Terms of Service - Financial Modeling Prep API

Last updated: August 1, 2023

THIS SERVICES SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered into by and between Financial Modeling Prep (“Financial Modeling Prep”) and Customer (as defined in the applicable Order Form or customer account). This Agreement describes the terms under which Financial Modeling Prep will make its services available to Customer.

Financial Modeling Prep reserves the right to change the Services Subscription Agreement from time to time. You should review the Services Subscription Agreement regularly. It can be found at https://site.financialmodelingprep.com/terms-of-service. The changes will become effective thirty (30) days after they are posted, except if the changes apply to new functionality, in which case they will be effective immediately. If you do not agree to the modified terms for the Service, You may stop using the service at any time. If you continue to use the Service, You will be deemed to have accepted the modifications.

The parties agree as follows:

1. ORDERING AND SUBSCRIPTION PERIOD

1.1 Ordering. By executing one or more Order Forms under this Agreement or by signing up for a Financial Modeling Prep account, Customer may obtain access to use proprietary Financial Modeling Prep data and content (“Data”) through one or multiple application program interfaces or other delivery methods (“Financial Modeling Prep APIs”). Data and the Financial Modeling Prep APIs shall be collectively referred to as The Services (“The Services”). The specific Data and Financial Modeling Prep APIs made available to Customer are identified in the Pricing Page, Documentation, Order Form or in Customer’s Financial Modeling Prep account. All use of the Services by Customer is subject to the terms and conditions of this Agreement and any applicable Order Forms.

1.2 Fees and Payment Terms. If you purchase any Services, through the Subscription Page or via an Order Form,we offer for a fee (“The Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that Financial Modeling Prep and its third-party service providers providing payment processing services may store your payment information. We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance and are non-refundable.

1.3 Subscription Renewal and Upgrades

Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts. At any point during your subscription, you can upgrade to a different subscription. You'll upgrade to your new subscription level immediately, and your account will be charged accordingly.

Failure to pay may result in the termination of your subscription. You may cancel or suspend your Paid Services by contacting Financial Modeling Prep at [email protected]. Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction or any other reason.

1.4 No Refunds. All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances. Financial Modeling prep plan purchases are non-refundable.

2. PLATFORM USE AND RESTRICTIONS

2.1 The Services License. Financial Modeling Prep hereby grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access the Data and Financial Modeling Prep APIs specified in the Order Form or in Customer’s account during the Subscription Period for the purposes stated on the Subscription. Should the Subscription Period end, or should Customer decline to renew their Order Form, then Customer's license to the Services specified in the Order Form will be revoked.

2.2 Data License. Subject to the terms and conditions herein, Financial Modeling Prep hereby grants the Customer limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through a generally available mobile device, web browser or Financial Modeling Prep authorized Site to view content and information, including Financial Modeling Prep Data, and otherwise use the Services to the extent intended and permitted by the functionality thereof in sections 2.2.1 and 2.2.2.

Furthermore, without the prior written approval of Financial Modeling Prep, the Customer may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services.

2.2.1 Personal Use: This license is personal to the Customer, and the Customer may not share Financial Modeling Prep Services or Data, resell, permit other users access to our Services through the Customer’s account, or use the Services to host, share, display, or provide content for others. The Customer may not copy or download any content from the Services except with the prior written approval of Financial Modeling Prep.

2.2.2. Commercial Use: For the purposes of these terms of service "Commercial Use" refers to, but is not limited to, the following activities:

Association with Business or Commercial Entities: Any association with a company, organization, or non-personal domain, including but not limited to being an employee, contractor, representative, or having any affiliation suggesting a connection with a business or commercial entity.

Data Collection and Analysis for Commercial Purposes: Collecting, aggregating, or analyzing data using Financial Modeling Prep Services or Data for commercial purposes or to support commercial activities, including market research, business intelligence, or data-driven decision-making.

