Last Updated: August 14, 2024

These Co-Pilot API Terms (the "Co-Pilot API Terms") govern the use of the Co-Pilot API Services (as defined below) by the Client and its Users ("you", "your", and terms of similar meaning) made available by Stratosphere Technology Inc. ("Provider", "we", "us", and terms of similar meaning). Use of our FinChat services, such as FinChat, FinChat Plus and FinChat Pro, are governed by the Terms of Service.

By accepting these Co-Pilot API Terms, by (a) clicking a box indicating acceptance, (b) accepting or executing an Order Form that references these Co-Pilot API Terms, or (c) otherwise accessing or using the Co-Pilot API Services, you agree to be bound by these Co-Pilot API Terms, and all terms, policies and guidelines incorporated by reference in these Co-Pilot API Terms.

If the individual accepting these Co-Pilot API Terms is accepting on behalf of a company or legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Co-Pilot API Terms , in which case the term "Client" or "User" (as the case may be) shall refer to such entity and its affiliates.

Order Forms are automatically deemed to include all of the terms and conditions of these Co-Pilot API Terms; provided that whenever the provisions of the Order Form expressly conflict with these Co-Pilot API Terms, the conflicting provisions of the Order Form control and shall take precedence over the conflicting provisions of the Co-Pilot API Terms.

1. DEFINITIONS

1.1. "API" means the integration which enables the Client to (a) launch elements of the Software into the Client’s Application(s); and (b) perform additional functions as permitted by the Provider from time to time, made available to the Client by the Provider via the co-pilot application programming interface or embed functionality, as described in the Order Form, together with any Documentation.

1.2. "API Credentials" means collectively the unique security keys, tokens, passwords and/or other credentials provided by the Provider to you that are used to access and make authenticated requests to the API.

1.3. "Administrator" means a person or persons assigned by the Client to have the authority to act as the administrator of the subscription on behalf of the Client.

1.4. "Applicable Law" means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over these Co-Pilot API Terms or the supply or use of the Co-Pilot API Services.

1.5. "Application" means the application, product, or service developed by the Client into which the Software will be integrated via the API.

1.6. "Client" shall mean the individual or organization who is bound by the terms of the Order Form and these Co-Pilot API Terms.

1.7. "Client Data" means any data or content inputted into the Software by the Client or any of its employees or Users.

1.8. "Client End-User" means a third-party end-user (e.g. customer of the Client), who has access to the Client’s Application.

1.9. "Documentation" means the API documentation made available to the Client by the Provider from time to time, including, without limitation, through its website https://docs.finchat.io/copilot-api.

1.10. "Co-Pilot API Services" means the use of the API to integrate the Software into the Client’s Application, any Professional Services identified in the Order Form, and other related services to be provided by the Provider to the Client pursuant to the Order Form.

1.11. "Fees" means the fees to be paid by the Client pursuant to the Order Form, these Co-Pilot API Terms and any applicable Schedules.

1.12. "Order Form" means (i) the FinChat Order Form; or (ii) an online order specifying the Services to be provided hereunder, in each case that is entered into between the Client and the Provider, including any Schedules, addenda and supplements thereto.

1.13. "Personal Information" means any information relating to identifiable individuals, the collection, use or disclosure of which is regulated by Privacy Laws.

1.14. "Privacy Laws" means any applicable federal, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and any similar legislation enacted by any province or territory of Canada.

1.15. "Professional Services" means the professional services as more particularly described in the Order Form and any additional schedules.

1.16. "Provider Data" means any data or content made available through the Software by the Provider and/or its licensors, including any output generated and returned by the Software (except for any Client Data contained in such output).

1.17. "Software" means the FinChat.io generative AI assistant (including the Provider Data).

1.18. "Terms of Service" means the terms governing the use of the Software, as amended from time to time.

1.19. "Term" shall have the meaning given in Section 11.

1.20. "User" means an individual user authorized by the Client who is (a) permitted to use the Co-Pilot API Services; and (b) agreed to the Terms of Service. Users may include an Administrator, employees or contractors of the Client who are authorized to use the Services, but shall not include Client End-Users.

2. PRIVACY AND SECURITY

Please refer to the privacy policy by clicking here (the "Privacy Policy") for information on how we or our licensors collect, use and disclose your Personal Information. By using the Co-Pilot API Services, you agree to the use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

3. USER ACCOUNTS

3.1. Provisioning and User Accounts. Upon agreeing to an Order Form, the Client or the initial Administrator of the Client will be permitted to register for a User account within a portal provided by the Provider for Users of the Co-Pilot API Services (the "Partner Portal"). If applicable, the Proivder may add other Administrators and authorize Users subject to the limitations and additional terms described in the Order Form. The initial Administrator and other Administrators shall be deemed to have the authority to manage (including adding and removing) Users. Administrators may deactivate any User if the Administrator wishes to terminate access to the Partner Portal for any User.

3.2. Registration. Upon logging into the Partner Portal for the first time, the Administrators and Users will be prompted to register for a User account. Administrators and Users agree to: (a) provide accurate, current and complete information as may be prompted by any registration forms on the Partner Portal ("Registration Data"); (b) maintain the security of the their password; and (c) maintain and promptly update the Registration Data, and any other information the they provide to the Partner Portal, and to keep it accurate, current and complete.

3.3. Responsibilities for Accounts. The Client shall be responsible for all activity by Users and Client End-Users on the Software, including the activities of Client End-Users who access the software through the Client’s Application. It is the responsibility of the Client to delete User accounts or otherwise remove access to Users and Client End-Users who should no longer be active.

3.4. Client End-Users. Client End-Users are permitted to access and use the Software made available through the API subject to the following conditions: (a) any use of the Software made available to Client End-Users on the Client’s Application shall be governed by and subject to such Client End-User’s agreement to the Terms of Service; provided, however, that with respect to each Client End-User’s access to and use of the Software through the Application, to the extent a term in the Terms of Service requires payment of a fee for the Client End-User’s use of the Software, the Provider shall not enforce such payment obligation as against the Client End-User since the Client will be responsible for payment of all fees relating to access by Client End-Users who access the Software pursuant to the Co-Pilot API Services; and (b) the Provider shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Provider has been advised of the possibility of such damages), resulting from any use by a Client End-User of the Software accessed through the API.

