Data and FMP APIs specified in the Order Form or in Customer’s account during the Subscription Period for its internal business purposes. Should the Subscription Period end, or should Customer decline to renew their Order Form, then Customer's license to the Services specified in the Order Form will be revoked.


2.2 Data License. FMP hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to license to access and use the Data provided to Customer during the Subscription Period for its internal business purposes, to display Data to Customer’s own customers (“End Users”) on Customer’s platform or within Customer’s product and to maintain Data in Customer’s database for the purpose of performing calculations and mapping Data against Customer’s own data. Only the Customer team, use case, and product specified in the Order Form (“Permitted Data Use”) is permitted to use the Data and if no team is specified, then any Customer teams are permitted to use the Data. Should the Subscription Period end, or should the Customer decline to renew their Order Form, then Customer's license to the Data specified in the Order Form (including Data cached by Customer) will be revoked and Customer will be required to sign the FMP Data Deletion Agreement.


2.3 Account. To use the FMP APIs, you will be asked to create a FMP account. As part of the account creation process, you’ll be asked to provide your name, e-mail address, and create a password. Until you register for a FMP bs account, your access to the FMP APIs will be limited to what is available to the general public. When registering for a FMP account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must keep that information true, accurate, current. By signing up for the FMP APIs, Customer agrees that you are liable for any information that was falsified in the API sign up process and any activities that you did with a falsified name Customer acknowledges that FMP accounts are secure. You are solely responsible for all use (whether or not authorized) of the Services under your FMP account, including the quality and integrity of your Customer Data and each Customer Application (as defined below). You are not permitted to share your account login or API Key with any other individuals or companies, or to enable any other individuals or companies to use The Services. You are also solely responsible for all acts and omissions of anyone who has access to or otherwise uses any Customer Application. You agree to take all reasonable precautions to prevent unauthorized access to or use of The Services and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your FMP account. You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software, third party applications, and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.


2.4 Account Password and Security. Customer’s account with FMP will provide Customer with access to the FMP APIs and other functionality that FMP may provide from time to time. Customer shall protect its passwords and take full responsibility for Customer's own as well as any third party use of the Customer account. Customer is solely responsible for any and all activities that occur under its accounts, except for any activities performed by FMP as set forth herein. Customer agrees to notify FMP immediately upon learning of any unauthorized use of its account or any other breach of security.


2.5 The Services Modifications. FMP is constantly innovating in order to provide the best possible experience for its customers. Customer acknowledges and agrees that the form and nature of The Services that FMP provides may be modified from time to time without prior notice to you, including without limitation security patches, added functionality, and other enhancements. Changes to the form and nature of The Services will be immediately effective with respect to all versions of The Services.


2.6


2.6.1 Restrictions. Customer shall comply with, Customer shall not, and shall not permit its clients to: (i) resell, sublicense, distribute or otherwise provide access to The Services, or data or information contained in or derived from The Services, to any third party or use The Services outside the scope of the license granted herein; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile The Services or otherwise attempt to discover any source code or trade secrets related to The Services; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with The Services for any purpose without the express written consent of FMP.


2.6.2 Acceptable Data Use Policy. Customer shall comply with the FMP Acceptable Data Use Policy (“ADUP”), posted here financialmodelingprep.com/acceptable-data-use-policy at all times. Violations of the FMP ADUP will constitute a material breach of the Agreement.


2.7 Training and Support.


2.7.1 Basic Training. FMP will provide up to two (2) hours of virtual training per Customer to be delivered by a FMP representative upon request.


2.7.2 Security Training. FMP will provide up to two (2) hours of security training per Customer to be delivered virtually by a FMP representative upon request. This security training will be in addition to the basic training granted in Section 2.7.1.


2.7.3 Additional Training and Support. In consideration of Customer's payment of training and support fees indicated in an Order Form, FMP will provide the training and support services set forth in the Order Form. Training sessions will be conducted at FMP’s facility and/or at Customer's location. Customer will reimburse FMP’s reasonable travel costs and living expenses incurred by FMP employees and subcontractors for travel from FMP’s offices in connection with the performance of training services.


2.7.4 Customer Support. FMP will make The Services documentation available through its website. In addition, FMP will provide online support at info@financialmodelingprep.com.


2.8 Customer Security


Customer affirms that all locations where FMP data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that Data is accessible only by Customer, Customer’s authorized agents, and/or FMP. Customer will notify FMP of the IP and domain aliases of any location where data is stored or processed. FMP reserves the right to audit any Customer owned domains to ensure security compliance.


3. TERM OF THE AGREEMENT

The term of this Agreement commences on the Effective Date and continues until all Subscription Periods, including any renewals thereof, have been terminated.


