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FINRA Foundation Widget Terms of Use

Effective Date: October 22, 2018

The Financial Investor Education Foundation ("FINRA Foundation” or “Foundation") provides Foundation widgets (the "Widget(s)"), and the data and information available therein through any underlying databases (the "Content"), as available on or through the FINRA Foundation Website (the "FINRA Foundation Website"). This FINRA Foundation Widget terms of use ("Terms of Use") contains the terms and conditions upon which you may access and use the Widgets. The use of the Widgets is conditioned upon the acceptance by you ("Licensee"), without modification, of these Terms of Use and the terms and conditions displayed at http://www.finrafoundation.org/legal-notices, which are incorporated herein by reference. FINRA Foundation reserves any rights, privileges, or immunities not expressly granted under these Terms of Use. Both FINRA Foundation and Licensee are each, a "Party" and together, the "Parties".

  1. Term. These Terms of Use shall be effective as of the Effective Date set forth above and shall remain in effect so long as any Widget is used by Licensee, unless terminated earlier in accordance with these Terms of Use.
  2. Terms Specific to Each Widget. The Widgets are intended to provide Licensee and those who use Licensee's website ("End Users") with certain information, depending on the nature of the Widget.
    1. The FINFACT Widget provides data and graphics describing consumer knowledge and behavior related to financial literacy and financial capability.
  3. Proprietary Rights. The Widgets are proprietary to FINRA Foundation. Licensee's access to and use of any Widget and the Content therein does not transfer any rights to Licensee. Licensee agrees that FINRA Foundation is the exclusive and rightful owner of, and shall retain all worldwide right, title, and interest in and to, all intellectual property and proprietary rights, including copyright and trademark, of the Widgets. Licensee further agrees that FINRA Foundation either is the rightful owner of the Content and shall retain all worldwide right, title, and interest to it or has rights under license to the intellectual property of the Content. Nothing contained in these Terms of Use shall serve to transfer to Licensee any ownership or proprietary interest to any Widget or the Content. FINRA Foundation or FINRA, as the case may be, reserves all intellectual property and proprietary rights in and to the Widgets and Content.
  4. Licensed Marks. Licensee acknowledges and agrees that the Financial Industry Regulatory Authority, Inc. (“FINRA”) is the exclusive and rightful owner of, and shall retain all worldwide right, title, and interest in and to, all registered and unregistered, and any future registered, names, trademarks, trade dress, service marks, domain names, and logos, or any derivation thereof, and all goodwill therein, of FINRA and its affiliates (including but not limited to Foundation) ("Licensed Marks"). Nothing contained in these Terms of Use shall serve to transfer to Licensee any ownership or proprietary interest to the Licensed Marks. In addition, use of the Licensed Marks is subject to FINRA Foundation’s Trademark/Service Mark Notices found at www.finrafoundation.org/Legal/. Except for the limited license granted herein, Licensee is not authorized to use any Licensed Marks. Licensee agrees that the nature and quality of all use of the Licensed Marks, and the goods and services offered in connection therewith by Licensee, shall be of a quality at least as high as the quality of goods and services offered by FINRA Foundation as of the date Licensee agrees to these Terms of Use, and consistent with FINRA Foundation’s reputation as a provider of educational programs and research that help consumers achieve their financial goals and that protect them in a complex and dynamic world. FINRA Foundation may promulgate additional quality standards from time to time, in its discretion, and Licensee agrees to comply with any such quality standards. All names, trademarks, trade dress, service marks, domain names, and logos, other than the Licensed Marks, appearing in the Widgets and the Content therein are the property of their respective owners.
  5. License. Subject to these Terms of Use, FINRA Foundation hereby grants Licensee a worldwide, revocable, non-exclusive, non-transferable, non-sublicensable right and license to download and display the Widgets, their Content, and the Licensed Marks solely on Licensee's website(s) (the "License"). The License and these Terms of Use shall immediately and automatically terminate if at any time Licensee does not comply in a timely fashion with any obligation under these Terms of Use or otherwise upon termination of these Terms of Use. In addition, FINRA Foundation may terminate the License and these Terms of Use in whole or in part upon written notice to Licensee. Licensee shall promptly remove from Licensee's site(s) and delete or otherwise destroy all copies of any Widget and Licensed Marks with respect to which the License and these Terms of Use is terminated or as FINRA Foundation may otherwise request from time to time.
  6. License Restrictions. Except as otherwise expressly specified in these Terms of Use, Licensee may not (a) decompile, reverse engineer, disassemble, modify, distribute, or create derivative works or improvements from any Widget or any portion thereof, or attempt to discover any source code, protocols, or other trade secrets in any Widget; (b) obtain or attempt to obtain unauthorized access to FINRA Foundation's network; (c) incorporate any Widget into any hardware or software device that Licensee is not authorized to use or otherwise modify; (d) use, export, or re-export any Widget in violation of applicable laws or regulations; (e) sell, lease, loan, distribute, transfer, or sublicense any Widget or access thereto or derive income from the use or provision thereof, whether for direct commercial or monetary gain or otherwise; (f) use any Widget in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use; (g) use any Widget, Content, or Licensed Marks in a manner that infringes, violates, or misappropriates FINRA's, its affiliates’ (including but not limited to Foundation), or a third party's intellectual property rights; (h) use any data mining, robots, or similar data gathering or extraction tools; (i) display any Widget or the Licensed Marks on any website or in any manner that disparages FINRA Foundation or FINRA or is otherwise threatening, vulgar, or inappropriate as FINRA Foundation determines, in its sole discretion; or (j) use any Widget for any enterprise or commercial purposes for which the Widget was not designed.