3.5. Trial. If a Client agrees to a trial of the Co-Pilot API Services pursuant to an Order Form (the "Trial"), the Provider will make the applicable Co-Pilot API Services available to the Client on a trial basis until the end of the trial period, if any, set forth in the Order Form (the "Trial Period"). On or before the last day of the Trial Period, the Client may elect to either: (i) terminate the Trial and the Order Form by written notice to the Provider effective immediately after the end of the Trial Period as set out in the Order Form; or (ii) continue to access the Services past the expiry of the Trial in accordance with the Order Form and these Co-Pilot API Terms. For clarity, after the Trial Period, if any, the Client may only terminate the Order Form in accordance with Section 11.1 of these Co-Pilot API Terms. Any Client Data accumulated during a Trial Period will be permanently lost if the Client terminates the Order Form before the end of the Trial Period. Notwithstanding anything to the contrary, during the Trial Period, the Co-Pilot API Services are provided "as-is" without any warranty, support or service levels and the Provider shall have no indemnification obligations nor liability of any type with respect to the Co-Pilot API Services for the Trial Period unless such exclusion of liability is not enforceable under Applicable Law in which case the Provider’s liability with respect to those Co-Pilot API Services provided during the Trial shall not exceed $1,000.

4. LICENSE TO THE API AND LICENSE RESTRICTIONS

4.1. API Credentials. The Client may only access the API with the API Credentials and may not sell, transfer, sublicense or otherwise disclose API Credentials to any other party or use them with any other Application other than the Application for which the Client initially registered for. The Client is responsible for maintaining the secrecy and security of the API Credentials. The Client is fully responsible for all activities that occur using the Client’s API Credentials, regardless of whether such activities are undertaken by the Client or a third party.

4.2. License to API. The Provider hereby grants to the Client and authorized Users a non-exclusive, non-transferable and non-sublicensable license (except as necessary for the provision of the Software to Client End-Users) to use the API solely for the purposes of internally developing the Applications that will communicate and interoperate with the Software and embedding the functionalities contained within the Software into the Application for use by the Client End-Users during the Term. The license granted to the Client is subject to the Client’s compliance with any executed Order Form, these Co-Pilot API Terms, and any Documentation.

4.3. License Restrictions. Except as set forth in these Co-Pilot API Terms, the Order Form, and to the extent contrary by Applicable Law: the Client may not and will not permit the Users or Client End-Users to: (a) make or distribute copies of the Software, the API or the API Credentials; (b) alter, copy, merge, adapt, reformat, download, or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software or the API through automated or other means to a human-perceivable form; (c) sell, rent, share, lease, transfer, distribute, display, host or sublicense the Software or the API (except as is incidental or necessary for the provision of the functionalities of the Software to Client End-Users); (d) modify the Software or the API or create derivative works based upon the Software or the API; (v) breach technological measures intended to prevent database access or safeguards to the integrity of the API; (vi) publish Applications that congest the API or the Software; (vii) use web scraping, web harvesting or web data extraction methods to extract data from the Software other than as permitted through the API; (viii) distribute Applications that violate the law or have a fraudulent purpose; (x) disable, modify or interfere with any features or security controls of the API or the Software; (xi) remove or destroy any confidentiality notices, copyright notices, propriety markings placed within or associated with the API; (x) use the Co-Pilot API Services in a manner that breaches the rights of any third party, any contract (including these Terms or Third Party Licenses) or legal duty or violate any Applicable Law; (xi) copy the Co-Pilot API Services or any part, feature, function or user interface thereof; (xii) access or use the Co-Pilot API Services in any way for the purposes of competing with the Software or Co-Pilot API Services or in order to build a competitive product or service; (xiii) market, display or otherwise provide the Co-Pilot API Services, the Software and/or the Provider Data to any person or entity other than a Client End-User or User.

4.4. Attribution. Unless otherwise set forth in any Order Form, you must conspicuously display the "powered by FinChat.io" attribution on or adjacent to any API, or in any other deployment of the Software, or elements thereof, on the Application.

4.5. Modifications. The Provider reserves the right to modify the API, and to release subsequent versions of the Software and the API; provided that during the Term, the APIwill continue to have substantially the same functionality as of the Effective Date. To the extent possible, the Provider will communicate planned changes of the APIto the Client by e-mail. The Client is responsible for dealing with any impact on systems and the Application as a result of such changes. The Client is responsible for the technical knowledge, equipment, communication and software, required in order use the API. The Client may be required to obtain and use the most recent version of the APIin order to obtain functionality of the Application.

4.6. Usage Limitations. The Provider may limit the number of network calls that the Application may make via the API, and/or the maximum file size, and/or the maximum content that may be accessed, or anything else about the API and the content it accesses, to the extent set forth in the applicable Order Form. The Provider may utilize technical measures to prevent over-usage and/or stop usage of the APIby an Application upon prior notice to the Client after any usage limitations are exceeded.

5. ADDITIONAL SERVICES

5.1. Change Request. If the Client wishes at any time to request a change in the Professional Services under the Order Form, or if the Client requests the Provider to provide Professional Services outside the scope of the Professional Services that are specifically specified in the Order Form, the parties will work towards the execution of a new Schedule outlining the additional Professional Services.

5.2. Services. The Provider shall in all material respects perform the Professional Services in accordance with the Order Form, these Co-Pilot API Terms and the applicable Schedule(s), and in a timely, diligent and professional manner. However, the timely and effective completion of the Professional Services requires the successful co-operation of the parties and the timely performance by each of them of their obligations hereunder, including delivery by Client to Provider of information and materials and the timely performance by Client of the various activities, in each case either expressly or implicitly described in the Order Form or a Schedule, as the case may be.

5.3. Work Schedule. Subject to Section 13.4 of these Co-Pilot API Terms, unless they are expressly described as firm deadlines, in which case the Provider’s obligation shall be to meet such dates, any schedules, deadlines or timeframes set forth in an Order Form represent estimates that the Provider shall use its reasonable commercial efforts to achieve. The Client acknowledges that the Provider’s successful and timely performance of the Professional Services is dependent on the active participation and collaboration of the Client, its Administrator(s) and/or Users, employees and representatives. The Client shall, and shall cause its Administrator(s) and/or Users, employees and representatives, to act reasonably and cooperate fully with the Provider with respect to the Provider’s performance of the Services. The Provider shall not be liable for any delay, cost or expense caused as a result of the delay of the Client, its Administrator(s) and/or Users, employees and representatives, provided that the Provider has notified the Client of such delay.

6. REPRESENTATIONS AND WARRANTIES; CLIENT RESPONSIBILITIES

6.1. Mutual Representations and Warranties. Each party represents and warrants that (a) its performance hereunder will be consistent with these Co-Pilot API Terms and any licenses provided and comply with Applicable Law; (b) it has the right to enter into these Co-Pilot API Terms and perform the obligations hereunder. Each party shall be liable for the acts and omissions of any of its Users, Client End-Users (as applicable), directors, officers, employees, contractors, representatives or agents as if such act or omission were an act or omission of the party.

6.2. Responsibilities. The Client agrees that (a) it shall be responsible for providing and maintaining its own Internet access with the necessary bandwidth speeds as recommended by the Provider and all necessary telecommunications equipment, services, software and other materials (collectively, "Client Equipment") at the Client’s location(s) necessary for accessing the Co-Pilot API Services; and (b) the Client is solely responsible for providing, updating, uploading, modifying and maintaining the Client Data.