4. CHARGES, PAYMENT AND TAXES


4.1 Fees. For FMP APIs accounts who sign up on our website, you agree to pay in accordance with the rates listed at https://site.financialmodelingprep.com/developer/docs/pricing unless otherwise set forth in an Order Form between the parties.


4.2 Credit Card Payment Terms. For FMP APIs accounts who sign up on our website, FMP will charge the credit card Customer has placed on file at the beginning of each month or year based on the plan they have agreed to on the FMP website.


4.3 Order Form Payment Terms. Should Customer enter into an Order Form, then Customer will be billed for use of The Services in accordance with the applicable Order Form. The pricing specified in an Order Form will be firm for the initial term of the Order Form. FMP may provide notice of an increase in pricing in advance of Subscription Period renewal.


4.4 Payment. Invoices will be due and payable thirty (30) days from date of invoice unless otherwise stated in a FMP Order Form and will be paid in immediately available U.S. funds by wire transfer or other method as mutually agreed to by the parties. Any invoiced amount not paid by the due date will bear a late payment charge at the rate of one and a half percent (1.5%) per month (or such lower amount as may be required by law) until paid.


4.5 Taxes. Fees do not include taxes and Customer shall pay, indemnify and hold FMP harmless from all applicable sales/use, gross receipts, value-added, GST or other tax on the transactions contemplated herein, other than taxes based on the net income or profits of FMP.


4.6 No Refunds. All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances.


5. CONFIDENTIALITY


“Confidential Information” means, subject to the use license granted in Section 10.2, any non-public information relating to or disclosed in the course of this Agreement, including The Services or information contained in or derived from The Services. The receiving party will not share Confidential Information with third parties (except as otherwise provided in this Agreement, including Section 2), will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only as permitted in this Agreement and for fulfilling its obligations under this Agreement. The receiving party will also ensure that the persons it authorizes to access Confidential information have committed themselves to confidentiality. Confidential Information does not include information that: (a) is or becomes part of the public domain through no fault of the receiving party; and (b) was already in possession of the receiving party without restriction. The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. At the request of the disclosing party, the receiving party will return all of the other party’s Confidential Information that is reduced to writing(s), drawing(s), schematic(s), or any other form of documentation, or destroy all such material, and permanently delete if in electronic form, and to certify the destruction to the disclosing party, provided however, if the Agreement is not terminated for cause, the Customer may retain copies of the reports or information printed or obtained through The Services subject at all times to the license restrictions specified in Section 2.4 and the non-disclosure requirements of this Section 5.


6. TERMINATION


6.1 For Cause. Either party may terminate this Agreement and all Order Form, immediately upon written notice to the other party, if the other party: (a) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within thirty (30) days after written notice; (b) commits a material breach of this Agreement which cannot be remedied; or (c) is repeatedly in breach of this Agreement. Abuse or excessive usage of the FMP APIs beyond the scope permitted under an Order Form will be deemed a material breach justifying FMP termination or suspension of a Customer’s account.


6.2 Effect of Termination. Upon termination of this Agreement, all license rights hereunder will immediately terminate and Customer will: (i) cease use of The Services, including all Data or information contained in or derived from The Services, FMP APIs, and Data; (ii) destroy or (if requested by FMP) return to FMP all copies or other embodiments of the any and all data or information contained in or derived from The Services, and all other FMP Confidential Information; and (iii) pay to FMP all amounts due and owing under this Agreement.


6.3 Data deletion. Upon termination of this Agreement, Customer must delete all Data it has received from FMP under all applicable Order Forms, including data cached, and sign the Data Deletion Agreement in Exhibit A. Customer agrees that FMP has the right to perform an audit should FMP suspect that Customer is continuing to use the Data


6.4 Breach of other agreements. Termination For Cause of another agreement between FMP and Customer will constitute a breach of contract/termination of this Agreement and trigger the effects of Termination including but not limited to paragraphs 6.2 and 6.3.


7. DISCLAIMER AND LIMITATION OF LIABILITY


7.1 DISCLAIMER. THE SERVICES AND ALL DATA AND INFORMATION OBTAINED VIA THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT UNDER APPLICABLE LAW, FMP MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR CUSTOMER’S USE OF THE SERVICES, OR ANY DATA OR INFORMATION OBTAINED VIA THE SERVICES OR PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE.


7.2 LIMITATION OF LIABILITY.


7.3 EXCEPT FOR A BREACH OF SECTION 2.4 OR SECTION 5, OR WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF THE PROVISION AND USE OF THE SERVICES OR OTHERWISE ARISING IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO FMP DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE MAKING OF THE CLAIM PURSUANT TO THE ORDER FORM UNDER WHICH THE CLAIM AROSE.


