END-USER LICENSE AGREEMENT FOR APPLICATION PROGRAM INTERFACE
IMPORTANT - READ CAREFULLY:
THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND QUESTRADE, INC. ("QUESTRADE"). This Agreement supplements the Questrade Client Account Agreement (?Client Agreement?). By clicking the ?I Agree? button below, you acknowledge that you consent to be legally bound by this Agreement and accept it as reasonable and proper notice, for the purpose of any and all laws, rules and regulations, notice by electronic means, including, the posting of modifications to this Agreement, on the Questrade Web site. You also acknowledge and agree that Questrade) may modify the Agreement from time to time without notice and you agree to consult the Questrade Web site from time to time for the most up-to-date Agreement.
BY INSTALLING, ACCESSING, COPYING, OR OTHERWISE USING THE API, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, ACCESS OR OTHERWISE USE THE PRODUCT.
Terms not otherwise defined herein shall have the definitions provided in the Customer Agreement.
- Definitions.
- Account(s) means your Questrade account(s)
- API means the Application Program Interface made available to you through which you:
(i) access certain information, including information delivered to API by Questrade and/or a Third Party Provider;
(ii) communicate certain information and instructions to Questrade; and
(iii) perform and receive access to other features and functionality made available to you by Third Party Provider.
- Information
means your personally identifiable information (including, without limitation, username, logon password, financial information, trade data, and other financial information) and all data exchanged between Questrade and API.
- Third Party Provider(s)
means a third party, not-affiliated with Questrade, entity that makes available features and functions through use of the API.
- Web site means www.questrade.com
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Risks of Using APIs.
Through your use of API, you may be providing Third Party Providers with access to your Questrade accounts (the "Account(s)" and Information. Third Party Providers may store this information. By consenting to the use of API, you agree that API may employ security, policies, procedures and systems of Third Party Providers which may or may not be less stringent and secure than Questrade policies, procedures and systems. You agree that that your use of API shall be subject to the policies, procedures and applicable customer agreement of the third party. You understand and agree that Questrade and its affiliates are not a party to any agreement by or between you and the Third Party Provider. You understand and agree that API may deliver Information to Questrade, that Questrade is authorized to receive and store that Information consistent with Questrade’s then in effect policies and procedures, and, furthermore, you agree that API may request Information stored by Questrade, and you consent to Questrade’s disclosure of such Information and Account data to API.
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Third Party Provider Sites.
Material provided on API has been produced by independent providers unaffiliated with Questrade. To the extent that API or Third Party Providers express opinions or make recommendations, you understand that such opinions and recommendations are expressed by Third Party Provider and are NOT the opinions or recommendations of Questrade or its subsidiaries or affiliates. The existence of API and any connectivity between API and Questrade technology, Web site or trading platform(s) does not constitute:
- a recommendation by Questrade to invest in any security or to utilize any investment strategy.
- a representation, warranty or other guarantee by Questrade as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investments;
- an endorsement of any Third Party Provider and/or API.
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Data Provided by Questrade to API.
We use market data feeds received from third parties for quotes provided on our Web Site. From time to time, and subject to then in effect agreements between Questrade and Third Party Providers, we may make such market data feeds available to API. We cannot guarantee that those market data feeds will be identical to all other market data feeds. Furthermore, Third Party Providers may make available to you market data feeds independent of market data feeds provided by Questrade on the Web site. You should be aware that from time to time that there may be discrepancy between the market data presented on our Web site and information provided by Third Party Providers due to a variety of reasons, including the time to update and transmit such data to a web site and latency caused by Third Party Provider’s and/or your local environment (computer set up, connection speed, etc.) We are not responsible for the accuracy of market data displayed on API or made available by Third Party Providers.
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Risks Regarding Orders Placed From API and Using Third Party Provider Tools.
Due to circumstances outside of our control, there may be latency between the time an order (or other Information) is submitted from API and the time the order is received by Questrade. Latency may also affect order modification and order cancellation requests. The time an order or a request is actually received by Questrade (including for execution) will be the official time, including for the purposes of routing the order to the market for execution.