6.3. Required Programs. The Client acknowledges that delivery of the Services may require that the Client obtain and install certain additional software programs ("Required Programs") or add-ons as more particularly described in the Order Form. Unless indicated in the Order Form, the Client shall be responsible, at its own expense, to acquire, maintain, upgrade, and replace as necessary, the Required Programs.

7. FEES, EXPENSES AND PAYMENT

7.1. Fees. In consideration for the Co-Pilot API Services described herein, the Client shall pay to the Provider the Fees more particularly described in the Order Form. Except as otherwise specified herein or in the Order Form, payment obligations are non-cancelable and Fees paid are non-refundable.

7.2. Invoices and Payments. The Provider shall invoice the Client, in advance, for the Services in accordance with the terms of the Order Form. The Client shall pay such invoices within the time specified in the Order. Late payments are subject to interest in the amount of 1.5% per month on overdue amounts and interest thereon, up to 18% per annum.

7.3. Taxes. All Fees and other amounts payable by the Client under are exclusive of taxes and similar assessments. The Client shall be responsible for all applicable sales, goods and services, harmonized sales, value added, use, excise, other similar taxes, levies and charges not otherwise included in the Fees imposed by applicable tax authorities on the provision of Services hereunder, other than any taxes imposed on the Provider’s income.

7.4. Refund Policy. The Client may cancel its subscription in accordance with Section 11.2, and such termination will take effect at the end of the current billing cycle. The Client will continue to have access to the Services from the time the Client terminates its subscription until the start of the next billing cycle and no refunds or credits will be provided for any unused days within the Client’s ongoing billing cycle.

8. INTELLECTUAL PROPERTY, CLIENT DATA AND PRIVACY

8.1. Ownership of the Software. Except for any grant of licenses in these Co-Pilot API Terms or as otherwise expressly provided in the Order Form, the Provider and its licensors, as applicable, shall retain all copyright, patent rights, trade secret rights, trademarks and other proprietary rights or interests ("Intellectual Property Rights") in the API, the Software and the Provider Data. Nothing in these Co-Pilot API Terms, the Order Form, or any Schedules shall be deemed to convey to the Client or any other party, any ownership right, in or to Software the API or the Provider Data.

8.2. Professional Services and Resulting Work Product. The Professional Services may include, without limitation, customization, integrations, ad hoc development of new features and functionality, as requested by the Client and as specified in an Order Form or Schedule. Such work shall collectively be referred to as "Work Product". Unless otherwise provided in the applicable Order Form, (a) the Provider or its licensors, as applicable, shall own all right, title and interest, including, without limitation, all copyright, patent rights, trade secret rights, trademarks and any other proprietary right or interest in the Work Product; and (b) the Provider shall license such Work Product to the Client and its Users in accordance with the terms of an Order Form, or if such Order Form is silent in that respect, the license to the Work Product offered hereunder shall be under the same terms as the license to the API.

8.3. Ownership of Client Data. The Provider acknowledges and agrees that, as between the Parties, the Client is the sole and exclusive owner of the Client Data, and that no right or interest in the Client Data is assigned to the Provider, other than pursuant to Section 8.3 of these Co-Pilot API Terms, and will be collected, handled and used by the Provider only in compliance with the Co-Pilot API Terms of these Co-Pilot API Terms.

8.4. License from Client to Provider. The Client hereby grants to the Provider a non-exclusive, royalty-free, non-transferable, limited right to use during the Term, Client Data provided to the Provider solely to perform Professional Services and the Co-Pilot API Services pursuant to these Co-Pilot API Terms.

8.5. All Other Rights Reserved, Further Assurances. Except as expressly set forth herein or in the Order Form, all intellectual property rights are expressly reserved by the parties. The Client or the Provider, as applicable, shall execute and deliver such instruments and take such other steps as may be requested by the Provider or the Client, as applicable, from time to time in order to give effect to the provisions of this Article.

8.6. Privacy Laws. Each of the parties represents and warrants that (a) it has complied and will comply with all applicable Privacy Laws in connection with the collection, use and disclosure of Personal Information; and (b) all individuals to whom such Personal Information relates have consented to the Provider’s collection, use and disclosure of such Personal Information for the purposes disclosed in these Co-Pilot API Terms.

8.7. Third Party/Open Source Software and Sites. The Software may contain third party software and/or open source software, which may be subject to third party licenses and require notices and/or additional terms and conditions ("Third Party Licenses"). Without limitation, financials and estimates within the Services are provided by S&P Market Intelligence LLC and its suppliers, which shall have exclusive proprietary rights in such data. By accepting these Co-Pilot API Terms, the Client and its Users are also accepting the Third-Party Licenses, if any, set forth therein. These Third-Party Licenses are made a part of and incorporated into these Co-Pilot API Terms. To view the Third-Party Licenses, please contact [email protected]. The Software may also contain links to third-party websites ("Third-Party Sites") and third-party content ("Third-Party Content"). The Client and each User and Client End-User may use such links to Third-Party Sites and any Third-Party Content or service provided there at their own risk. The Provider does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. The Provider accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content or Third-Party Sites. When a User or Client End-User leaves the Software, these Co-Pilot API Terms no longer governs. The Client and each User or Client End-User are responsible for reviewing the applicable terms and policies, including, without limitation, privacy and data gathering practices of any Third-Party Site.

8.8. License by Client to Use Feedback. The Client grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Client or Users relating to the operation of the Software or the Services.

9. DISCLAIMER AND LIMITATION OF LIABILITY

9.1. DISCLAIMER. EXCEPT AS SET OUT IN THE ORDER FORM OR THESE CO-PILOT API TERMS, THE CO-PILOT API SERVICES ARE PROVIDED TO THE CLIENT AND AUTHORIZED USERS ON AN "AS IS" BASIS, WITHOUT WARRANTIES FROM THE PROVIDER OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE ORDER FORM. THE PROVIDER DOES NOT WARRANT THAT THE CO-PILOT API SERVICES OR THE SOFTWARE WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

THE PROVIDER IS NOT A TAX ADVISOR, BROKER, FINANCIAL ADVISOR OR INVESTMENT ADVISOR. THE CONTENT ON THE SOFTWARE IS NOT INTENDED TO PROVIDE TAX, LEGAL, FINANCIAL OR INVESTMENT ADVICE, AND NOTHING ON THE SOFTWARE SHOULD BE CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR A RECOMMENDATION FOR ANY SECURITY. YOU ACKNOWLEDGE THAT NO CONTENT PUBLISHED ON THE SOFTWARE CONSTITUTES A RECOMMENDATION THAT ANY SECURITY, PORTFOLIO OF SECURITIES, TRANSACTION OR INVESTMENT STRATEGY IS SUITABLE FOR ANY SPECIFIC PERSON. YOU FURTHER ACKNOWLEDGE THAT THE PROVIDER IS NOT ADVISING YOU PERSONALLY CONCERNING THE NATURE, POTENTIAL, VALUE OR SUITABILITY OF ANY SECURITY, PORTFOLIO OF SECURITIES, TRANSACTION, INVESTMENT STRATEGY, OR OTHER MATTER.