7.4 EXCEPT FOR A BREACH OF SECTION 2.4 OR SECTION 5, OR WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY CLAIMANT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL LOSS OR DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, OR LOST PROFITS, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF THE PARTY AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


8. FORCE MAJEURE


Neither party shall be liable for any default or delay in the performance of its obligations hereunder (except for failure to pay amounts due) if and to the extent that such default or delay arises out of causes beyond its reasonable control, including without limitation acts of God, acts of war, acts of terrorism, earthquakes, fires, cable cuts, power outages, catastrophic network element failures, floods, terrorism, riots, civil disorders, rebellions, strikes, lockouts and labor disputes (individually, each such event a “Force Majeure Event”).


9. COMPLIANCE


9.1 Compliance with Laws. Each party shall comply with all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority with respect to The Services, Data or information contained in or derived from the Data.


10. INTELLECTUAL PROPERTY AND CUSTOMER DATA


10.1 Compliance with Applicable Privacy Laws. Each party shall comply with all applicable privacy, information security, data protection, and data breach notification laws and regulat


10.2 Privacy Policy. Each party shall maintain and make publicly available a privacy policy that 1) describes its information collection, use and disclosure practices in sufficient detail such that a reasonable consumer would understand such practices, and 2) contains all other legally-required disclosures, and will comply with such privacy policy.


10.3. Information Security Program. Customer will maintain a comprehensive written information security program which contains appropriate administrative, technical, and physical safeguards to protect the Services and any data contained in or copied, downloaded, or otherwise derived from the Services (“Service Data”) against anticipated threats or hazards to its security, confidentiality or integrity (such as unauthorized access, collection, use, copying, modification, disclosure, or unauthorized, unlawful, or accidental loss, acquisition, or damage).


10.4 Security Incident. Customer will notify FMP in writing without undue delay (and in any event within 24 hours) whenever Customer reasonably believes an unauthorized access, acquisition, use, modification, disclosure, loss, or damage to any Data or any other unauthorized processing of Data (“Security Incident”) has occurred. After providing notice, Customer will investigate the Security Incident, take all necessary steps to eliminate or contain the exposure of the data or information contained in or derived from the Services, and keep FMP informed of the status of the Security Incident and all related matters. Except to the extent required by applicable law or regulatory requirement, Customer may not identify FMP as the source of the Data to any third party without FMP’s prior written consent, provided that Customer may make such a disclosure to its consultants or legal advisors without FMP’s prior written consent consistent with Section 5 hereof.


10.5 Compliance with Security Standards. Customer shall regularly test and monitor the effectiveness of the security practices and procedures in the Information Security Program, and will evaluate and adjust its Information Security Program and information security safeguards in light of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any other circumstances that Customer knows or reasonably should know may have a material effect on its Information Security Program and information security safeguards.


Upon request of FMP, Customer shall provide FMP with a copy of its most current third-party information security audit report and/or certification, if any, including but not limited to ISO 27001/27002 certifications, PCI-DSS Attestations of Compliance, and SOC 2 reports.


Customer shall allow for and contribute to audits, including inspections, conducted by FMP or another auditor mandated by FMP. FMP may request that Customer provide it with documentation, data, and records (“Records”) relating to Customer’s compliance with this Section 10 (an “Audit”). To the extent FMP uses a third-party representative to conduct the Audit, FMP shall ensure that such third party representative is bound by obligations of confidentiality no less protective than those contained in this Agreement. FMP shall provide Customer with reasonable advance written notice of its intention to conduct an Audit. FMP shall conduct its Audit in a manner that will result in minimal disruption to Customer’s business operations.


11. INTELLECTUAL PROPERTY AND CUSTOMER DATA


11.1 Customer agrees that, as between the parties, FMP owns all intellectual property rights and all other proprietary interests that are embodied in or practiced by The Services and all Data or information contained in or derived from the Data (other than Customer Data as defined below). FMP grants no rights other than the rights expressly granted to Customer under this Agreement.


11.2 FMP agrees that, as between the parties, Customer owns all data directly provided by Customer to FMP for use with The Services ("Customer Data"). Notwithstanding anything to the contrary in this Agreement, including Section 5 (confidentiality), Customer hereby grants to FMP a perpetual license to use such Customer Data, without attributing Customer Data to Customer, for enhancing the Data, FMP’s methodologies, and FMP’s products and The Services. This license includes the right to use Customer Data in the aggregate and with other data and to create derivative datasets for use in FMP’s products and The Services.


