E*TRADE API Non-Commercial License
This E*TRADE API Non-Commercial License ("License") governs Your use of the E*TRADE V1 API Source Code (“API Code”). By using the API Code, you acknowledge that You have read and understand the terms of this Agreement and that You consent to be legally bound by the Agreement.
1. Introduction. E*TRADE has developed application program interface ("API") code to permit its customers to use their own internal proprietary software tools in managing their accounts with E*TRADE. This License is intended only for users who wish to use the API Code by itself as is, or in connection with or for the development of their own internal proprietary tools to manage their own E*TRADE accounts. This License is not for anybody who is developing software applications that they wish to: (a) sell to third party users for a fee, or (b) give to third party users to generate an indirect financial benefit (e.g., commissions) and may not be used for such purpose.
1.1. "API Code" means the client source code for E*TRADE’s V1 API that is made available to You.
1.2. "Non-Commercial Purposes" means using API Code by itself as is, or in connection with or for the development of applications, programs, or other works that (a) interface with E*TRADE’s trading platform, and (b) allow You to access Your account information, access market data, perform analytics, enter orders, or perform any other transactions or functions all in connection with Your account at E*TRADE.
1.3. "You" or "Your" means an individual or a legal entity exercising rights under this License. For legal entities, "You" or "Your" includes any entity which controls, is controlled by, or is under common control with, You, where "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
2. License Grant and Rights.
2.1. Subject to the terms of this License, E*TRADE hereby grants to You and You, by downloading and using the API Code, accept a personal, royalty-free, non-exclusive, non-sublicensable, non-transferable, restricted right and license to install, modify and use the API Code solely for personal, Non-Commercial Purposes.
2.2. The User acknowledges that the Software constitutes valuable copyrighted intellectual property. By accepting this License, You do not become the owner of the Software. You have the limited right to use the Software as set forth in this Agreement. You agree not to provide or otherwise make available the Software in any form to any person or entity without prior written consent of E*TRADE, except as provided in this Agreement. You will provide at least the same protection to the intellectual property of Licensor as it uses to protect its own intellectual property.
3.1. You acknowledge and agree that You shall only use the API Code for personal use and for Non-Commercial Purposes. Any other uses of the API Code are expressly prohibited.
3.2. You must retain and reproduce in all copies of API Code the copyright and other proprietary notices and disclaimers of E*TRADE as they appear in the API Code, and keep intact all notices in the API Code that refer to this License.
3.3. You agree not to publish, disseminate, or redistribute the API Code to any third party.
3.4. You agree that You will maintain an account at E*TRADE for the duration of this License and that You will only use the API Code in connection with Your E*TRADE account and services provided to You by E*TRADE.
4. Ownership of API Code.
4.1. Except as expressly set forth herein, E*TRADE and its affiliates or its licensors shall own all right, title and interest in and to the API Code.
5. DISCLAIMER OF WARRANTIES.
5.1. You expressly acknowledge and agree that although E*TRADE grants the license to the API Code set forth herein, E*TRADE and its licensors provide no assurances that the API Code does not infringe the patent or other intellectual property rights of any other entity. E*TRADE and its licensors disclaim any liability to You for claims brought by any other person or entity based on infringement of intellectual property rights or otherwise.
5.2. The API Code may contain in whole or in part pre-release, untested, or not fully tested works. The API Code may contain errors that could cause failures or loss of data, and may be incomplete or contain inaccuracies. You expressly acknowledge and agree that use of the API Code, or any portion thereof, is at Your sole and entire risk. YOU UNDERSTAND AND AGREE THAT THE API CODE IS PROVIDED "AS IS" AND ON AN "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE API CODE IS FREE OF DEFECTS, MERCHANTABLE, NON-INFRINGING OR FIT FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY API CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
6. LIMITATION OF LIABILITY.
6.1. YOU UNDERSTAND AND AGREE THAT E*TRADE, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF OR RELATING TO THE API CODE OR THE USE OF THE API CODE, INCLUDING ANY TRADING LOSS, LOSS OF PROFIT, LOSS OF BUSINESS, OR LOSS OF DATA, WHETHER OR NOT E*TRADE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
7.1. To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless E*TRADE, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Your use of the API Code, (b) any application You develop with the API Code that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, and (c) any non-compliance by You with this License.