Orders created and submitted through API are not vetted until they are received by Questrade. It is possible that Questrade may reject an order placed through API. We cannot guarantee that the order will be accepted when the order is routed to the market for execution, and we cannot guarantee that notifications and Information provided to you by us will be successfully delivered to or displayed by API.
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Intellectual Property.
Your use of API will not confer to you any title, ownership interest or intellectual property rights that otherwise belongs to Questrade or any of its subsidiaries or affiliates. Our Web Site, including content, is protected under Canadian patent, copyright, and other laws and will remain our exclusive property, as applicable. Company names, logos and all related product and service names, design marks and slogans displayed by or relating to Questrade or any of its affiliates or Third Party Providers in the context of API shall remain the property of the respective owner and use of such property by us or Third Party Provider in marketing or provision of API does not entitle you to use or grant ownership of any such name or mark in any manner.
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Consent
You agree that your use of the API signifies your consent to be legally bound by this Agreement. The electronically stored copy of this Agreement is considered to be the true, complete, valid, authentic and enforceable record of the Agreement, admissible in judicial or administrative proceedings to the same extent as if the records and documents were originally generated and maintained in printed form. You agree to not contest the admissibility or enforceability of Questrade’s electronically stored copy of the Agreement in any proceeding arising out of the terms and conditions of the Agreement. If more than one individual has electronically signed this Agreement, your obligations under this Agreement will be joint and several and identical to the obligations of joint signatories that have signed a paper Agreement.
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Customer Representations and Warranties.
You represent and warrant that:
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By virtue of utilizing the API, you consent to and accept any risk associated with your sharing of Information with any Third Party Providers and shall not hold Questrade and/or our affiliates, subsidiaries, officers, directors and employees responsible for any damages or losses resulting from the sharing of the Information.
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Questrade shall not be liable for any losses as a result of issues addressed in Sections 4 and 5 of this Agreement nor shall we be liable for any losses realized for technical issues involving API and/or Third Party Provider technology or product offerings (including, but not limited to, system outages or downtime).
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You are solely responsible for any investment research provided by API or Third Party Providers, and we make no representations, warranties or other guarantees as to the accuracy, timeliness or efficacy of any market data, information, or other functionality made available by API or Third Party Provider.
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Your use of API or Third Party Provider content, information, technology, or functionality is at your own risk, and you understand that we may revoke an API’s authorization at any time, for any reason, with or without cause and without prior notice to you.
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INTERNET SECURITY DISCLAIMER
YOU ACKNOWLEDGE THAT SECURITY SAFEGUARDS, BY THEIR NATURE, ARE CAPABLE OF CIRCUMVENTION AND QUESTRADE AND/OR ITS SUBSIDIARIES AND/OR AFFILIATES DO NOT AND CANNOT GUARANTEE THAT YOUR CUSTOMER DATA WILL NOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS. IN PARTICULAR, THE DATA SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION, INCLUDING YOUR CUSTOMER DATA, OVER THE INTERNET AND TO MAKE SUCH INFORMATION AVAILABLE TO YOU THROUGH THE WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT QUESTRADE AND/OR ITS SUBSIDIARIES AND/OR AFFILIATES DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE DATA SERVICES AND YOUR CUSTOMER DATA, WEBSITES, COMPUTERS, AND NETWORKS. QUESTRADE AND/OR ITS OTHER PARTIES SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR CUSTOMER DATA AND SYSTEMS.
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DISCLAIMER OF WARRANTIES
THE API PRODUCT IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE SOFTWARE PRODUCT'S FUNCTIONS WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE PRODUCT WILL BE VIRUS FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE PRODUCT IS WITH YOU. THIS DISCLAIMER APPLIES TO AND IS FOR THE BENEFIT OF QUESTRADE, ITS AFFILIATES, OTHER PARTIES, VENDORS, AND LICENSORS.
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LIMITATION OF LIABILITY.
To the maximum extent permitted by applicable law, in no event shall Questrade, its subsidiaries, affiliates, directors, employees be liable to you or any third party for any damages of any kind, including but not limited to punitive, exemplary, special, incidental, direct, indirect, or consequential damages (for example, loss of personal or business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software Product or the provision of or failure to provide Services. This limitation applies even if Questrade has been advised of the possibility of such damages and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. In no event shall Questrade liability for any damages, regardless of kind or type, to you or any other person exceed CAD $1.00.