9.2. No Indirect, Etc. Damages. Except for a party’s gross negligence or willful misconduct, no party shall be liable to the other party for any claim for (i) indirect, incidental, special or consequential damages, (ii) loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, (iii) compensation for loss of profits, anticipated revenue, savings or goodwill, or (iii) exemplary, aggravated or punitive damages howsoever incurred; in each case under any theory of law or equity, arising out of or in any way related to these Co-Pilot API Terms or any Services, even if advised of the possibility thereof. The Provider shall not be responsible for any matter beyond its reasonable control.

9.3. Limitation of Aggregate Liability. Except for a party’s gross negligence or willful misconduct: (a) the liability of either party for any claim, demand or cause of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense (including but not limited to legal fees) (collectively, "Losses") arising out of or resulting from these Co-Pilot API Terms including the Provider’s indemnification obligations hereunder shall not exceed the Fees paid or payable by the Client to the Provider under these Co-Pilot API Terms in the six (6) months preceding the Loss.

9.4. Reasonableness of Limitations. The parties agree that the limitations contained in this Section 8.8 are reasonable in scope and form an integral part of these Co-Pilot API Terms.

10. INDEMNIFICATION

10.1. Indemnity by the Provider. Subject to the limitations set forth in Section 9.2, the Provider agrees to defend, indemnify and hold the Client, its directors, officers, employees, agents, contractors and affiliates, harmless from any Losses that the Client may incur as a result of or in connection with any third party claim relating to or resulting from (a) any third party claim that the Co-Pilot API Services or Client’s use thereof infringes, misappropriates or otherwise violates the intellectual property rights of any such party; or (b) any breach of the Provider’s obligations of confidentiality under these Co-Pilot API Terms.

10.2. Limitations. The Provider shall not be obligated to indemnify the Client to the extent that the Loss results from: (a) Client’s or a User’s or Client End-User’s breach of the Terms or Co-Pilot API Terms; (b) combination of the Co-Pilot API Services with any product or service not provided or authorized in writing by Provider (where such infringement claim would not have arisen but for such combination); or (c) modification of the Co-Pilot API Services other than performed or authorized in writing by Provider; (d) a breach by the Client or the Users or Client End-Users of a Third Party License; (e) third-party software or services.

10.3. Indemnity by the Client. The Client agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates, harmless from any Losses that the Provider may incur as a result of or in connection with any third party claim relating to or resulting from (a) any breach by the Client, Users or Client End-Users of the Terms or these Co-Pilot API Terms(b) any third party claim that the Provider’s use of any Client Data, infringes, misappropriates or otherwise violates the intellectual property rights of any such party; (c) the Client Applications; or (d) any breach of the Client’s obligations of confidentiality under these Co-Pilot API Terms.

11. TERM

11.1. Term. The term of these Co-Pilot API Terms ("Term") shall commence on the Effective Date or date of acceptance of these Co-Pilot API Terms set out in the Order Form and will continue for the length of time described in the Order Form as the Initial Term ("Initial Term"). Thereafter, subject to the Order Form, these Co-Pilot API Terms will automatically renew for successive terms equal to the length of time of the Initial Term ("Renewal Co-Pilot API Terms"), unless terminated in accordance with these Co-Pilot API Terms and the Order Form.

11.2. Termination.

(a) Prior to Renewal. Unless otherwise provided in the Order Form, either party may terminate these Co-Pilot API Terms by providing written notice to the other party sixty (60) days prior to the end of the then current term. For greater certainty, such notice may be given prior to the end of such current term, but will only take effect at the end of the then current term.

(b) Breach. Either party may terminate these Co-Pilot API Terms if the other party materially breaches these Co-Pilot API Terms, including any failure to make payments when due, and such other party fails to cure such breach in all material respects within thirty (30) days after being given notice of the breach from the non-breaching party.

(c) Insolvency. Either party may terminate these Co-Pilot API Terms, upon written notice to the other party, if such other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party’s consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy, or if the other party becomes insolvent and cannot pay its debts when they are due.

11.3. Termination and Suspension of Users. Notwithstanding any provision of these Co-Pilot API Terms, the Provider reserves the right, in its sole discretion, without any notice or liability to the Client or any User, to (a) terminate a User’s or Client End-User’s license to use the Software, or any portion thereof; or (b) block or prevent a User’s or Client End-User’s future access to and use of all or any portion of the Software.

11.4. Effect of Termination. Upon termination or expiration of these Co-Pilot API Terms for any reason, then:

(a) all licenses and rights granted to the Client under this Co-Pilot API Terms and any Order Form will also terminate and the Client must cease using, destroy, and permanently erase from all devices and systems Licensee directly or indirectly controls all copies of the API;

(b) each party shall promptly deliver to the other party, all papers, databases, documents, software programs, and other tangible items (including copies) constituting the other party’s Confidential Information in its possession or under its control, or on request, destroy such materials and certify that it has done so; and

(c) upon a request by the Client within thirty (30) days of termination, the Provider will delete and cause to be deleted all Client Data from all computer systems owned and controlled by the Provider.

12. CONFIDENTIALITY

12.1. Definition of Confidential Information. "Confidential Information" means all information, documentation, databases, computer software, designs, drawings, pictures or other images (whether still or moving), sounds and content disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information includes Client Data. The Provider’s Confidential Information includes the Software, the Services and the Co-Pilot API Terms and conditions of these Co-Pilot API Terms. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was in the lawful possession of or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party, which independent development can be shown by written evidence.

12.2. Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Co-Pilot API Terms; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with these Co-Pilot API Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

12.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, by any court of competent jurisdiction or by any regulatory or administrative body to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.

12.4. Destruction. Each party, upon the request of the other party or within thirty (30) days after termination of these Co-Pilot API Terms (whichever is earlier), agrees to return and cause its representatives to return, all copies of Confidential Information belonging to or provided by the other party or destroy such copies as directed by that party and certify their destruction.

13. GENERAL

13.1. Governing Law. These Co-Pilot API Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. These Co-Pilot API Terms shall be treated, in all respects, as an Ontario contract.

13.2. Survival. Any Co-Pilot API Terms and conditions of these Co-Pilot API Terms which by their nature extend beyond termination of these Co-Pilot API Terms shall survive such termination. This includes, without limitation Section 7.4 (Intellectual Property, Client Data and Privacy) (but not section 8.3 (License from Client to Provider)), Section 8.8 (Disclaimer and Limitation of Liability), Section 9.4 (Indemnification), Section 11.3 (Effect of Termination), Section 11.4(c) (Confidentiality) and applicable provisions of Section 12.4 (General).