8.1. This License and the rights granted hereunder will terminate automatically: (a) if You fail to comply with any term(s) of this License and fail to cure such breach within 30 days of becoming aware of such breach; (b) if You are no longer a customer of E*TRADE; or (c) if You, at any time during the term of this License, commence an action for patent infringement against E*TRADE (provided that E*TRADE did not first commence an action for patent infringement against You in that instance).
8.2 YOU UNDERSTAND AND AGREE THAT E*TRADE RESERVES THE RIGHT TO SUSPEND YOUR USE OF THE API CODE AND AMEND, MODIFY OR TERMINATE THIS AGREEMENT AT ANY TIME OR FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS OF YOUR CUSTOMER AGREEMENT AND APPLICABLE LAW. YOU UNDERSTAND THAT ANY AMENDMENT OF THIS AGREEMENT WILL BE EFFECTIVE AS OF THE DESIGNATED EFFECTIVE DATE. YOU ALSO UNDERSTAND THAT BY CONTINUING TO USE THE API CODE, YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT AND WILL BE LEGALLY BOUND BY SUCH AMENDED TERMS AND CONDITIONS.
8.3. You shall destroy all copies of the API Code upon termination of this License, and shall not retain the API Code in any form after such destruction.
8.4. The following sections shall survive any termination.
9.1. You agree that if E*TRADE does not exercise or enforce any legal right or remedy which is contained in this License or is available to E*TRADE under any applicable law), this will not be taken to be a formal waiver of E*TRADE's rights and that those rights or remedies will still be available to E*TRADE.
9.2. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License is invalid, then that provision will be removed from this License without affecting the rest of this License. The remaining provisions of this License will continue to be valid and enforceable.
9.3. This License constitutes the whole legal agreement between You and E*TRADE and governs Your use of the API Code, and completely replaces any prior agreements between You and E*TRADE in relation to the API Code.
9.4. If You are entering into this Agreement on behalf of your employer or other entity, You represent and warrant that You have full legal authority to bind your employer or such entity to this Agreement.
9.5. You may not assign the rights granted in this License without E*TRADE's prior written approval.
10. Arbitration Agreement and Disclosures
10.1 By using the API Code, You agree to resolve by binding arbitration any controversy that may arise between You and E*TRADE relating to Your use of this License, the API Code, or any service provided to You by E*TRADE to relating to the API Code. This arbitration agreement includes any controversy involving transactions of any kind made on the Your behalf by or through E*TRADE, or the performance, construction or breach of this Agreement or any other written agreement between E*TRADE and the Account Holder. Such arbitration will be conducted in accordance with the rules then in effect of FINRA unless the rules of another self- regulatory organization to which E*TRADE is subject mandate arbitration before that organization, in which case the arbitration will be conducted in accordance with the rules then in effect of that organization. Any dispute or claim involving a dollar amount in excess of $50,000 will be before a panel of at least three arbitrators. You make this arbitration agreement on behalf of Yourself and Your heirs, administrators, representatives, executors, successors, assigns and together with all other persons claiming a legal or beneficial interest relating to Your use of the API Code.
10.2 Any award of the arbitrator or a majority of the arbitrators will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys' fees or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting the confirmation or enforcement of said award.
10.3 No person will bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) You is excluded from the class by the court.
10.4 Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Customer Agreement except to the extent stated herein.
10.5 If You are not residing in the United States at the time a controversy arises between You and E*TRADE, in addition to the provisions described above, You agree: (i) that any arbitration hearing will be held in San Francisco, California unless otherwise agreed between You and E*TRADE or unless FINRA (or other self-regulatory organization administering the arbitration) designates another hearing location; (ii) to the personal jurisdiction of the courts of the State of California, U.S.A., to interpret and enforce these arbitration provisions described in this Agreement; and (ii) that all arbitrations will be held in the English language, unless otherwise agreed to by the parties.
10.6 Notwithstanding this, You agree that E*TRADE shall be allowed to apply for injunctive remedies in any jurisdiction.