1. Yes, This is a Contract
We have done our best avoid most of the legal mumbo jumbo that typically makes these things confusing to normal people, but a few legal concepts are unavoidable — like this one: When you click “I Agree” or otherwise use the Service, you are entering into a contract with RF whereby you agree to abide by the TOU. From time to time we’ll be making tweaks to our TOU. You promise to abide by the new rules of road as soon as they are posted here. If you have an issue with anything we put in the TOU, you should not use the Service because changes to the TOU will become effective immediately, and your use of the Service is always subject to the latest version of the TOU. Any information to which the TOU hyperlinks is incorporated herein by reference and made an integral part of the TOU.
2. What You’re Getting and Not Getting
RF will provide you with access to the Service via a web service provided by RF, protected by a token. How you access that web service is your responsibility, e.g., we do not take responsibility for network connectivity between your systems and our systems. Each RF API token authorizes one application to access the Service – e.g., a software application can apply the Service by using a token, but not another software application, if the single software application allows sub-applications to be built from it this license is for only one sub-application, likewise a trading algorithm can apply the Service in a quant trading strategy but it can’t be used by another trading algorithm. You may not redistribute or make copies of any part of the Service (that means the content too) or use it except for your own internal purposes.
You agree that you will not reproduce, duplicate, copy, sell, trade or resell the API or content from the API for any purpose. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof. Any distribution without the purchase of specific publication user seats by Customer of reports, content or output generated by the Service to any entity, person, or group without Recorded Future’s express written authorization is strictly prohibited. You may not assign (or grant a sub-license of) your rights to use the API, or otherwise transfer any part of your rights to use the API. You agree you will not publish any performance or benchmark test or analyses relating to the Service or the use thereof without our prior written consent.
RF is constantly striving to make the Service better. We have discretion to make changes to the Service from time to time without prior notice to you. RF offers limited email support for the Service as described in the Help section of our website and our API development site, and RF reserves the right to change its support policy at any time. The Service and the RF name and logo are the property of RF, and, just to be clear, you’re not getting any rights to trade names, trade marks, service marks, logos, domain names, and other distinctive brand features (other than the right to access and use the Service per the TOU).
RF retains all rights, title and interest in the Service. You retain all rights to your application, excluding the API, and you also retain results from using the applications (e.g., you will obviously retain all rights to a trading application and its financial results). We encourage you to provide RF with comments concerning the RF data, analytics, or API, but you also agree RF will be free to copy and use the feedback with no obligation of any kind to you.
3. Access to the RF Service
As subscriber to the Service, your access (beyond any trial period granted to you – which period would be subject to the TOU in all other respects) is conditioned on your paying RF a fee. In the event you lose your access to the Service for any reason, including for non-payment of fees, you will lose any stored configurations and other data and settings associated with your account, and RF will not be liable to you or any third party for such loss (see Section 4).
You acknowledge and agree that while RF may not currently have set a fixed upper limit on the number of API transactions you may send or receive through the Service or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by RF at any time, at RF’s discretion.
4. Nobody’s Perfect
Okay, here are some additional but unavoidable legalisms: We think this is a great service, but RF unfortunately can’t make any guarantees as to its availability, accuracy, completeness or any other aspect. RF makes the Service available to you on an “as is” and “as available” basis. ACCORDINGLY, YOU ASSUME ALL RISKS IN USING THE SERVICE, INCLUDING WITHOUT LIMITATION FOR TRADING OR NATIONAL SECURITY PURPOSES, AND RF WILL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PERSON ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SERVICE, ANY CANCELLATION OF ALL OR PART OF THE SERVICE, AND ANY INACCURACIES, ERRORS OR OMISSIONS IN THE SERVICE. RF MAKES NO WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. Under no circumstances will RF be liable for any indirect, incidental, special or consequential damages with respect to the TOU, including lost profits, regardless whether such damages could have been foreseen or prevented by RF or whether RF is negligent. Also, RF will not be liable for total damages under this TOU for any reason, regardless of the basis of the claim, in an amount exceeding the amount of fees paid by you for the Service in the year preceding the claim. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANYTHING INCONSISTENT WITH THIS PARAGRAPH.
You may be given access to certain non-public information, software, and specifications relating to the Service (“Confidential Information”), which is confidential and proprietary to RF (including the content and structure of the RF data). You may use this Confidential Information only as necessary in exercising your rights granted in the TOU. You will not disclose any of this Confidential Information to any third party.
Please don’t think we’re being unreasonable here – most of this is all pretty standard.
And one more thing – as you surely know, you cannot use the service for any illegal purposes. That means you will not use the Service for anything that is against the laws of any country or state.
5. General Stuff
This contract between you and us begins when you start to use the Service. It ends when either you or we say it ends – you by ceasing all use of the Service, or RF by discontinuing the Service or your access to it (which we technically have to have a right to do at any time). If for any reason we terminate the Service or your access thereto, you agree that your sole and exclusive remedy is a pro-rata refund of any fee you paid to RF in advance of such termination. Of course, if we terminate the Service because you violated the terms of the TOU, there will be no refund.
For legal purposes, this contract will be considered made in Massachusetts and interpreted under Massachusetts law, excluding its conflict of laws provisions. Your right to use the Service was given to YOU, which means you can’t transfer that right or palm off your obligations on anyone else. There’s no joint venture, partnership, agency or fiduciary relationship between you and RF just because you agree to the TOU and use the Service. If this contract terminates, the provisions of Sections 1, 4 & 5 of the TOU will still apply. Finally, the TOU is the entire agreement between you and RF regarding the Service and supersedes any prior communications and understandings, whether oral or in writing, concerning the subject matter of the TOU. We hope you enjoy using the service – we’d love to hear your feedback!