Terms of Service

These Terms of Service (the "Terms") govern your use of the website at financedatacloud.com, the Finance Data Cloud console, our APIs, SDKs and data delivery channels, and any related services (together, the "Services"). The Services are provided by Finance Data Cloud, Inc., a Delaware corporation based in New York, NY ("Finance Data Cloud", "we", "us").

Please read them carefully. By using the Services, submitting a form on our website or signing an Order Form, you agree to these Terms.

1. Agreement and definitions

1.1 These Terms form a binding agreement between Finance Data Cloud and the person or organization using the Services ("you"). If you use the Services on behalf of an organization, you confirm that you are authorized to accept these Terms for it, and "you" refers to that organization.

1.2 In these Terms:

• "Data" means market data, reference data, derived fields and any other data we make available through the Services, including historical archives and live streams.
• "Order Form" means an online checkout, quote or signed order that specifies your plan, fees, users and subscription term.
• "Data License" means our Data License, which governs how you may use Data.
• "Authorized User" means an individual you allow to use the Services under your account, within the user limits of your plan.

1.3 If there is a conflict between documents, the Order Form takes precedence, then the Data License, then these Terms.

2. Current stage of the Services

2.1 As of the date above, the Services are in a pre-registration stage. We operate the website and the forms on it, and we are building the capture, normalization and delivery pipeline. Data is not yet offered for sale.

2.2 Roadmap dates, coverage plans and venue lists published on our website are targets. They describe our current intentions and may change. We do not promise that any venue, dataset or feature will be available by a particular date.

2.3 Our API v1 specification is published as a draft. Endpoints, fields and limits may change before general availability. We will announce changes in the changelog.

2.4 Early access, when offered, is provided for evaluation and integration. Early access features may be incomplete, may change without notice and are excluded from service level commitments unless an Order Form says otherwise.

3. Pre-registration and pre-sale pricing

3.1 Pre-registration is free and creates no obligation to buy. Submitting the pre-registration form records your interest, contact details and requirements, which we handle as described in our Privacy Policy.

3.2 Pre-registered organizations that sign an Order Form before general availability of the relevant plan receive pre-sale pricing: 40% below the list price in effect on the date of the Order Form, for the first 12 months of the subscription. After those 12 months, the subscription renews at the list price then in effect, and we will give you at least 60 days' notice of the amount.

3.3 Pre-sale pricing applies once per organization, is not transferable and cannot be combined with academic pricing or other discounts unless we agree in writing. We may decline a pre-registration or an Order Form at our discretion, for example where we cannot lawfully provide the Services to you.

3.4 Invitations to early access are sent by email, generally in order of registration. We may prioritize organizations whose requirements match the venues and datasets available at the time.

4. Accounts, credentials and API keys

4.1 Console accounts open with Phase 1. You must provide accurate information when you create an account and keep it up to date.

4.2 You are responsible for all activity under your account and API keys. Keep passwords and keys confidential, issue keys only to Authorized Users and rotate them if you suspect they have been exposed. Live keys begin with fdc_live_. Test keys begin with fdc_test_ and return a 24-hour sample only.

4.3 Tell us without delay at security@financedatacloud.com if you believe your account or keys have been used without authorization. We may revoke keys that we believe are compromised.

4.4 Each Authorized User must have their own login. Accounts may not be shared between individuals.

5. Plans, fees and payment

5.1 Fees, plan features and the subscription term are set out in your Order Form. Unless the Order Form says otherwise, subscription fees are billed monthly or annually in advance. Researcher and Desk plans are paid by card. Enterprise plans are invoiced and payable within 30 days of the invoice date.

5.2 Historical data bought on its own (priced per venue, dataset and month) is paid in advance and is non-refundable once the files have been made available to you.

5.3 Fees exclude taxes. You are responsible for sales, use, value added and similar taxes, other than taxes on our income.

5.4 Overdue amounts may accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower. If an amount remains unpaid 15 days after we notify you, we may suspend the Services until it is paid.

5.5 We may change list prices with at least 60 days' notice. Changes apply from your next renewal and do not affect fees already committed in an Order Form.

5.6 Except as stated in these Terms or required by law, fees are non-refundable.

6. Use of Data

6.1 Your use of Data is governed by the Data License. In summary, Data is licensed for your internal use, may not be redistributed without a redistribution license, and Derived Data may be shared only within the limits that document sets.

6.2 Some venues set their own conditions for the use of their data. Where a venue's conditions apply to a dataset, we will identify them in the documentation or the Order Form, and you agree to follow them.

7. Acceptable use

7.1 You must not, and must not allow anyone else to:

• copy, sell, sublicense or redistribute Data except as the Data License permits;
• exceed the rate limits of your plan (10 requests per second for Researcher, 50 requests per second for Desk, as set in the Order Form for Enterprise) or try to get around them, for example by spreading requests across several accounts;
• share credentials or API keys with anyone who is not an Authorized User;
• reverse engineer, decompile or attempt to derive the source code of the Services, except where the law allows this despite this restriction;
• scrape the website or console, or access the Services by any means other than the interfaces we provide;
• probe, scan or test the security of the Services, except under the responsible disclosure terms on our security page;
• use the Services to break any law or regulation, including laws on market manipulation, sanctions and export controls; or
• interfere with the Services or other customers' use of them, including through load testing without our written consent.

7.2 We may suspend access, with notice where practical, if we reasonably believe your use breaches this section or puts the Services or other customers at risk.

8. Availability and data completeness

8.1 Service level commitments, including the 99.9% stream uptime commitment on the Desk plan and any custom commitments on Enterprise plans, are set out in the Order Form together with the service credits that apply. Service credits are your sole remedy for missing a service level.