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ENTIRE AGREEMENT
This EULA constitutes the entire agreement between you and Questrade for the use of the API. You understand and agree that Questrade may revise the terms and conditions of this EULA at any time, and you agree to be bound by future revisions. Use of the API after the effective date of the changes will constitute your consent to the changes. No failure on the part of any party to exercise and no delay in exercising, any right, power, or remedy under this EULA will operate as a waiver thereof, nor will any single or partial exercise of any right under this EULA preclude any other or further exercise thereof or the exercise of any other right.
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CHOICE OF LAW.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without reference to choice of law principles and the parties hereby attorn to the jurisdiction of the courts of the Province of Ontario. Any provisions of this Agreement which are or may be rendered invalid, unenforceable or illegal, shall be ineffective only to the extent of such invalidity, unenforceability or illegality, without affecting the validity, enforceability or legality of the remaining provisions of this Agreement.
QUESTRADE PERSONAL APPLICATION PROGRAM INTERFACE (“API”) LICENSE AGREEMENT (“License Agreement”)
In consideration of Questrade, Inc. (“Questrade”) providing access to the Questrade API (as defined below), and providing services related there to, Questrade and you (the “Licensee” or “You”) agree as follows:
DEFINITIONS
CONFIDENTIAL INFORMATION means business or technical information disclosed by a party to the other party, including information relating to a party’s product plans, customers, designs, costs, products and services, pricing, finances, marketing plans, business opportunities, personnel, research and development, customer lists, credit information, customer contracts, trade secrets, research data, drawings, product specifications, warranty information, production processes, supply sources, supply contracts, plans, models, sales data, cost, price and other financial information, and other materials of a party and its customers and suppliers as they may exist from time to time.
EFFECTIVE DATE means the date on which you accepted these terms and conditions or signed and agreed to substantially similar terms in writing.
LICENSEE APPLICATION means a customized software application developed by Licensee, or by another party, but not by Questrade, through which the Questrade API interfaces with the Questrade IQ Platform or Questrade Accounts.
PERSON means any individual or a corporation, partnership, limited liability company, joint venture, trust or any other entity or organization.
QUESTRADE ACCOUNT means Questrade client accounts and sub-accounts maintained by clients for the general purpose of trading securities.
QUESTRADE API means the Questrade proprietary set of routines, protocols and tools created and maintained by Questrade that allows Licensee to use a Licensee Application to interface with the Questrade IQ Platform and Questrade Accounts for the purposes set out in Section 2.1 of this License Agreement.
QUESTRADE CLIENT ACCOUNT AGREEMENT means the written agreement between Questrade and its clients, pursuant to which Questrade clients may access the Questrade IQ Platform and operate a Questrade Account.
QUESTRADE IQ PLATFORM means Questrade’s proprietary computer system for executing Transactions.
QUESTRADE PROPERTY means the source code, object code, programming standards and methods, graphic format and design, special routines and techniques, system architecture, network infrastructure, file layouts, message layouts, technical documentation, operation manuals, processes and procedures underlying Questrade’s trading platform, back-end systems and networks. Included in Questrade’s Property is Questrade’s methodology, trade secrets, marks, trademarks, patents, copyright, logos, unique content, methods, calculations, formats, user interfaces and special algorithms.
TRANSACTION means any order made by Licensee, as defined in this License Agreement, to purchase or sell securities placed through the Questrade IQ Platform.
QUESTRADE API LICENSE
Limited License Grant
Subject to the terms and conditions in this License Agreement, Questrade hereby grants Licensee a non-exclusive, non-transferable, terminable license to use the Questrade API solely for the purposes of creating a Licensee Application with the following capabilities:
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Ability to interface with the Questrade IQ Platform to place, modify and cancel live market orders; and
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Ability to access Questrade Accounts for retrieval of the following information:
account transaction history;
account numbers;
account balances, positions, orders and executions;
information about a particular symbol in the Questrade IQ Platform for the purpose of obtaining market data and placing an order; and
snapshots or streaming market data, including real-time, delayed and historical market data.
