StockTwits API License Agreement

Last Updated on October 3, 2014

This Application Programming Interface License Agreement (the “Agreement”) dated as of the date of acceptance by means of a click-through, is made by and among Stocktwits, Inc, a Delaware Corporation (“Stocktwits”) and the user designated by the registration data provided herewith (“Licensee”).

THIS LICENSE AGREEMENT GOVERNS YOUR USE OF THE STOCKTWITS APPLICATION PROGRAMMING INTERFACE (API) PROTOCOLS AND ACCESS KEY PROVIDED TO YOU BY STOCKTWITS (REFERRED AS THE “STOCKTWITS API”) IN ORDER TO ACCESS FUNCTIONALITY OF THE STOCKTWITS WEBSITE OR RECEIVE OR TRANSMIT DATA TO OR FROM THE STOCKTWITS WEBSITE (REFERRED TO AS THE “STOCKTWITS 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 STOCKTWITS API TO OPERATE ANY FUNCTIONALITY OF THE STOCKTWITS WEBSITE OR ACCESS ANY STOCKTWITS DATA SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING ANY CHANGES THAT STOCKTWITS MAKES TO SUCH TERMS AND CONDITIONS PRIOR TO SUCH CONTINUED USE.

YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD.

THE STOCKTWITS API, STOCKTWITS DATA AND STOCKTWITS WEBSITE ARE PROVIDED AS IS. YOU AGREE THAT ANY USE OF THE STOCKTWITS API, STOCKTWITS DATA AND STOCKTWITS WEBSITE IS AT LICENSEE’S (YOUR) SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL STOCKTWITS, INC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE STOCKTWITS API, STOCKTWITS DATA OR STOCKTWITS WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPECIFICALLY, LICENSEE (YOU) AGREE THAT STOCKTWITS, 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, Stocktwits 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 Stocktwits API and to integrate one or more parts of the Stocktwits API into Licensee’s website, mobile or desktop application (the “Application”) solely for use by Licensee’s end users, and to display the Stocktwits Data on such Application, but not for any kind of re-distribution of the Stocktwits 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, Stocktwits, 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 Stoctwits trademark and logo and (ii) use, copy, transmit and operate the components of the stocktwits-text-js code library solely in order that the Application display messages in accordance with the Content Display Requirements. Use of the Stocktwits trademark and logo as well as all or part of the stocktwits-text-js code library is at your sole and absolute risk. Any goodwill arising from use of the Stocktwits trademark or logo shall inure to the sole benefit of Stocktwits.

Any rights not expressly granted hereunder are reserved by Stocktwits. You agree that there are no implied rights granted by this Agreement.

YOU AGREE THAT YOU SHALL NOT ATTEMPT TO ENTER PARTS OF THE STOCKTWITS WEBSITE THAT YOU ARE NOT AUTHORIZED TO ENTER, TAMPER WITH THE STOCKTWITS 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 STOCKTWITS WEBSITE, OR USE THE STOCKTWITS WEBSITE TO COMMIT ANY CRIMINAL ACT OR INTENTIONAL INJURY OF ANY THIRD PARTY.

LICENSEE APPLICATION REQUIREMENTS: The rights granted in the Stocktwits API and Stocktwits Data are subject to the Licensee’s Application meeting the following requirements:

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:

TERMINATION: Stocktwits and Licensee may terminate this Agreement at any time, for any reason or no reason. This license and Licensee’s right to use the Stocktwits API, Stocktwits Website and Stocktwits 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, Stocktwits shall have the right to terminate the Licensee’s Stocktwits account and delete any data contained in the account.

ACKNOWLEDGMENT: Licensee acknowledges that: (i) Stocktwits is under no obligation to repair, operate, maintain or continue to operate the Stocktwits API or provide the Stocktwits Data and that these functions may fail from time to time, (ii) Stocktwits may alter the Stocktwits 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 Stocktwits API or Stocktwits 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 Stocktwits 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 California, 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 San Diego County, California, USA. Licensee waives any claim that such a venue is an inconvenient forum.

Licensee agrees to indemnify and hold Stocktwits, 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 Stocktwits API, any content Licensee or Licensee’s end-users post or share on or through Stocktwits, Licensee’s user’s conduct in connection with the use of the Stocktwits API or Stocktwits 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 Stocktwits API or Stocktwits 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 Stocktwits. 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 Stocktwits 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 Stocktwits, for which monetary damage would be difficult to ascertain or insufficient to remedy, thereby entitling Stocktwits to immediate, injunctive relief without the requirement of posting bond or paying costs.