MARKETS DATA WIDGET TERMS AND CONDITIONS
The following terms and conditions (the “Terms”) govern the access to and use of the stand-alone no-code widgets for displaying investment market data to be provided or made available by MoneyMade, Inc. (“MoneyMade”) hereunder (each a “Widget”), which is to be incorporated into the websites owned, controlled, and/or operated by the entity identified in connection with the creation of the Account (as defined below) and signing up for the Widget or agreeing to these Terms (the “Company”) and located at the domain names identified in the applicable Order Form (each a “Company Website”). By entering into a physical or digital order form or clicking on the “I Accept” button or submitting a webform setting out the details of the Widget(s) the be made available and the fees to be paid and referencing these Terms (each an “Order Form” and all Order Forms together with these Terms, the “Agreement”), Company and the individual submitting the Order or accepting the Terms on the Company’s behalf represent that: (i) Company agrees to be bound by this Agreement; and (ii) such individual has the authority to enter into this Agreement on behalf of Company, and to bind Company to this Agreement. If Company does not agree to be bound by this Agreement, Company may not access and use the Widget. MoneyMade may reject any Order Form submitted by Company and no Order Form will be considered accepted, and no agreement will exist with respect to such Order Form until the earlier of: (1) MoneyMade beginning to make available the Widget as set forth in the Order Form; or (2) MoneyMade providing confirmation of the Order Form via email. COMPANY ACKNOWLEDGES AND AGREES THAT THE WIDGET IS INTENDED FOR BUSINESS, COMMERCIAL, OR ORGANIZATIONAL USE AND IS NOT INTENDED FOR USE BY AND MAY NOT BE USED BY CONSUMERS EXCEPT AS END USERS (AS DEFINED HEREIN).
- . Subject to the terms and conditions of this Agreements, including payment of all applicable Fees, MoneyMade hereby grants Company a nonexclusive, nontransferable, nonsublicensable license, during the applicable Subscription Term (as defined below), to: (i) embed and incorporate the Widgets into the Company Website; and (ii) display the public facing portions of the Widgets and the data provided by MoneyMade through the Widget (the “Provided Data”) to end users of the Company Website (“End Users”) solely as embedded and incorporated into the Company Websites, and in each case of (i) and (ii) subject to any limitation applicable to the designated “Access Level” for the Widget set forth in the Order Form (“Access Level”) and/or other use limitations set out in the applicable Order Form.
- . Subject to the terms and conditions of this Agreement, MoneyMade will: (i) use commercially reasonable efforts during the Subscription Term to provide the data selected by Company to the Widgets as embedded and incorporated into the Company Websites subject to any limitations, including those of the applicable Access Level, set forth in the applicable Order Form; and (ii) make the Widgets available for download by Company via MoneyMade’s online library for downloading Widgets The location and placement of a Widget on the Company Website shall be determined by Company in its sole discretion. Widgets may be changed/updated throughout the Term at MoneyMade’s sole discretion; provided that in no event will MoneyMade materially downgrade any functionality, availability, or access of a Widget.
- Restrictions. Company agrees that it will not, and will not assist, permit, authorize, or enable others, including End Users, to: (i) reverse engineer or decompile a Widget or any component thereof unless this is expressly permitted or required by applicable law; (ii) extract any Provided Data from the Widget and otherwise commercialize, distribute, or display Provided Data outside or independent of the Widget; (iii) copy (except as permitted hereunder), rent, lease, sell, transfer, assign, sublicense, or alter any part of a Widget; (iv) remove any legal, copyright, trademark, or other proprietary rights notices contained in or on a Widget; (v) use a Widget in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of any applicable instructional or technical documentation provided by MoneyMade or Order Form; (vi) place the Widget on any website that is not a Company Website; or (vii) take any action intended to or that is likely to interfere with, disrupt, harm, or damage any computer networks, systems, or services or other technology owned or controlled by MoneyMade or used by MoneyMade to perform hereunder.
- End Users. Company will be liable hereunder for any act or omission of an End User that, if taken by Company, would constitute a breach of this Agreement to the same degree as if such or omission had been made by Company. Company acknowledges and agrees that MoneyMade may monitor and collect data related to the use of the Widget and may freely use and exploit such data, including, without limitation, to calculate amounts owing hereunder, operate and improve the Widgets. Company represents and warrants that it has obtained all consents and provided all notices necessary to enable Company to perform such monitoring and collection of data. Additionally, Company represents and warrants that all End Users are bound by terms and conditions that are in substance at least as protective of the Widget, the Provided Data, and MoneyMade’s technology and systems as the terms and conditions of this Agreement.
- Customization Services. Subject to the terms of this Agreement, including payment of all applicable Fees, MoneyMade will use commercially reasonable efforts to provide the “Customization Services”, if any set forth on an Order Form (“Customization Services”) for the Widget(s) licensed pursuant to the applicable Order Form within a commercially reasonable time after the effective date of the applicable Order Form. Company hereby grants MoneyMade a non-exclusive license, during the Term, to use solely for the purpose of providing Customization Services to Company any materials provided by Company for the purpose thereof (“Company Materials”). MoneyMade will not be responsible for any failure or delay in performing the Customization Services as a result of Company’s failure to provide any materials reasonably requested by MoneyMade for the purpose of performing the Customization Services.