8.2 We capture each venue from two regions and record any gap that survives merging in the gaps dataset. Gaps caused by a venue, by network conditions outside our control or by planned maintenance are not a breach of these Terms, provided we record them as described in our documentation.

8.3 We may perform maintenance on the Services. Where maintenance is expected to affect live delivery, we will announce it on the status page at least 48 hours in advance, except in an emergency.

9. Intellectual property and feedback

9.1 We and our licensors own the Services, including our software, schema, symbology, documentation, extended field definitions and the compilation, normalization and enrichment of the Data. Except for the rights expressly granted in these Terms and the Data License, no rights are transferred to you.

9.2 You own your models, code, research and other materials you create, subject to the restrictions on Data in the Data License.

9.3 If you send us suggestions or feedback, you allow us to use them without restriction or payment. We will not identify you as the source without your permission.

10. Confidentiality

10.1 Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including pricing, Order Forms, unreleased features and schema drafts shared with pre-registered partners ("Confidential Information").

10.2 The receiving party will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care and disclose it only to employees, contractors and advisers who need to know it and are bound by similar obligations. These obligations last for three years after the information is disclosed.

10.3 Confidential Information does not include information that is or becomes public without breach, was already known to the receiving party, is independently developed or is received from a third party without a duty of confidence. A party may disclose Confidential Information where required by law, after giving the other party notice where lawful.

11. No investment advice

11.1 The Services, the Data and any research, studies or examples we publish are provided for information only. They are not investment, legal, tax or accounting advice, and they are not an offer or a recommendation to buy or sell any asset.

11.2 Research results we publish, such as directional hit rates, describe specific samples, horizons and models. They exclude fees and latency unless stated, may not generalize to other assets, venues or horizons, and do not predict future results. You are solely responsible for your trading and investment decisions.

12. Disclaimers

12.1 Data originates from third-party venues and public blockchains. We do not control what venues publish, when they change their interfaces or whether their data is accurate.

12.2 To the maximum extent permitted by law, the Services and the Data are provided "as is" and "as available". We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, accuracy, completeness and non-infringement, and we do not warrant that the Services will be uninterrupted or error-free.

13. Limitation of liability

13.1 To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, trading losses, lost data or business interruption, even if advised of the possibility of such damages.

13.2 To the maximum extent permitted by law, each party's total liability arising out of or relating to these Terms is limited to the fees paid or payable by you to us in the 12 months before the event giving rise to the claim, or US$100 if no fees were payable.

13.3 The limits in this section do not apply to your payment obligations, to a party's indemnification obligations, to breaches of section 10 (Confidentiality), to breaches of the Data License or to liability for gross negligence, fraud or willful misconduct.

14. Indemnification

14.1 You will defend and indemnify Finance Data Cloud against third-party claims arising from your use of the Services in breach of these Terms or the Data License, including claims by venues or by recipients of Data you redistributed without a license.

14.2 We will defend and indemnify you against third-party claims that the Services, used as permitted, infringe that third party's intellectual property rights. This does not apply to claims arising from Data supplied by venues, from combinations with materials we did not provide, or from use in breach of these Terms. If such a claim is made, we may modify the Services, obtain a license or end the affected subscription and refund prepaid fees for the unused period.

14.3 The indemnified party must notify the other promptly, allow it to control the defense and cooperate reasonably. No settlement that imposes obligations on the indemnified party may be made without its consent.

15. Term, suspension and termination

15.1 These Terms apply for as long as you use the Services. Subscriptions run for the term in the Order Form and renew for the same period unless either party cancels at least 30 days before the end of an annual term, or before the next billing date for a monthly term.

15.2 Either party may terminate an Order Form if the other materially breaches these Terms and does not cure the breach within 30 days of written notice. We may terminate immediately for a breach of the Data License involving unlicensed redistribution.

15.3 When a subscription ends, your access to the Services ends and you must handle Data as section 10 of the Data License requires. Sections 5 (for amounts owed), 9 to 14, 16 and 18 survive termination.

16. Governing law and disputes

16.1 These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 The state and federal courts located in New York County, New York have exclusive jurisdiction over any such dispute, and each party consents to their personal jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16.3 To the extent permitted by law, each party waives any right to a jury trial in a dispute arising out of these Terms.

16.4 Before starting proceedings, the parties will try in good faith to resolve a dispute through discussions between senior representatives for at least 30 days, except where urgent relief is needed.

17. Changes to these Terms

17.1 We may update these Terms from time to time. For material changes, we will notify customers and pre-registered contacts by email at least 30 days before the changes take effect. The date at the top of this page shows when the Terms were last updated.

17.2 Changes do not apply retroactively. If you do not agree to a change, you may stop using the Services or cancel your subscription before the change takes effect.

18. General

18.1 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets, with notice to the other party.

18.2 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including venue outages, failures of cloud or network providers, natural disasters and acts of government. This does not excuse payment obligations.

18.3 Sanctions and export. You confirm that you are not located in, or owned or controlled by persons in, a country or region subject to comprehensive US sanctions, and that you are not on a US government restricted-party list.

18.4 Notices. Notices to us must be sent to legal@financedatacloud.com. Notices to you will be sent to the email address on your account or Order Form.

18.5 Entire agreement. These Terms, the Data License, the Privacy Policy and any Order Form are the entire agreement between the parties on their subject matter and replace earlier agreements on it.

18.6 Other terms. If a provision is held unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors.

19. Contact

Questions about these Terms: legal@financedatacloud.com. Finance Data Cloud, Inc., New York, NY.