2.2.3 Data Display: Without a specific agreement with Financial Modeling Prep, customers are prohibited from showcasing Financial Modeling Prep Services or Data on platforms including but not limited to websites, blogs, software products, or applications designed for utilization by multiple individuals, irrespective of whether such usage is complimentary or paid, and whether it pertains to internal or external organizational purposes.

2.3 Account Registration. In order to utilize Financial Modeling Prep Services, you will need to create a Financial Modeling Prep account. During the process of creating your account, you will be required to furnish your name, email address, and establish a password. Your access to the Financial Modeling Prep APIs will be restricted to the public features until you successfully register for a Financial Modeling Prep account.

When enrolling for a Financial Modeling Prep account, it is mandatory that you provide accurate, up-to-date, and complete information about yourself as stipulated during the account creation procedure. You are responsible for maintaining the accuracy of this information over time. By enrolling for the Financial Modeling Prep APIs, you acknowledge that any false information submitted during the API registration and any actions carried out using a fabricated identity are your liability. It's recognized by the Customer that Financial Modeling Prep accounts are safeguarded. You bear exclusive responsibility for all usage, whether authorized or not, of the Services through your Financial Modeling Prep account.

Sharing your account login or API Key with any other individuals or entities, or enabling their usage of the Services, is strictly prohibited. Similarly, you hold complete responsibility for the actions and oversights of anyone granted access to, or utilizing, any Customer Application. You agree to adopt reasonable precautions to forestall unauthorized access or use of the Services and pledge to promptly notify us of any unauthorized usage. We shall not be held accountable for any losses or damages arising from unauthorized utilization of your Financial Modeling Prep account. Procuring, installing, and maintaining all hardware, software, third-party applications, and other requisites necessary for you and each End User to connect with, access, and employ the Services will be your exclusive responsibility and cost.

2.4 Security of Account Credentials: Your account with Financial Modeling Prep will grant you access to the Financial Modeling Prep APIs and any other features that Financial Modeling Prep might offer intermittently. Safeguarding your passwords is crucial, and you bear full responsibility for the use of your account, both by yourself and any third parties. All activities undertaken under your account are solely your responsibility, except for actions taken by Financial Modeling Prep as outlined here. If you become aware of any unauthorized usage of your account or any security breach, you must promptly inform Financial Modeling Prep.

2.5 Changes to the Services: Financial Modeling Prep is consistently advancing its offerings to ensure an optimal user experience. You acknowledge and accept that the structure and characteristics of The Services provided by Financial Modeling Prep could be altered periodically without prior notice. These modifications might include security updates, additional features, and other improvements. Alterations to The Services will be promptly applicable to all versions of The Services.

2.6 Restrictions and Account Usage

2.6.1 Restrictions. Customer shall comply with, Customer shall not, and shall not permit its clients to: (i) resell, sublicense, distribute or otherwise provide access to The Services, or data or information contained in or derived from The Services, to any third party or use The Services outside the scope of the license granted herein; (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile The Services or otherwise attempt to discover any source code or trade secrets related to The Services; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with The Services for any purpose without the express written consent of Financial Modeling Prep.

2.6.2 Acceptable Data Use Policy. Customer shall comply with the Financial Modeling Prep Acceptable Data Use Policy (“ADUP”), posted here financialmodelingprep.com/acceptable-data-use-policy at all times. Violations of the Financial Modeling Prep ADUP will constitute a material breach of the Agreement.

2.6.3 Abuse of the API: The Company reserves the right to suspend or terminate User's access to the API at its sole discretion if the Company believes that the User and/or Customer is abusing the API. Examples of abuse include, but are not limited to, using excessive bandwidth, using malicious intent to gain access to private data, and using the API to engage in illegal activities. User agrees that the Company shall not be held liable for any damages, losses, or expenses that may arise from the suspension or termination of User's access to the API.

2.7 Customer Support. Financial Modeling Prep will make The Services documentation available through its website. In addition, Financial Modeling Prep will provide online support at [email protected].