- Payments. Company will pay MoneyMade the fees described in each Order Form (the “Fees”). Company will pay for any excess usage beyond any limitations for access and use of the Widgets at the rates set forth in the Order Form, or, if no such rates are set forth on the Order Form, then at MoneyMade’s then current standard rates for such usage. Fees will be due and payable monthly in advance and amounts payable for excess usage will be due and payable monthly in arrears. In order to purchase a Subscription, Company must provide a valid payment method of the type requested or permitted by MoneyMade (the “Payment Method”). Company agrees that MoneyMade may, or may authorize its third party payment processor to charge the Payment Method for any amounts due and payable by Company hereunder. Company agrees to immediately update its Payment Method in the event of a change in Company’s Payment Method. All Fees are non-cancellable, non-refundable, and non-recoupable and. Interest accrues from the due date of any amounts owing hereunder at the lesser of 1.5% per month or the highest rate allowed by law. If Company fails to make any payment hereunder when due: (a) Company agrees to pay all amounts due upon demand; and/or (b) MoneyMade may either terminate or suspend Company’s Account or Subscription and continue to attempt to charge the Payment Method until payment is received. Notwithstanding anything to the contrary herein, if Company fails to pay any amounts owed to MoneyMade within 15 days after written notice of nonpayment of any amounts owed to MoneyMade, which may be provided any time after any amount becomes past due, MoneyMade may immediately terminate this Agreement. Company is responsible for all federal, state, local, sales, use, value added, excise, or other taxes, or duties arising out of the Agreement (other than taxes based on MoneyMade’s net income).
- Term and Termination. The term of this Agreement shall commence on the Effective Date and continue until it is terminated in accordance with this Agreement (the “Term”). Unless otherwise set forth in the applicable Order Form, each Order Form shall commence on the effective date of the Order Form and, unless otherwise set forth in the Order Form, shall continue for one (1) month (with respect to each Order Form, the “Initial Term”), and shall be automatically renew for one (1) month periods (each such renewal period with respect to an Order Form, a “Renewal Term” and the Initial Term and all Renewal Terms of an Order Form together, the “Subscription Term”), unless either Party provides written notice of non-renewal at least ten (10) days prior to the end of the then-current term. Either Party may terminate the Agreement by written notice: (i) if no Order Forms are in effect between the Parties; (ii) the other Party is in material breach of the Agreement, where such material breach is not cured within 15 days after written notice of such breach. This Agreement will automatically terminate if there are no Order Forms in effect for a period of 30 days. Upon the expiration or termination of an Order Form or the Agreement for any reason: (A) Company’s access to the applicable Widgets, and the applicable licenses granted to Company hereunder will automatically terminate; (B) all outstanding payment obligations of Company of the applicable terminated portions of the Agreement will become due and payable immediately; and (C) Company shall immediately delete all copies of the applicable Widgets, remove the applicable Widgets from the Company Websites, and return, or at MoneyMade’s request destroy and certify the destruction of any tangible embodiments of MoneyMade’s Confidential Information. Notwithstanding anything to the contrary herein, Sections 2 and 5 through 12 will survive the termination or expiration of this Agreement.
- Intellectual Property Rights.
- . MoneyMade hereby grants Company a non-exclusive, royalty-free license, during the applicable Subscription Term, to use and display MoneyMade’s trademarks, logos, and branding (“MoneyMade Marks”), solely as included in the Widgets as embedded on the Company Website. Company acknowledges that all goodwill associated with its use of the MoneyMade Marks shall exclusively inure to the benefit of MoneyMade.
- . MoneyMade and Company acknowledge and agree that: (i) as between the Parties, MoneyMade owns and retains all right, title, and interest in and to the Widgets (other than any Company Materials incorporated therein as a result of any Customization Services, as applicable), the Provided Data, and any other materials or content provided or made available by MoneyMade; (ii) as between the Parties, Company retains all right title and interest, including all intellectual property rights, in and to all elements of the Company Website (other than Widgets to the extent embedded therein) and all Company Materials; and (iii) nothing in this Agreement transfers or assigns any intellectual property rights and, except as expressly set forth herein, no licenses or rights are granted by either Party hereunder.