13.3. Dispute Resolution.

(a) This Section 13.2 sets out the process (the "Dispute Resolution Process") for resolving all disputes, issues, controversies, and/or claims arising out of or in connection with these Co-Pilot API Terms, or in respect of any legal relationship associated with or derived from these Co-Pilot API Terms ("Disputes").

(b) Either party may initiate the Dispute Resolution Process by sending a notice of a Dispute (a "Dispute Notice") to the other party. Upon delivery of a Dispute Notice to either party, each party shall appoint a knowledgeable, responsible, non-lawyer, management representative to meet and negotiate in good faith with the representative of the other party in order to resolve the Dispute.

(c) All Disputes that are not resolved within thirty (30) days following delivery of a Dispute Notice shall be arbitrated and finally resolved, with no right of appeal, even on questions of law, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English.

(d) Notwithstanding anything contained in the Agreement to the contrary, either party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction whenever the facts or circumstances would permit a party to seek such relief.

13.4. Relationship. The relationship between the Client and the Provider will at all times be one of independent contractor and nothing herein shall be construed as implying an employment, partnership, or joint venture relationship. The Provider is not an employee of the Client and is not entitled to any benefits that the Client may provide to its employees. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in these Co-Pilot API Terms.

13.5. Force Majeure. Except as expressly provided otherwise in these Co-Pilot API Terms, dates and times by which the Client or the Provider is required to perform under these Co-Pilot API Terms, the Order Form, or a Schedule (except for any payment obligation) will be postponed automatically to the extent and for the period of time that the Client or the Provider, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a party). The following events are deemed to be outside of a party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters provided that such causes could not have been reasonably foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis. The parties agree that an event shall not be considered to beyond reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of the Order Form or Schedule would have put in place contingency plans to either materially mitigate or negate the effects of such event. A party seeking to rely on this Section must (i) notify the other party immediately and in detail of the anticipated or actual commencement of and the cause of postponement; (ii) notify the other party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and (iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available.

13.6. Non-Solicitation. During the Term and for a period of one (1) year following termination of these Co-Pilot API Terms for any reason, neither party may, directly or indirectly, (a) solicit for employment any employee or independent contractor of the other party who was materially involved in the performance of these Co-Pilot API Terms; or (b) induce or attempt to induce any employee or independent contractor of the other party who was materially involved in the performance of these Co-Pilot API Terms to leave his or her employ or contract, as applicable, with such other party. The foregoing will not prevent either party from hiring any employee or independent contractor who responds to a job posting or advertisement that is not specifically targeted at such employee or independent contractor.

13.7. Currency. Unless otherwise specified in the Order Form, all references to amounts of money in these Co-Pilot API Terms refer to United States (USD) currency.

13.8. Notices. Notices that we give to you (other than notice of amendment of these Co-Pilot API Terms), may be provided in any of the following ways. First, we may email the Administrator(s) at the contact information provided in the Order Form or any registration data. Second, we may post a notice on the Provider’s website or your Partner Portal. It is your responsibility to periodically review the Provider’s website and the Partner Portal for notices. The Client may provide notice to the Provider by (a) submitting a ticket through the helpdesk; or (b) e-mailing the Provider.

13.9. Successors and Assigns. These Co-Pilot API Terms shall enure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. The Provider may assign these Co-Pilot API Terms, in its sole discretion.

13.10. Severability. Any provision of these Co-Pilot API Terms which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of these Co-Pilot API Terms, all without affecting the remaining provisions of these Co-Pilot API Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

13.11. Entire Agreement. These Co-Pilot API Terms, the Order Form and the Schedules constitute the entire agreement between the parties with respect to the subject matter of these Co-Pilot API Terms and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.

13.12. Waiver. No term or provision of these Co-Pilot API Terms is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.

13.13. Fully Negotiated Agreement. The Client and the Provider acknowledge and agree that all of the provisions of these Co-Pilot API Terms have been fully negotiated, that neither of them shall be deemed the drafter of these Co-Pilot API Terms and that, in construing these Co-Pilot API Terms in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favour of one party on the ground that such provision was drafted by the other party.

13.14. Language. The parties have required that these Co-Pilot API Terms and all deeds, documents and notices relating to these Co-Pilot API Terms be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.

13.15. Modification of Terms. The Provider may modify these Co-Pilot API Terms at any time by (a) posting a notice on the Provider’s website or on the Partner Portal; or (b) by e-mailing the Administrator(s) of the Client. The Provider will also update the "Last Updated" date at the top of the Agreement. You are responsible for checking the Agreement whenever you access or use the Services. By continuing to access or use the Services, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, you must stop accessing and using the Services.

13.16. Questions. If you have any questions regarding these Co-Pilot API Terms or your use of the Services, please contact us here:

Stratosphere Technology Inc. ([email protected])

Last Updated: May 9, 2024

These FinChat Data Feed API Terms and Conditions (the "API Terms") govern your subscription to access and the Data Feed API (as defined below) made available by Stratosphere Technology Inc. ("we", "us", "Provider" and terms of similar meaning) and its suppliers to the Client ("you", "your", and terms of similar meaning).

By executing an Order Form and/or accessing or using the API, you expressly acknowledge that you understand these API Terms and accept all of its terms and conditions. If you are accessing the APIs on behalf of an organization, you represent that you have the authority to bind the organization to these Terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE API.

Order Forms are automatically deemed to include all of the terms and conditions of these API Terms; provided that whenever the provisions of the Order Form expressly conflict with these API Terms, the conflicting provisions of the Order Form control and shall take precedence over the conflicting provisions of the API Terms.

1. DEFINITIONS

1.1. "Administrator" means a person or persons assigned by the Client to have the authority to act as the administrator of the subscription on behalf of the Client.

1.2. "API" means the FinChat Data Feed application programming interface and any API Documentation made available to you, including, including any Updates.

1.3. "API Credentials" means the unique security keys, tokens, passwords and/or other credentials provided by the Provider to you that are used to access and make authenticated requests to the API.

1.4. "API Documentation" means the API documentation made available to you by the Provider from time to time, including.

1.5. "API Generated Data" means data generated or derived by the operation and usage of the API.

1.6. "Applicable Law" means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over these API Terms or the supply or use of the Services.

1.7. "Application" means the software application, website, interface or any other means the Client uses to access the API using the API Credentials and as detailed in the Order Form(s).

1.8. "Attribution" has the meaning set forth in Section 3 below.

1.9. "Client" shall mean the individual or organization who is bound by the terms of the Order Form and these API Terms.

1.10. "Data Feed Content" means the Provider’s data feed content containing public company segments and KPI data.

1.11. "Fees" means the fees for the access and use of the API as outlined in the Order Form.

1.12. "Order Form" means (i) an executed written order form; or (ii) an online order to order access to the API from the Provider, in each case that is entered into between the Client and the Provider, including any Schedules, addenda and supplements thereto.