API License Restrictions
Licensee may not:
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sublicense any of the rights granted under this License Agreement to any third party,
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incorporate the Questrade API in any of Licensee’s technology or products or the technology or products of any third party (exceptas expressly permitted by this License Agreement),
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disclose the Questrade API to any third party (except as agreed to in writing by Questrade), or
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use or reproduce the Questrade API other than as permitted by this License Agreement.
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If Questrade finds that Licensee has engaged, or has permitted a third party to engage, in any of the conduct or activities listed above in this Section 2.2, Questrade shall have the right to immediately terminate this License Agreement without further notice to Licensee. Notwithstanding the restrictions enumerated in this Section 2.2, Licensee may block Questrade API access to the Licensee’s Account using the access toggle switch provided by Questrade to the Licensee, and such action by Licensee will not be grounds for the termination of this Agreement.
TERM & TERMINATION
Term
This License Agreement shall commence on the date Licensee first accepts this License Agreement, and shall continue unless and until terminated in accordance with this Section 3.
Right to Terminate.
Questrade:
At any time and for any reason or no reason, Questrade, in its sole discretion, may:
- terminate Licensee’s use of the Questrade API; or
- terminate this License Agreement by giving a minimum of ten (10) days written notice to Licensee.
Licensee:
Licensee may terminate this License Agreement at any time, but only by giving Questrade a minimum of ten (10) days written notice. “Written notice” here includes notice delivered by regular letter mail or by email.
Effect of Termination.
Upon the expiration or termination of this License Agreement, for whatever reason, all rights and licenses granted to Licensee in this License Agreement, including use of the Questrade API, shall immediately terminate. Licensee agrees to promptly cease all further use of the Questrade API. Licensee will also destroy and remove from all computers, hard drives, networks and other storage media all copies of the Questrade API or any other Questrade Property or Questrade’s Confidential Information; and Licensee will promptly certify in writing to Questrade that such actions have been taken. Expiration or termination of this License Agreement shall not act as a waiver of any breach of this License Agreement and shall not act as a release of Licensee’s liability for breach of its obligations under this License Agreement. Questrade shall not be liable to Licensee for damages of any kind solely as a result of terminating this License Agreement in accordance with its terms.
LIMITATIONS ON LIABILITY AND DISCLAIMERS
Limitation of Liability
LICENSEE AGREES THAT SECTION 1.27 OF THE QUESTRADE CLIENT SERVICES AGREEMENT, TITLED “GENERAL LIMITATION OF LIABILITY”, THE TERMS OF WHICH LICENSEE AGREED TO AS A CLIENT OF QUESTRADE, IS INCLUDED BY REFERENCE IN THIS LICENSE AGREEMENT.
DISCLAIMERS
Accuracy and Reliability of Information Disclaimer
THE QUESTRADE API PROVIDED “AS IS”. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, QUESTRADE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND REGARDING: (A) THE UP-TO-DATENESS, ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN OR AVAILABLE THROUGH THE USE OF THE QUESTRADE API; (B) THE RESULTS OBTAINED BY LICENSEE OR ANY THIRD PARTY FROM THE USE OF THE QUESTRADE API; AND (C) ANY INFORMATION PROVIDED BY THIRD PARTIES AND ACCESSIBLE ON OR THROUGH THE USE OF THE QUESTRADE API.
Warranty Disclaimer.
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, QUESTRADE: (A) DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (B) DOES NOT WARRANT THAT THE QUESTRADE API WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
Security Disclaimer
LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE CONTROL, OPERATION AND SECURITY OF TRANSACTIONS AND COMMUNICATIONS MADE THROUGH ITS ACCESS TO OR USE OF THE QUESTRADE API. LICENSEE ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED DEAL EXECUTION TRADING SYSTEM INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS. LICENSEE ACKNOWLEDGES THAT QUESTRADE DOES NOT CONTROL SIGNAL POWER, ITS RECEPTION OR ROUTING VIA THE INTERNET, CONFIGURATION OF LICENSEE’S EQUIPMENT OR RELIABILITY OF ITS CONNECTION, AND QUESTRADE SHALL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS LICENSEE MAY EXPERIENCE WHEN TRADING VIA THE INTERNET USING THE QUESTRADE API.