- Confidentiality. “Confidential Information” shall mean any and all information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Recipient Party”) in connection with this Agreement that should reasonably be considered confidential based on the nature of the information or the circumstances surrounding its disclosure. The terms of this Agreement shall be deemed Confidential Information of both Parties. The Recipient Party will take reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, but in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. The Recipient Party will not use Confidential Information for any purpose, other than as expressly permitted hereunder or as may be reasonably necessary for the performance of its duties pursuant to this Agreement. The obligations of the Recipient Party under this Section will not apply to any Confidential Information that: (i) is or becomes publicly available through no fault of the Recipient Party; (ii) is or becomes known to Recipient Party without an obligation of confidentiality; (iii) is independently developed by the Recipient Party without any use of or reference to the Confidential Information. Notwithstanding the foregoing, the Recipient Party may disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law so long as the Recipient Party first provides the Disclosing Party as much notice as reasonably practicable under the circumstances and cooperates with the Disclosing Party’s efforts to limit the extent of such disclosure. Company agrees that MoneyMade may freely use and exploit in any manner on a worldwide, irrevocable, perpetual, royalty-free basis, any suggestions and feedback provided by Company regarding MoneyMade’s business, products, or services.
- Disclaimer. THE WIDGETS AND PROVIDED DATA ARE PROVIDED “AS IS,” “WHERE IS,” “WITH ALL FAULTS”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MONEYMADE AND ITS LICENSORS (THE “MONEYMADE PARTIES”) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/ NON-INFRINGEMENT WITH RESPECT TO THE WIDGETS, THE PROVIDED DATA, AN THE CUSTOMIZATION SERVICES. THE MONEYMADE PARTIES DO NOT REPRESENT, WARRANT, OR MAKE ANY COVENANT THAT THE WIDGET OR PROVIDED DATA IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. MONEYMADE IS NOT RESPONSIBLE FOR ANY PROVIDED DATA OR OTHER MATERIAL DISPLAYED OR ACCESSIBLE VIA THE WIDGET, ALL OF WHICH IS OBTAINED AT COMPANY’S OWN DISCRETION AND RISK. COMPANY’S USE OF THE WIDGET IS AT COMPANY’S OWN DISCRETION AND RISK, AND COMPANY WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE WIDGET, INCLUDING, BUT NOT LIMITED TO, FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY COMPANY FROM MONEYMADE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability. EXCEPT WITH RESPECT TO OBLIGATIONS UNDER SECTION 12 OR BREACHES OF SECTIONS 3 OR 9, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY: (i) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (ii) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (iii) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS, REVENUES, OR PROFITS, IN EACH CASE WHETHER OR NOT MONEYMADE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. EXCEPT WITH RESPECT TO OBLIGATIONS UNDER SECTION 12, OBLIGATIONS TO PAY AMOUNTS OWING HEREUNDER OR BREACHES OF SECTIONS 3 OR 9, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID OR PAYABLE TO MONEYMADE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACT GIVING RISE TO SUCH LIABILITY; OR (B) ONE HUNDRED DOLLARS (US $100.00). THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 11) WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT ARE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The Parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.
- Indemnification. Company will defend, indemnify and hold the MoneyMade Parties harmless from and against all legal obligations, third-party or government claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with: (i) Company’s breach of any applicable laws or regulations (including with respect to privacy); (ii) Company’s use of the Widgets in violation of this Agreement; (iii) any use of Provided Data in violation of this Agreement or any reliance on Provided Data; or (iv) Company’s collection and use of data pertaining to use of the Widget as contemplated by the Agreement. MoneyMade reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Company, in which event Company will fully cooperate with MoneyMade in asserting any available defenses.
- Miscellaneous. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter herein and supersedes all previous understandings and agreements, either oral or written, between the Parties with respect to said subject matter. All waivers and modifications of this Agreement must be in a writing signed by both Parties to be effective. This Agreement shall be governed by the laws of the State of California. This Agreement is not assignable or transferable by Company except with MoneyMade’s prior written consent; provided, however, that Company may, upon prior written notice to MoneyMade, transfer and assign its rights and obligations under this Agreement to an affiliate or to an acquirer in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. MoneyMade may freely assign this Agreement. The Parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns. The Parties to this Agreement act as independent contractors, and no agency, partnership, joint venture or employment relationship is intended or created by this Agreement. Company may not use, export, import, or transfer the Widgets, directly or indirectly, except as authorized by U.S. law, the laws of the jurisdiction in which Company obtained the Widgets, and any other applicable laws. During the Term, (i) Company agrees to participate in case studies and other similar marketing efforts reasonably requested by MoneyMade; (ii) MoneyMade may disclose that Company is a MoneyMade customer to third parties; and (iii) MoneyMade may include on its website, Company’s case studies, testimonials, name, website URL, logo and other marks. Upon request from Company, MoneyMade will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any delay in or failure of performance by either Party under this Agreement, except for Company’s payment obligations, will not be considered a breach of this Agreement to the extent caused by any occurrence beyond the reasonable control of such Party including, but not limited to, acts of God, power outages, governmental actions and requirements, and the acts and omissions of MoneyMade’s data suppliers. All notices hereunder will be deemed to have been given upon receipt if made by (A) registered or certified US mail, or (B) by a recognized overnight courier, to the individual and address in the signature block below or such other addressee as one Party may notify to the other Party by the means set forth herein.