1.13. "Term" shall have the meaning given in Section 9.1.

2. API, LICENSE AND LICENSE RESTRICTIONS

2.1. API Credentials. The Client may only access the API with the API Credentials and may not sell, transfer, sublicense or otherwise disclose the API Credentials to any other party or use them with any other Application other than the Application for which the Client initially registered for. The Client is responsible for maintaining the secrecy and security of API Credentials.

2.2. License to API. The Provider hereby grants to the Client a non-exclusive, non-transferable, non-assignable, revocable and non-sublicensable license to use the API for the purpose of including the Data Feed made available through the API in the Client’s Application during the Term. The license granted to the Client is subject to the Client’s compliance with any executed Order Form, these API Terms, and the API Documentation.

2.3. License Restrictions. Except as set forth in these API Terms and the Order Form, the Client shall not:

(a) make or distribute copies of the Data Feed Content, the API or the API Credentials;

(b) copy, re-use or download, or translate the Data Feed Content provided through the API for any purpose;

(c) change or modify the Data Feed Content in any way, including removing copyright notices, proprietary marking or confidentiality notices or links placed upon, contained within or associated with the Data Feed Content;

(d) share the Data Feed Content provided through the API with any third party, except with authorized users of the Application(s);

(e) Allow end-users to download, copy or re-distribute Data Feed Content;

(f) distribute the Data Feed Content or any portion thereof through any service with a third party (e.g. joint or co-branded services);

(g) authorize any third party to link, bookmark or point from a third party service to the Data Feed Content made available through the API or a portion thereof;

(h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;

(i) distribute, sell, lease, rent, lend, transfer or otherwise assign the right to use and access the API under these API Terms to any third party for any purpose;

(j) modify, translate, reverse engineer, disassemble, reconstruct, decompile, or copy the API or any aspect or portion thereof;

(k) breach technological measures intended to prevent database access or safeguards to the integrity of the API;

(l) publish Application(s) that congest the API;

(m) use web scraping, web harvesting or web data extraction methods to extract data from the Data Feed Content other than as permitted through the API;

(n) distribute Application(s) that violate the law or have a fraudulent purpose;

(o) disable, modify or interfere with any features or security controls of the API;

(p) combine or integrate the API with any software, technology, services, or materials not authorized by the Provider; or

(q) access or use the API in any way for the purposes of building a competitive product or service.

2.4. Compliance with Applicable Law. The Client may only access and use the API for the purposes for which the API was developed and created and only for lawful purposes. The Client shall comply with applicable laws and regulations when accessing and using the API.

2.5. Integration with Application(s). The Client is responsible and will bear the sole costs and expense for integrating the API in the Application(s) to allow the Application(s) to include the Data Feed Content provided through the API. The Provider will provide reasonable information on the functionality and features of the API to facilitate the integration process, but the Provider is not obligated to provide any other support.

2.6. Modifications. The Provider reserves the right to modify the API, and to release subsequent versions of the API. The Client is responsible for dealing with any impact on systems and the Application as a result of such changes. The Client may be required to obtain and use the most recent version of the API in order to obtain functionality of the Application. If a modification cause the Client more than a minor inconvenience, the Client may terminate the Order Form upon providing 30 (thirty) days’ notice to the Provider. If the client continues to use the API following a modification, the Client shall be deemed to have accepted such modification.

2.7. Monitoring of the Use and Access of the API. The Client agrees that Provider may monitor the use and access of the API, including API Generated Data, including for ensuring the security of the API, identifying abuse, technical maintenance and for developing and improving the API and the Provider’s services and products in general.

3. ATTRIBUTION

3.1. Attribution. At all instances where the Data Feed Content is being displayed in the Client’s Application(s), an attribution relating to the data source must be added. "Attribution" means (i) the Provider’s logo with a backlink to the Provider’s website, or (ii) the mentioning of the Provider as instructed by the Provider in writing. The purpose of the Attribution is to act as an authenticity and data quality certificate to the Data Feed Content made available through the API. The Client agrees not to hide or otherwise make the Attribution invisible to the user of the Client’s Application(s), neither in the user interface nor the source code. The Attribution must always be visible for users of the Client’s Application.

3.2. Logo and Backlinks. The Provider’s logo must be displayed in accordance with Provider’s applicable graphic guidelines, which are communicated separately to the Client from time to time. The Provider logo graphical assets will be provided by the Provider upon the Client’s request. The Attribution must link back to the Provider’s website page as instructed by the Provider. The Provider will provide a referral database to allow the Client to include the correct Attribution.

4. REPRESENTATIONS AND WARRANTIES; CLIENT RESPONSIBILITIES

4.1. Mutual Representations and Warranties. Each party represents and warrants that (a) its performance hereunder will be consistent with these API Terms, the Order Form, and any licenses provided and comply with Applicable Law; (b) it has the right to enter into these API Terms and the Order Form and perform the obligations hereunder. Each party shall be liable for the acts and omissions of any of its users, end-users, directors, officers, employees, contractors, representatives or agents as if such act or omission were an act or omission of the party.

4.2. Client Responsibilities.

(a) The Client is fully responsible for all activities that occur using the Client’s API Credentials, regardless of whether such activities are undertaken by the Client or a third party. Without limiting the generality of the foregoing, the Client is responsible for all acts and omissions of the Client’s end users in connection with the Application and their use of the API, if any. Any act or omission by Client’s end user that would constitute a breach of this API Terms if taken by the Client will be deemed a breach of this Agreement by the Client. The Client shall take reasonable efforts to make all of the Client’s end users aware of these API Terms as applicable to such end user’s use of the API, and shall cause end users to comply with such provisions.

(b) The Client shall comply with all terms and conditions of the Order Form, these API Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted by the Provider from time to time. The Client shall monitor the use of the Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of these Terms, and promptly restrict any offending users of the Applications from further use of the Applications. The Client is solely responsible for posting any privacy notices and obtaining any consents from the Client’s end users required under applicable laws, rules, and regulations for their use of the Applications.

(c) The Client will use commercially reasonable efforts to safeguard the API and the Data Feed Content available through the API from infringement, misappropriation, theft, misuse, or unauthorized access. The Client will promptly notify the Provider if the Client becomes aware of any infringement of any Intellectual Property Rights in the API or the Data Feed Content.

(d) The Client agrees that (a) it shall be responsible for providing and maintaining its own Internet access with the necessary bandwidth speeds as recommended by the Provider and all necessary telecommunications equipment, services, software and other materials (collectively, "Client Equipment") at the Client’s location(s) necessary for accessing the API.

(e) No dissemination of the Data Feed Content or any portion thereof through the API shall be made except to those authorized end-users that have first entered into a separate, legally binding written agreement with the Client relating to use of the Application ("Client Agreement"). Such Client Agreement shall include the Client Agreement Provisions (as defined below) (or substantially similar provisions).