2.8 Customer Security. Customer affirms that all locations where Financial Modeling Prep data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that Data is accessible only by Customer, Customer’s authorized agents, and/or Financial Modeling Prep. Customer will notify Financial Modeling Prep of the IP and domain aliases of any location where data is stored or processed. Financial Modeling Prep reserves the right to audit any Customer owned domains to ensure security compliance.

2.9 Data Limits and API Access. Access to the Data and Financial Modeling Prep APIs is subject to the terms outlined in the applicable Subscription Agreement, Order Form, or Terms of Service. Customers are bound by both an API Call Rate Limit, which specifies the maximum number of API requests permitted within a defined time frame, and a Data Usage Limit, which sets the maximum volume of data accessible during a specified period.

The applicable API Call Rate Limits and Data Usage Limits are detailed in the Subscription Agreement, Order Form, pricing page, Terms of Service, or customer account dashboard. These limits are subject to modification at any time, with or without prior notice. It is the Customer's responsibility to review the applicable limits regularly.

3. TERM OF THE AGREEMENT

The term of this Agreement commences on the Effective Date and continues until all Subscription Periods, including any renewals thereof, have been terminated.

4. CHARGES, PAYMENT AND TAXES

4.1 Fees. For Financial Modeling Prep APIs accounts who sign up on our website, you agree to pay in accordance with the rates listed at https://site.financialmodelingprep.com/developer/docs/pricing unless otherwise set forth in an Order Form between the parties.

4.2 Credit Card Payment Terms. For Financial Modeling Prep APIs accounts who sign up on our website, Financial Modeling Prep will charge the credit card Customer has placed on file at the beginning of each month or year based on the plan they have agreed to on the Financial Modeling Prep website.

4.3 Order Form Payment Terms. Should Customer enter into an Order Form, then Customer will be billed for use of The Services in accordance with the applicable Order Form. The pricing specified in an Order Form will be firm for the initial term of the Order Form. Financial Modeling Prep may provide notice of an increase in pricing in advance of Subscription Period renewal.

4.4 Payment. Invoices will be due and payable thirty (30) days from date of invoice unless otherwise stated in a Financial Modeling Prep Order Form and will be paid in immediately available U.S. funds by wire transfer or other method as mutually agreed to by the parties. Any invoiced amount not paid by the due date will bear a late payment charge at the rate of one and a half percent (1.5%) per month (or such lower amount as may be required by law) until paid.

4.5 Taxes. Fees do not include taxes and Customer shall pay, indemnify and hold Financial Modeling Prep harmless from all applicable sales/use, gross receipts, value-added, GST or other tax on the transactions contemplated herein, other than taxes based on the net income or profits of Financial Modeling Prep.

4.6 No Refunds. All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances.

5. CONFIDENTIALITY

“Confidential Information” means, subject to the use license granted in Section 10.2, any non-public information relating to or disclosed in the course of this Agreement, including The Services or information contained in or derived from The Services. The receiving party will not share Confidential Information with third parties (except as otherwise provided in this Agreement, including Section 2), will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only as permitted in this Agreement and for fulfilling its obligations under this Agreement. The receiving party will also ensure that the persons it authorizes to access Confidential information have committed themselves to confidentiality. Confidential Information does not include information that: (a) is or becomes part of the public domain through no fault of the receiving party; and (b) was already in possession of the receiving party without restriction. The receiving party may disclose Confidential Information if it is required to do so by law, so long as the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure. At the request of the disclosing party, the receiving party will return all of the other party’s Confidential Information that is reduced to writing(s), drawing(s), schematic(s), or any other form of documentation, or destroy all such material, and permanently delete if in electronic form, and to certify the destruction to the disclosing party, provided however, if the Agreement is not terminated for cause, the Customer may retain copies of the reports or information printed or obtained through The Services subject at all times to the license restrictions specified in Section 2.4 and the non-disclosure requirements of this Section 5.