11.3 Customer represents and warrants that (i) Customer Data has been collected, processed and provided to FMP in accordance with all applicable U.S. and international laws, including applicable data protection legislation, and Customer's privacy policy, and (ii) Customer has provided any required notices and obtained any required consents concerning the collection, use, processing, transfer and disclosure of personal information contained in Customer Data.


12. REGULATORY REQUIREMENT


If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost to provide use of the Services or canceling, changing, or superseding any material term or provision of this Agreement (collectively “Regulatory Requirement”), this Agreement shall be deemed modified in such a way as the parties mutually agree is consistent with the form, intent and purpose of this Agreement and is necessary to comply with such Regulatory Requirement. Should the parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then, upon written notice, either party may, to the extent practicable, terminate that portion of the Agreement impacted by the Regulatory Requirement.


13. INDEMNIFICATION


13.1 By FMP. FMP will defend, hold harmless, and indemnify Customer and Customer’s affiliates (and their respective employees, directors, and representatives) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorney’s fees, alleging that Customer’s user of FMP’s Services as permitted hereunder infringes or misappropriates any copyright, trademark, service mark, trade secret or United States patent of a third party (“IP Infringement Claims”). Notwithstanding the foregoing, FMP shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Customer’s use of The Services other than as contemplated or permitted by this Agreement; (ii) modifications to The Services made by a party other than FMP or its designee; (iii) Customer’s failure to implement updates provided FMP specifically to avoid infringement; (iv) Customer’s combination or use of The Services with equipment, devices or software not supplied by FMP; or (v) Customer’s use of The Services after notice of an IP Infringement Claim or after FMP has terminated this Agreement. This section provides Customer’s exclusive remedy for any third party infringement claims or remedies. The total indemnification obligation by FMP shall not exceed the annual contract value paid by Customer to FMP in the prior twelve (12) months.


13.2 By Customer. Customer shall defend, hold harmless, and indemnify FMP and its affiliates (and their respective employees, directors, and representatives) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorney’s fees, to the extent resulting from or in connection with (i) Customer’s use of the Services in breach of the Agreement; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by Customer’s use of FMP’s services.


14. MISCELLANEOUS


14.1 Independent Contractors. FMP and Customer are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement. Nothing contained herein shall constitute this arrangement to be a joint venture or a partnership between FMP and Customer. Neither party has any authority to enter into agreements of any kind on behalf of the other party. Each party shall be solely responsible for and shall hold the other harmless from any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax and workers’ compensation.


14.2 Waiver. No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach or default by the other party, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach or default or shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder.


14.3 Partial Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and both parties shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision that is consistent with the original intent of the parties.


14.4 Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended by the parties hereto at any time only by execution of an instrument in writing signed on behalf of each of the parties hereto. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party.


14.5 Binding Effect. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable.


14.6 Survival. Termination of this Agreement shall not affect either party's accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended, including Sections 2.2, 4, 5, 6.2, 7, 9, 10, 12, and 13.


14.7 Assignment. Except for assignment to affiliates, Customer may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without the prior written consent of FMP. FMP may assign this Agreement to an affiliate or other entity without the written consent of Customer. Subject to the foregoing, this Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns.


14.8 Marketing Materials and Communications. Customer agrees that FMP may utilize Customer’s trademark and/or trade name solely to identify it as a FMP Customer and to explain the use case Customer on the FMP website, in client lists and other marketing materials. Any other uses of Customer’s name and/or logo (other than as included in the Customer content and/or other items furnished to FMP by Customer) shall require Customer’s prior written consent.


14.9 Notices. Unless otherwise specified, any notice or other communication required or permitted to be given hereunder shall be given in writing and delivered in person, sent by certified mail with the required pre-paid postage and return receipt requested, or delivered by a recognized courier service, shipment charges pre-paid, properly addressed to the individual signing this Agreement on behalf of the applicable party at its address specified in the opening paragraph of the Agreement and shall be deemed effective upon receipt.


14.10 Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement.


14.11 No Third Party Beneficiaries. Except as specifically stated in this Agreement, this Agreement is not intended to be for the benefit of any third party, is not enforceable by any third party, and will not confer on any third party any remedy, claim, right of action or other right.


14.12 Governing Law. This Agreement shall be governed by the laws of the State of California (irrespective of its choice of law principles). Each party consents to the exclusive jurisdiction of the state and federal courts sitting in San Francisco, California in any action, suit or proceeding hereunder.


14.13 Counterparts; Electronic Signature. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were upon the same instrument, and a facsimile transmission or electronic delivery of a manual signature (e.g., .pdf) shall be deemed to be an original signature.


14.14 Entire Agreement. This Agreement, together with any Order Forms, schedules and exhibits attached hereto, all of which are incorporated by reference, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.