  7. Licensee's Responsibility for Licensee's Website. Licensee shall be solely responsible for Licensee's website, including its development, maintenance, and operation, and all hardware and software used therefor. Likewise, Licensee shall be responsible for all content, data, materials, and information that appear within or on it.
  8. Modifications to the Widget; Suggestions. FINRA Foundation reserves the right to modify or discontinue any Widget with or without notice to Licensee. FINRA Foundation will not be liable to Licensee or any third party should it exercise its right to modify or discontinue a Widget. If Licensee objects to any such changes, Licensee’s sole recourse will be to cease access to that Widget. Continued use of the Widget following notice of any such changes will indicate Licensee’s acknowledgement of such changes and satisfaction with that Widget as so modified. If Licensee provides FINRA Foundation or any of its affiliates with suggestions, reviews, modifications, data, images, text, or other information or content in connection with these Terms of Use for any Widget (“Licensee Suggestions”), Licensee hereby irrevocably assigns to FINRA Foundation all right, title, and interest in and to Licensee Suggestions.
  9. Modification of Terms of Use. FINRA Foundation reserves the right, at its sole discretion, to modify these Terms of Use at any time upon written notice to Licensee, and any changes are effective immediately unless stated otherwise. Only FINRA Foundation has the right to amend these Terms of Use.
  10. Representations and Warranties. Licensee represents and warrants that: (i) Licensee has all the rights, power, and authority (including without limitation all required third party licenses or permissions) to engage in the activity contemplated by these Terms of Use; (ii) the site where Licensee incorporates any Widget will not contain material which is unlawful, obscene, harmful, threatening, harassing, defamatory, or hateful, that invades the privacy of any third party or violates any third party’s intellectual property rights; and (iii) Licensee is responsible for all activity related to or content provided on Licensee’s site, and FINRA Foundation disclaims any and all liability relating thereto.
  11. Indemnity. Licensee shall indemnify, defend, and hold harmless FINRA, its affiliates (including but not limited to Foundation), and licensors, and its and their respective officers, employees, representatives, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to: (i) Licensee's use of any Widget, Content, or Licensed Marks; (ii) Licensee's website and the materials and content appearing thereon, including without limitation, any claims of infringement of the intellectual property rights or other rights of any third party; and (iii) Licensee's violation of any term or condition of these Terms of Use or FINRA Foundation’s Trademark/Service Mark Notices found at www.finrafoundation.org/legal/.
  12. Data. In consideration of Licensee's use of any Widget, Licensee agrees that FINRA Foundation may collect generic tracking data related to Licensee's or Licensee's End Users' use of the Widget(s) in accordance with the FINRA Foundation’s Website Privacy Policy found at www.finrafoundation.org/privacy/.
  13. Warranty Disclaimer. LICENSEE ACKNOWLEDGES AND AGREES THAT THE WIDGETS AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS, AND THAT LICENSEE'S USE OF ANY WIDGET(S) SHALL BE AT LICENSEE'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, FINRA AND FINRA FOUNDATION, THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS (THE "FINRA PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WIDGETS AND CONTENT AND LICENSEE'S USE THEREOF. FINRA FOUNDATION MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE QUALITY, ACCURACY, OR COMPLETENESS OF THE WIDGETS OR THE CONTENT THEREIN AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, QUALITY, OR INACCURACIES OF CONTENT; (II) TECHNICAL ERRORS AFFECTING THE WIDGETS IN ANY WAY; (III) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WIDGETS BY ANY THIRD PARTY; AND/OR (IV) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY WIDGET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM FINRA FOUNDATION OR THROUGH OR FROM USE OF ANY WIDGET OR CONTENT SHALL BE INTENDED TO PROVIDE ANY LEGAL, TAX, INVESTMENT, OR FINANCIAL ADVICE OR TO BE COMPLETE ON ANY SUBJECT MATTER CONTAINED THEREIN.
  14. Limitation of Liability. IN NO EVENT WILL THE FINRA PARTIES BE LIABLE TO LICENSEE FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE USE OR DISTRIBUTION OF ANY WIDGET, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT FINRA FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS MAY NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO LICENSEE.
  15. Miscellaneous. Entire Agreement. These Terms of Use, FINRA Foundation’s Trademark/Service Mark Notices, and FINRA Foundation's Website Privacy Policy constitute the entire agreement between Licensee and FINRA Foundation. Governing Law. These Terms of Use shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Licensee agrees that the jurisdiction for any claim brought under these Terms of Use shall be in New York City, State of New York. Licensee also expressly waives any right to a jury trial. Severability. If any of the provisions of these Terms of Use shall to any extent be invalid or unenforceable, the remainder of these Terms of Use shall not be affected thereby, and each term and provision of these Terms of Use shall be valid and enforceable to the fullest extent permitted by law. Assignment. Licensee may not assign, delegate, or otherwise transfer these Terms of Use, but FINRA Foundation may assign, delegate, or otherwise transfer these Terms of Use in its sole discretion and without notice to Licensee. Any attempted assignment by Licensee in violation of this section will be null and void. Interpretation. The descriptive headings in these Terms of Use are for convenience and will not affect its meaning or interpretation. Waiver. The failure of either Licensee or FINRA Foundation to enforce any provisions of or rights deriving from these Terms of Use does not waive those provisions or rights, or the right to enforce those provisions or rights. Survival. Sections 3, 4, 7, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive any termination of these Terms of Use.
  16. By selecting the “I agree to comply with the FINRA Foundation Widget Terms of Use and am authorized to do so on behalf of my organization” box, you certify that you have read and understand the Terms of Use set forth above and intend to form a binding agreement. If you are accepting these Terms of Use on behalf of an organization, you certified that you have the authority of that organization to enter into these Terms of Use.