6. TERMINATION

6.1 For Cause. Either party may terminate this Agreement and all Order Form, immediately upon written notice to the other party, if the other party: (a) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within thirty (30) days after written notice; (b) commits a material breach of this Agreement which cannot be remedied; or (c) is repeatedly in breach of this Agreement. Abuse or excessive usage of the Financial Modeling Prep APIs beyond the scope permitted under an Order Form will be deemed a material breach justifying Financial Modeling Prep termination or suspension of a Customer’s account.

6.2 Effect of Termination. Upon termination of this Agreement, all license rights hereunder will immediately terminate and Customer will: (i) cease use of The Services, including all Data or information contained in or derived from The Services, Financial Modeling Prep APIs, and Data; (ii) destroy or (if requested by Financial Modeling Prep) return to Financial Modeling Prep all copies or other embodiments of the any and all data or information contained in or derived from The Services, and all other Financial Modeling Prep Confidential Information; and (iii) pay to Financial Modeling Prep all amounts due and owing under this Agreement.

6.3 Data Deletion. Upon termination of this Agreement, Customer must delete all Data it has received from Financial Modeling Prep under all applicable Order Forms, including data cached, and sign the Data Deletion Agreement in Exhibit A. Customer agrees that Financial Modeling Prep has the right to perform an audit should Financial Modeling Prep suspect that Customer is continuing to use the Data

6.4 Breach of Other Agreements. Termination For Cause of another agreement between Financial Modeling Prep and Customer will constitute a breach of contract/termination of this Agreement and trigger the effects of Termination including but not limited to paragraphs 6.2 and 6.3.

7. DISCLAIMER AND LIMITATION OF LIABILITY

7.1 Disclaimer. The Services and all data and information obtained via the services are provided on an “as is,” “as available” basis. to the fullest extent permissible pursuant under applicable law, financial modeling prep makes no warranty or guarantee, express or implied, relating to the services or customer’s use of the services, or any data or information obtained via the services or provided under this agreement, including but not limited to any implied warranties of merchantability, satisfactory quality, non-infringement, and/or fitness for a particular purpose.

7.2 Limitation of Liability. Except for a breach of section 2.4 or section 5, or with respect to a party’s indemnification obligations, each party’s entire aggregate liability to the other party for any and all claims of whatever nature arising out of the provision and use of the services or otherwise arising in connection with this agreement shall not exceed the total amounts paid or payable to financial modeling prep during the six (6) month period immediately preceding the making of the claim pursuant to the order form under which the claim arose. Except for a breach of section 2.4 or section 5, or with respect to a party’s indemnification obligations, a party shall not be liable to the other party or any third-party claimant for indirect, incidental, consequential, reliance, or special loss or damages of any kind including but not limited to lost revenues, lost savings, lost business opportunity, or lost profits, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if the party and/or its subsidiaries and affiliates has been advised of the possibility of such damages.

8. FORCE MAJEURE

Neither party shall be liable for any default or delay in the performance of its obligations hereunder (except for failure to pay amounts due) if and to the extent that such default or delay arises out of causes beyond its reasonable control, including without limitation acts of God, acts of war, acts of terrorism, earthquakes, fires, cable cuts, power outages, catastrophic network element failures, floods, terrorism, riots, civil disorders, rebellions, strikes, lockouts and labor disputes (individually, each such event a “Force Majeure Event”).

9. COMPLIANCE

9.1 Compliance with Laws. Each party shall comply with all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority with respect to The Services, Data or information contained in or derived from the Data.

10. INTELLECTUAL PROPERTY AND CUSTOMER DATA

10.1 Compliance with Applicable Privacy Laws. Each party shall comply with all applicable privacy, information security, data protection, and data breach notification laws and regulat

10.2 Privacy Policy. Each party shall maintain and make publicly available a privacy policy that 1) describes its information collection, use and disclosure practices in sufficient detail such that a reasonable consumer would understand such practices, and 2) contains all other legally-required disclosures, and will comply with such privacy policy.