INDEMNITY
Licensee.
Licensee shall be solely responsible for, and shall indemnify and hold Questrade free and harmless from, any and all third-party claims, damages or lawsuits (including Questrade’s reasonable lawyers’ fees and expenses):
- terminate Licensee’s use of the Questrade API; or
- terminate this License Agreement by giving a minimum of ten (10) days written notice to Licensee.
- Licensee or Licensee’s employees’ or agents’ acts or omissions, including Licensee’s or their breach or alleged breach of this License Agreement;
- any claim against Questrade for tangible property damage directly attributable to the conduct or negligence of Licensee or Licensee’s agents, representatives or contractors;
- the use, operation or combination of the Questrade API with non-Questrade API(s), data, equipment or documentation if liability would have been avoided but for such use, operation, or combination;
- use of other than the then current, unaltered version of the Questrade API;
- Licensee’s activities after Questrade has notified Licensee that Questrade believes such activities may result in infringement;
- Licensee’s modifications to or markings on the Questrade API;
- the use of any third-party API(s); and
- the use of any of Licensee’s materials without Questrade’s prior approval.
OWNERSHIP
Ownership.
Questrade represents that it has all necessary rights, title or interests in the Questrade API sufficient to grant Licensee the license set out in this License Agreement. Licensee acknowledges that Questrade or Questrade’s licensors own the Questrade API, including any and all related copyright, patent, trade secrets, moral rights and other intellectual property rights, and that Licensee has no right, title, or interest in the Questrade API, except for the right to use it as permitted by this License Agreement. Licensee agrees that Questrade will own any improvements or modifications to the Questrade API. Nothing in this License Agreement nor the use of the Questrade API shall be construed as Questrade’s endorsement or approval of the content of any websites published by Licensee.
Improvements.
Licensee also acknowledges that Questrade may continue to make changes to and enhance the Questrade API and that those changes and enhancements will be owned by Questrade. The licenses granted to the Licensee are specifically set forth in this License Agreement, and no licenses are granted by Questrade to Licensee by implication. Licensee hereby assigns and transfers to Questrade all of Licensee’s right, title and interest in and to any modifications or derivative works of the Questrade API created by or for Licensee, regardless of whether they were created in accordance with the terms of this License Agreement; such assignment being effective upon creation of such works, and shall include, without limitation, all rights under any intellectual property laws, including copyright. Licensee shall not take any action to jeopardize, encumber, limit or interfere in any manner with Questrade’s ownership of and rights with respect to the Questrade API, or any derivative works or updates thereof or thereto. Any components, parts, or mechanics of any system or API program derived from the Questrade API, or Questrade’s business practices shall belong solely to Questrade. Further, Licensee will not, at any time, contest or assist any other Person in contesting the rights of Questrade in the Questrade API or Questrade Property or any other intellectual property provided in this License Agreement.
No Right to Manufacture or Copy.
The Questrade API does not in any manner convey any license, expressly or by implication, to manufacture, duplicate or otherwise copy or reproduce the Questrade API. Licensee shall take appropriate steps with its own users, as Questrade may request, to inform them of and assure compliance with the restrictions contained in this Section 7.
CONFIDENTIALITY
Confidential Information.
API User acknowledge that, in the course of dealing under this License Agreement, API User may obtain Confidential Information relating to Questrade and its parent, subsidiaries, affiliates or agents or other third party. Such Confidential Information shall belong solely to Questrade.
Use and Disclosure Restrictions.