(f) The Client shall cooperate with all reasonable requests by the Provider to add or delete portions of the Data Feed Content (including, but not limited to, adding further disclaimers) in order to comply with Applicable Laws.

(g) The Client shall notify the Provider of any suspected inaccuracies in or omissions from the Data Feed Content of which the Client becomes aware.

(h) The Client shall not modify any term contained in any version of the Client Agreement that adversely affects the rights of the Provider, including Provider’s proprietary rights, disclaimers or limitations of liability. In connection therewith, the Client shall include in all Client Agreements provisions to the effect that each end-user of the Client accessing the Data Feed Content agrees that (it being agreed and understood that specific reference to the Provider is not required so long as the protections provided to the Provider as a third party provider to Client are preserved) (the below provisions, the "Client Agreement Provisions"):

i. Neither Provider nor any of its suppliers shall have any liability for the accuracy or completeness of the information or content furnished through the Application, or for delays, interruptions or omissions therein nor for any lost profits, indirect, special or consequential damages;

ii. The Data Feed Content does not provide investment advice and a reference to a particular investment or security, a credit rating or any observation concerning a security or investment provided in the Data Feed Content is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions;

iii. The Provider or its suppliers have exclusive proprietary rights in the Data Feed Content and any information received in connection therewith;

iv. Users shall not use or permit anyone to use the Data Feed Content for any unlawful or unauthorized purpose; and

v. Access to the Data Feed Content is subject to termination in the event that any agreement between Client and Provider terminates for any reason.

5. FEES, EXPENSES AND PAYMENT

5.1. Fees. The Client shall pay to the Provider the Fees more particularly described in the Order Form. Except as otherwise specified herein or in the Order Form, payment obligations are non-cancelable and Fees paid are non-refundable.

5.2. Invoices and Payments. The Provider shall invoice the Client, in advance, in accordance with the terms of the Order Form. The Client shall pay such invoices within the time specified in the Order Form. If the Client fails to make any payment when due, in addition to all other remedies that may be available: (i) the Provider may charge interest on the past due amount at the rate of 1.5% per month on overdue amounts and interest thereon, up to 18% per annum, if lower, the highest rate permitted under applicable law; and (ii) if such failure continues for thirty (30) days days following written notice thereof, the Provider may prohibit access to the API until all past due amounts have been paid, without incurring any obligation or liability to the Client or any other person by reason of such prohibition of access to the API.

5.3. Taxes. All Fees and other amounts payable by the Client under are exclusive of taxes and similar assessments. The Client shall be responsible for all applicable sales, goods and services, harmonized sales, value added, use, excise, other similar taxes, levies and charges not otherwise included in the Fees imposed by applicable tax authorities on the provision of Services hereunder, other than any taxes imposed on the Provider’s income.

5.4. Refund Policy. The Client may cancel its subscription in accordance with Section 9.2, and such termination will take effect at the end of the current billing cycle. The Client will continue to have access to the API from the time the Client terminates its subscription until the start of the next billing cycle and no refunds or credits will be provided for any unused days within the Client’s ongoing billing cycle.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Ownership of Data Feed Content and API. Except for any grant of licenses in these API Terms or as otherwise expressly provided in the Order Form, the Provider and its licensors, as applicable, shall retain all copyright, patent rights, trade secret rights, trademarks and other proprietary rights or interests ("Intellectual Property Rights") in the Data Feed Content, the API, and the API Generated Data. Nothing in these API Terms, the Order Form, or any Schedules shall be deemed to convey to the Client or any other party, any ownership right, in or to Data Feed Content the API, the API Generated Data or any of the Provider’s Intellectual Property Rights.

6.2. Ownership of Application. The Provider acknowledges and agrees that, as between the Parties, the Client is the sole and exclusive owner of the Application(s), and that no right or interest in the Application(s) is assigned to the Provider.

6.3. All Other Rights Reserved, Further Assurances. Except as expressly set forth herein or in the Order Form, all Intellectual Property Rights are expressly reserved by the parties. The Client or the Provider, as applicable, shall execute and deliver such instruments and take such other steps as may be requested by the Provider or the Client, as applicable, from time to time in order to give effect to the provisions of this Article.

6.4. Third Party/Open Source Software and Sites. The API and the Data Feed Content made available through the API may contain third party software and/or open source software, which may be subject to third party licenses and require notices and/or additional terms and conditions ("Third Party Licenses"). By accepting these API Terms, the Client and its authorized users are also accepting the Third-Party Licenses, if any, set forth therein. These Third-Party Licenses are made a part of and incorporated into these API Terms. To view the Third-Party Licenses, please contact [email protected].

7. DISCLAIMER AND LIMITATION OF LIABILITY

7.1. DISCLAIMER. EXCEPT AS SET OUT IN THE ORDER FORM OR THESE API TERMS, THE API AND THE DATA FEED CONTENT MADE AVAILABLE THROUGH THE API ARE PROVIDED TO THE CLIENT AND AUTHORIZED USERS ON AN "AS IS" BASIS, WITHOUT WARRANTIES FROM THE PROVIDER OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE ORDER FORM. THE PROVIDER DOES NOT WARRANT THAT THE API WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

THE PROVIDER IS NOT A TAX ADVISOR, BROKER, FINANCIAL ADVISOR OR INVESTMENT ADVISOR. THE DATA FEED CONTENT MADE AVAILABLE THROUGH THE API IS NOT INTENDED TO PROVIDE TAX, LEGAL, FINANCIAL OR INVESTMENT ADVICE. THE CLIENT ACKNOWLEDGES THAT NO CONTENT PUBLISHED ON THE DATA FEED CONTENT CONSTITUTES A RECOMMENDATION THAT ANY SECURITY, PORTFOLIO OF SECURITIES, TRANSACTION OR INVESTMENT STRATEGY IS SUITABLE FOR ANY SPECIFIC PERSON.

7.2. No Indirect, Etc. Damages. Except for the Provider’s gross negligence or willful misconduct, the Provider shall not be liable to the other party for any claim for (i) indirect, incidental, special or consequential damages, (ii) loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, (iii) compensation for loss of profits, anticipated revenue, savings or goodwill, or (iv) exemplary, aggravated or punitive damages howsoever incurred; in each case under any theory of law or equity, arising out of or in any way related to these API Terms, even if advised of the possibility thereof.

7.3. Limitation of Aggregate Liability. Except for the Provider’s gross negligence or willful misconduct, (a) the liability of the Provider party for any claim, demand or cause of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense (including but not limited to legal fees) (collectively, "Losses") arising out of or resulting from these API Terms shall not exceed the Fees paid or payable by the Client to the Provider under these API Terms in the six (6) months preceding the Loss or event giving rise to the indemnification obligation.

7.4. Reasonableness of Limitations. The parties agree that the limitations contained in this Section 7 are reasonable in scope and form an integral part of these API Terms.