10.3. Information Security Program. Customer will maintain a comprehensive written information security program which contains appropriate administrative, technical, and physical safeguards to protect the Services and any data contained in or copied, downloaded, or otherwise derived from the Services (“Service Data”) against anticipated threats or hazards to its security, confidentiality or integrity (such as unauthorized access, collection, use, copying, modification, disclosure, or unauthorized, unlawful, or accidental loss, acquisition, or damage).

10.4 Security Incident. Customer will notify Financial Modeling Prep in writing without undue delay (and in any event within 24 hours) whenever Customer reasonably believes an unauthorized access, acquisition, use, modification, disclosure, loss, or damage to any Data or any other unauthorized processing of Data (“Security Incident”) has occurred. After providing notice, Customer will investigate the Security Incident, take all necessary steps to eliminate or contain the exposure of the data or information contained in or derived from the Services, and keep Financial Modeling Prep informed of the status of the Security Incident and all related matters. Except to the extent required by applicable law or regulatory requirement, Customer may not identify Financial Modeling Prep as the source of the Data to any third party without Financial Modeling Prep’s prior written consent, provided that Customer may make such a disclosure to its consultants or legal advisors without Financial Modeling Prep’s prior written consent consistent with Section 5 hereof.

10.5 Compliance with Security Standards. Customer shall regularly test and monitor the effectiveness of the security practices and procedures in the Information Security Program, and will evaluate and adjust its Information Security Program and information security safeguards in light of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any other circumstances that Customer knows or reasonably should know may have a material effect on its Information Security Program and information security safeguards.

Upon request of Financial Modeling Prep, Customer shall provide Financial Modeling Prep with a copy of its most current third-party information security audit report and/or certification, if any, including but not limited to ISO 27001/27002 certifications, PCI-DSS Attestations of Compliance, and SOC 2 reports.

Customer shall allow for and contribute to audits, including inspections, conducted by Financial Modeling Prep or another auditor mandated by Financial Modeling Prep. Financial Modeling Prep may request that Customer provide it with documentation, data, and records (“Records”) relating to Customer’s compliance with this Section 10 (an “Audit”). To the extent Financial Modeling Prep uses a third-party representative to conduct the Audit, Financial Modeling Prep shall ensure that such third party representative is bound by obligations of confidentiality no less protective than those contained in this Agreement. Financial Modeling Prep shall provide Customer with reasonable advance written notice of its intention to conduct an Audit. Financial Modeling Prep shall conduct its Audit in a manner that will result in minimal disruption to Customer’s business operations.

11. INTELLECTUAL PROPERTY AND CUSTOMER DATA

11.1 Intellectual Property. Customer agrees that, as between the parties, Financial Modeling Prep owns all intellectual property rights and all other proprietary interests that are embodied in or practiced by The Services and all Data or information contained in or derived from the Data (other than Customer Data as defined below). Financial Modeling Prep grants no rights other than the rights expressly granted to Customer under this Agreement.

11.2 Customer Data. Financial Modeling Prep agrees that, as between the parties, Customer owns all data directly provided by Customer to Financial Modeling Prep for use with The Services ("Customer Data"). Notwithstanding anything to the contrary in this Agreement, including Section 5 (confidentiality), Customer hereby grants to Financial Modeling Prep a perpetual license to use such Customer Data, without attributing Customer Data to Customer, for enhancing the Data, Financial Modeling Prep’s methodologies, and Financial Modeling Prep’s products and The Services. This license includes the right to use Customer Data in the aggregate and with other data and to create derivative datasets for use in Financial Modeling Prep’s products and The Services.

Customer represents and warrants that (i) Customer Data has been collected, processed and provided to Financial Modeling Prep in accordance with all applicable U.S. and international laws, including applicable data protection legislation, and Customer's privacy policy, and (ii) Customer has provided any required notices and obtained any required consents concerning the collection, use, processing, transfer and disclosure of personal information contained in Customer Data.