Licensee hereby acknowledges and agrees that Confidential Information constitutes and contains valuable proprietary information and trade secrets of Questrade, and embodies substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees:
- to protect Confidential Information from unauthorized dissemination and use;
- to use Confidential Information only for the performance of your obligations and in connection with the exercise of its rights hereunder;
- to limit the use of and access to the Confidential Information to such employees who have a need to know the Confidential Information and have signed legally binding non-disclosure agreements containing provisions similar to this License Agreement;
- not to disclose or otherwise provide to any third party, without the prior written consent of Questrade, any Confidential Information or any part or parts thereof;
- to undertake whatever action is necessary to prevent or remedy any breach of the confidentiality obligations set forth herein;
- not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Questrade API, or on any other Confidential Information provided by Questrade to you;
- not to develop any other materials, products, or services containing any non-public concepts or ideas contained in Confidential Information from Questrade; and
- promptly to notify Questrade in writing of any unauthorized disclosure and/or use of any Confidential Information
USE OF DATA
- Licensee agrees that it will not communicate, resell or otherwise make available, or permit to be communicated or otherwise made available, the Questrade API and all upgrades, revisions, fixes, updates or enhancements to the Questrade API to any third party, and that it will not re-transmit the same from its premises for any purpose, including retransmission to other premises of the Licensee, without written permission from Questrade.
- In the event Licensee becomes aware of any unauthorized use by a third party of the Questrade API licensed to Licensee, Licensee will give Questrade prompt notice thereof. Licensee will, thereafter, cooperate with Questrade in investigating such unauthorized use.
- Any violation of these provisions in this Section 9 may be deemed by Questrade to be a material breach of the terms of this License Agreement.
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Licensee agrees that it shall not use the Questrade API:
- to defame, abuse, harass, threaten or otherwise violate the legal rights of any third party; or
- in association with the sale of any service or product which is discriminatory, obscene, defamatory, indecent or unlawful, or which in the reasonable opinion of Questrade, would reflect negatively upon the reputation of Questrade or the Questrade API.
- Licensee agrees not to reverse engineer the Questrade API and shall not sell, resell or otherwise convey any or all of the information comprising Questrade API, except as expressly permitted herein. Licensee represents and warrants that, except as permitted above, it will limit its use of Questrade API solely for the Internal Use (as defined below) of Licensee. “Internal Use” shall mean access to and use of Questrade API for performance of research and analysis, preparation of hardcopy research documents and reports (which may incorporate insubstantial amounts of data comprising Questrade API as an incidental part of such research documents) and for other data processing use, analysis and distribution to the Licensee (if an individual) or within Licensee’s own organization (if an entity) but not for redistribution of, or the provision of access to, Questrade API to any third-party including but not limited to any clients or customers of Licensee or to any other non-Licensee persons or entities. If Licensee is an entity, Licensee shall advise each of its employees having access to Questrade API of the proprietary nature of Questrade API and shall direct such employees to treat such information pursuant to the terms of this License Agreement.
GENERAL PROVISIONS
Changes.
Questrade reserves the right to modify or revise the License Agreement at any time, and will provide Licensee with email notice of any material changes in terms. Licensee’s continued use of the Questrade API after the effective date of any such changes will constitute Licensee’s acceptance of this License Agreement to such changes. IF LICENSEE DOES NOT WISH TO BE BOUND TO ANY NEW TERMS, LICENSEE MUST TERMINATE THE LICENSE AGREEMENT BY IMMEDIATELY CEASING USE OF THE QUESTRADE API.
Entire License Agreement.
The License Agreement encompasses the entire License Agreement between Licensee and Questrade regarding the subject matter discussed therein. Each party shall be responsible for its own costs and expenses incurred by such party in performing its obligations hereunder.
Governing Law and Jurisdiction.
The License Agreement, and any disputes arising from or relating to the interpretation thereof, will be governed by and construed under the laws of the Province of Ontario, Canada. Licensee agrees to personal jurisdiction by and venue in the courts of the Province of Ontario, Canada.
Survival.
The terms and conditions of this License Agreement that by their sense and context are intended to survive will survive termination of this License Agreement, including but not limited to Effect of Termination (Section 3.3), Limitation of Liability (Section 5.1), Indemnity (Section 6.1), Ownership (Section 7.1), Confidentiality (Section 8), and General Provisions (Section 10).
Severability
If any provision or part of any provision in this License Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force.
Waiver.
Questrade and Licensee agree that the waiver of one breach under this License Agreement by either Questrade or Licensee will not constitute the waiver of any other breach or subsequent breach.