8. INDEMNIFICATION

8.1. Indemnity by the Provider. Subject to the limitations set forth in Section 7.3, the Provider agrees to defend, indemnify and hold the Client, its directors, officers, employees, agents, contractors and affiliates, harmless from any Losses that the Client may incur as a result of or in connection with any third party claim relating to or resulting from any third party claim that the Client’s use of the API infringes, misappropriates or otherwise violates the Intellectual Property Rights of any such party.

8.2. Limitations. The Provider shall not be obligated to indemnify the Client to the extent that the Loss results from: (a) Client’s or Client’s authorized user or end-user breach of the Terms; (b) combination of the Data Feed Content made available through the API with any product or service not provided or authorized in writing by Provider (where such infringement claim would not have arisen but for such combination); (c) a breach by the Client or its authorized users or end-users of a Third Party License; or (d) third-party software or services.

8.3. Indemnity by the Client. The Client agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates, harmless from any Losses that the Provider may incur as a result of or in connection with any third party claim relating to or resulting from (a) any breach by the Client, its authorized users or end-users of these API Terms; or (b) the Client Applications.

9. TERM

9.1. Term. The term of these API Terms ("Term") shall commence on the Effective Date or the commencement date set out in the Order Form and will continue for the length of time described in the Order Form as the Initial Term ("Initial Term"). Thereafter, subject to the Order Form, these API Terms will automatically renew for successive terms equal to the length of time of the Initial Term ("Renewal Terms"), unless terminated in accordance with these API Terms and the Order Form.

9.2. Termination.

(a) Prior to Renewal. Unless otherwise provided in the Order Form, the Client may terminate the Order Form and these API Terms by providing written notice to the Provider sixty (60) days prior to the end of the then current term. For greater certainty, such notice may be given prior to the end of such current term, but will only take effect at the end of the then current term.

(b) Breach. Either party may terminate the Order Form and these API Terms if the other party materially breaches these API Terms, including any failure to make payments when due, and such other party fails to cure such breach in all material respects within thirty (30) days after being given notice of the breach from the non-breaching party.

(c) Insolvency. Either party may terminate the Order Form and these API Terms, upon written notice to the other party, if such other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party’s consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy, or if the other party becomes insolvent and cannot pay its debts when they are due

(d) Third-Party Data and API Discontinuation. The client agrees and acknowledges that certain data or information contained in the API and the Data Feed Content are, or may in the future be licensed to the Provider for redistribution by third parties, and the availability of such data or information and/or the Provider’s right to receive and use such portions of the API and Data Feed Content pursuant to the licenses granted to the Provider by such third parties is subject to automatic termination without liability on the part of the Provider upon discontinuation or termination of the provision thereof to the Provider. If the Provider determined, in its sole, reasonable discretion, to generally discontinue offering or providing the API, the Data Feed Content or any portion thereof, the Provider may terminate that portion of the applicable order Form that relates to such discontinued material; in such event, the Provider shall have no liability other than to make a prorated refund to the Client of any unearned fees prepaid by the Client.

(e) Convenience. The Provider may terminate the Order Form and these API Terms at any time and for any reason upon not less than sixty (60) days prior written notice to the Client.

9.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to the Client under these API Terms will also terminate and the Client must (a) cease using, destroy, and permanently erase from all devices and systems that the Client directly or indirectly controls all copies of the API; (b) securely delete or return to the Provider the API Credentials; (c) immediately and securely delete any Data Feed Content and any portion or copies thereof stored or previously downloaded by the Client. Upon the Provider’s request, the Client shall certify in writing that the Client has fully complied with the foregoing requirements.

10. CONFIDENTIALITY

10.1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.

11. GENERAL

11.1. Governing Law. These API Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. These API Terms shall be treated, in all respects, as an Ontario contract.

11.2. Survival. Any terms and conditions of these API Terms which by their nature extend beyond termination of these API Terms shall survive such termination. This includes, without limitation Section 6 (Intellectual Property Rights), Section 7 (Disclaimer and Limitation of Liability), Section 8 (Indemnification), Section 9.3 (Effect of Termination), Section 10 (Confidentiality) and applicable provisions of Section 11 (General).

11.3. Dispute Resolution.

(a) This Section 11.3 sets out the process (the "Dispute Resolution Process") for resolving all disputes, issues, controversies, and/or claims arising out of or in connection with these API Terms, or in respect of any legal relationship associated with or derived from these API Terms ("Disputes").

(b) Either party may initiate the Dispute Resolution Process by sending a notice of a Dispute (a "Dispute Notice") to the other party. Upon delivery of a Dispute Notice to either party, each party shall appoint a knowledgeable, responsible, non-lawyer, management representative to meet and negotiate in good faith with the representative of the other party in order to resolve the Dispute.

(c) All Disputes that are not resolved within thirty (30) days following delivery of a Dispute Notice shall be arbitrated and finally resolved, with no right of appeal, even on questions of law, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English.

(d) Notwithstanding anything contained in the Agreement to the contrary, either party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction whenever the facts or circumstances would permit a party to seek such relief.

11.4. Relationship. The relationship between the Client and the Provider will at all times be one of independent contractor and nothing herein shall be construed as implying an employment, partnership, or joint venture relationship. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in these API Terms.

11.5. Force Majeure. Except as expressly provided otherwise in these API Terms, dates and times by which the Client or the Provider is required to perform under these API Terms (except for any payment obligation) will be postponed automatically to the extent and for the period of time that the Client or the Provider, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a party). The following events are deemed to be outside of a party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters provided that such causes could not have been reasonably foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis. The parties agree that an event shall not be considered to beyond reasonable control if a reasonable businessperson applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of the Order Form or Schedule would have put in place contingency plans to either materially mitigate or negate the effects of such event. A party seeking to rely on this Section must (i) notify the other party immediately and in detail of the anticipated or actual commencement of and the cause of postponement; (ii) notify the other party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and (iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available.

11.6. Currency. Unless otherwise specified in the Order Form, all references to amounts of money in these API Terms refer to United States (USD) currency.

11.7. Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the other Party at the addresses set forth in the Order Form (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email; or (c) on the third day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

11.8. Successors and Assigns. These API Terms shall ensure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. The Provider may assign these API Terms, in its sole discretion, in case of merger, sale or sale of all or substantially all of its assets.

11.9. Severability. Any provision of these API Terms which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of these API Terms, all without affecting the remaining provisions of these API Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

11.10. Entire Agreement. These API Terms, the Order Form and any schedules constitute the entire agreement between the parties with respect to the subject matter of these API Terms and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.

11.11. Waiver. No term or provision of these API Terms is deemed waived, and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.

11.12. Language. The parties have required that these API Terms and all deeds, documents and notices relating to these API Terms be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.

11.13. Modification of Terms. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

11.14. Questions. If you have any questions regarding these API Terms or your use of the API, please contact us here:

Stratosphere Technology Inc. ([email protected])