12. REGULATORY REQUIREMENT

If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost to provide use of the Services or canceling, changing, or superseding any material term or provision of this Agreement (collectively “Regulatory Requirement”), this Agreement shall be deemed modified in such a way as the parties mutually agree is consistent with the form, intent and purpose of this Agreement and is necessary to comply with such Regulatory Requirement. Should the parties not be able to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then, upon written notice, either party may, to the extent practicable, terminate that portion of the Agreement impacted by the Regulatory Requirement.

13. INDEMNIFICATION

13.1 By Financial Modeling Prep. Financial Modeling Prep will defend, hold harmless, and indemnify Customer and Customer’s affiliates (and their respective employees, directors, and representatives) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorney’s fees, alleging that Customer’s user of Financial Modeling Prep’s Services as permitted hereunder infringes or misappropriates any copyright, trademark, service mark, trade secret or United States patent of a third party (“IP Infringement Claims”). Notwithstanding the foregoing, Financial Modeling Prep shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Customer’s use of The Services other than as contemplated or permitted by this Agreement; (ii) modifications to The Services made by a party other than Financial Modeling Prep or its designee; (iii) Customer’s failure to implement updates provided Financial Modeling Prep specifically to avoid infringement; (iv) Customer’s combination or use of The Services with equipment, devices or software not supplied by Financial Modeling Prep; or (v) Customer’s use of The Services after notice of an IP Infringement Claim or after Financial Modeling Prep has terminated this Agreement. This section provides Customer’s exclusive remedy for any third party infringement claims or remedies. The total indemnification obligation by Financial Modeling Prep shall not exceed the annual contract value paid by Customer to Financial Modeling Prep in the prior twelve (12) months.

13.2 By Customer. Customer shall defend, hold harmless, and indemnify Financial Modeling Prep and its affiliates (and their respective employees, directors, and representatives) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorney’s fees, to the extent resulting from or in connection with (i) Customer’s use of the Services in breach of the Agreement; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by Customer’s use of Financial Modeling Prep’s services.

14. MISCELLANEOUS

14.1 Independent Contractors. Financial Modeling Prep and Customer are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement. Nothing contained herein shall constitute this arrangement to be a joint venture or a partnership between Financial Modeling Prep and Customer. Neither party has any authority to enter into agreements of any kind on behalf of the other party. Each party shall be solely responsible for and shall hold the other harmless from any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax and workers’ compensation.

14.2 Waiver. No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach or default by the other party, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach or default or shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder.

14.3 Partial Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and both parties shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision that is consistent with the original intent of the parties.

14.4 Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended by the parties hereto at any time only by execution of an instrument in writing signed on behalf of each of the parties hereto. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party.

14.5 Binding Effect. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable.

14.6 Survival. Termination of this Agreement shall not affect either party's accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended, including Sections 2.2, 4, 5, 6.2, 7, 9, 10, 12, and 13.

14.7 Assignment. Except for assignment to affiliates, Customer may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without the prior written consent of Financial Modeling Prep. Financial Modeling Prep reserves the right to unilaterally assign this Agreement, including all Order Forms, to another party without obtaining the prior written consent of Customer. Financial Modeling Prep may assign this Agreement to an affiliate or other entity without the written consent of Customer. Subject to the foregoing, this Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns.

14.8 Marketing Materials and Communications. Customer agrees that Financial Modeling Prep may utilize Customer’s trademark and/or trade name solely to identify it as a Financial Modeling Prep Customer and to explain the use case Customer on the Financial Modeling Prep website, in client lists and other marketing materials. Any other uses of Customer’s name and/or logo (other than as included in the Customer content and/or other items furnished to Financial Modeling Prep by Customer) shall require Customer’s prior written consent.

14.9 Entire Agreement. This Agreement, together with any Order Forms, schedules and exhibits attached hereto, all of which are incorporated by reference, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.