API Terms and Conditions (Ts & Cs)

Effective Date: December 20th 2021
The use of the iNDEX Research API Service is conditional upon consent to the following Terms and Conditions of the API Service. By using the API Service, you are expressing your consent to these Terms and Conditions

General
iNDEX Research and Development Indices Ltd (hereafter – “iNDEX Research”) has the intellectual property rights of the API Service defined below.

The use of the API Service is subject to the terms that are set out in the Usage Agreement below and to the terms of use prescribed on iNDEX Research’s website (hereafter – “the Usage Agreement”) and is conditional upon an individual and/or a corporation (hereafter – “the Licensee”) consent to all of its terms.

By marking your approval of the terms of the Usage Agreement (“I Accept”) or by using the API Service, the Licensee is giving his consent to all of the terms of the Usage Agreement. If the above consent is given in the name of any corporation, you declare that you have been duly authorized by the corporation to consent in its name to the terms of the Usage Agreement.

  1. API Service” – Information that is produced via an application programming interface system that supports a direct interface between the IT systems of the Licensee and the data of iNDEX Research (API System), as described on iNDEX Research’s publications (respectively above and below – “API Service”). For the purposes of this Agreement, “API Service” including any part thereof.
  2. License
    1. The Licensee is granted with a non-exclusive license for the term of the Usage Agreement to use the API Service requested by the Licensee, as prescribed in the Usage Agreement (hereafter – “the License””). The License is to the usage of the API Service in accordance with the terms of the Usage Agreement. Other than the aforesaid License, the Licensee is not granted any right in the API Service is prohibited from making and/or allowing another to make any other use of the API Service, whether commercial or otherwise, unless explicitly stated otherwise in the Usage Agreement.
    2. The License is not exclusive and iNDEX Research may grant additional Usage Licenses for the API Service and to use it itself or through anyone acting on its behalf, in any manner that it deems fit.
    3. The Licensee is permitted to process the API Service, store it, but not to distribute it. If the Licensee wishes to distribute the API Service, Licensee is required to contact iNDEX Research in order to establish specific agreements as to the manner of distribution and the requisite payment, based on iNDEX Research’s distribution pricing.
    4. The Licensee is prohibited from using the API Service for the purpose of creating financial instruments, including derivatives. If the Licensee wishes to create financial instruments based on the API Service, the Licensee is required to contact iNDEX Research in advance in order to establish specific agreements as to the manner of creating financial instruments and the requisite payment, based on iNDEX Research’s indices licensing pricing.
    5. The Licensee is prohibited from granting third parties any rights in the API Service or any part thereof and you are prohibited from transferring any rights in the API Service to any third party, including by way of sub-licensing, assignment and transfer or otherwise.
    6. Subject to the specific terms and conditions of the API Service purchased, the Licensee may distribute the API Service or any part thereof, solely to its clients that are end users and for their internal use only. If the Licensee is distributing the API Service to clients as above, Licensee hereby undertake to inform them of the provisions of the Usage Agreement as regarding the use of the API Service by the client, including, without prejudice to the generality of the aforesaid, as regarding the rights of iNDEX Research in the API Service, the use options of the API Service and the limited liability of iNDEX Research.
    7. The API Service may only be used for legal purposes and will be used in accordance with the provisions of any law, including the directives of the competent authorities. Allowing the use of the API Service for an illegal purpose or in a manner that contradicts public policy is strictly prohibited.
    8. All rights in the API Service, including but without prejudice to the generality of the aforesaid, copyright, trade secrets, distribution rights and any other intellectual property, are and will continue to be fully owned by iNDEX Research and/or by third parties that have granted iNDEX Research rights in the API Service.
    9. The Licensee hereby undertakes to implement any security measures that are required to prevent access to the API Service by any person that is not entitled thereto according to the terms of the Usage Agreement.
    10. iNDEX Research may, at any time, make modifications to the API Service, including to the content or structure of the API Service, and to alter its presentation or to discontinue the distribution of and/or the issue of usage licenses for the API Service. iNDEX Research will deliver a notice of such modifications in advance, in the manner that it shall deem fit.
    11. iNDEX Research may from time to time, at any time and for any reason, make modifications to the Usage Agreement and/or terminate the Agreement and cancel the License issued thereunder, provided that it delivers a notice thereof in advance, in the manner that it deems fit, within a time frame that is reasonable under the circumstances.
    12. The binding version of the Usage Agreement is the most recent version published by iNDEX Research, and shall apply both to products that you have selected upon registering as a client and to products that you may select in the future.
    13. If for technical reasons or for any other reason information in excess of that included in the API Service is delivered to you, you hereby undertake not to make any use of such information and to inform iNDEX Research thereof immediately upon learning of the delivery such information.
    14. iNDEX Research will deliver the information that is included in the API Service on the relevant dates, based on the nature of the API Service, unless its delivery is impeded by force majeure, malfunction or disruption resulting from infrastructure and/or interrupted communication and/or strikes and/or shutdowns and/or other factors over which iNDEX Research has no control and that preclude the delivery of all or part of the information that is included in the API Service. In the event of such disruption, iNDEX Research will make reasonable efforts, to the extent that is within its control, to resume the regular delivery of the information as early as possible under the circumstances.
  3. API Service Use Data CollectioniNDEX Research maintains the right to collect, whether on its own or through others acting on its behalf, various data relating to the use of the API Service, including data relating to the use of the API Service by you or your clients, for statistical purposes and/or for the improvement or maintenance of the API Service and/or for billing purposes, this while maintaining your privacy, subject to the provisions of the law. Without prejudice to the aforesaid, the use of such information will be made in accordance with iNDEX Research’s privacy policy
  4. CustomizationThe API Service is provided “as is” without iNDEX Research or any third party making any representation or undertaking in relation thereto, whether explicit or implied, including, inter alia, as regarding its suitability to your needs, to any commercial needs or for any other purpose. iNDEX Research does not undertake that the API Service will operate continuously, without disruption or delays or in a safe manner, without other disruptions relating to the internet network, to infrastructure causes or to other factors.
  5. Data InterpretationThe API Service should not be construed as a recommendation or an advice to act in one manner or another, including as regarding investment decision-making or any other capital market related actions and/or inactions. The API Service is not a substitute for personalized consulting that takes into consideration the specific needs and circumstances of the individual and does not in any manner supplies advice, recommendations or guidance.
  6. Limitation of Liability
    1. The API Service Usage License is granted to you subject to the limitation of liability that is set out below and the Licensee express its consent to receiving the Usage License under said terms.
    2. The liability of iNDEX Research and/or of anyone acting on its behalf under the Usage Agreement or under any law, including contract law and torts law, shall only apply to a direct damage caused to you as a result of the use of the API Service or due to the use and that is a direct result of malice or gross negligence on the part of iNDEX Research or anyone acting on its behalf (hereafter – “Liability Event”).
    3. In the occurrence of a “Liability Event”, the following provisions shall apply:
      1. The liability of iNDEX Research is to the holder of the Usage License only and not to any third party. To remove any doubt, it is hereby clarified that damage/loss caused to any third party that you would be required to cover or pay in any manner and for any reason shall not be deemed as damage/loss incurred by you and for which iNDEX Research is liable for payment or indemnification.
      2. iNDEX Research is not liable for an indirect, incidental, consequential , special or punitive damage/loss, including but without prejudice to the generality of the aforesaid, trading losses, loss of anticipated profits, loss of customers, damage to goodwill or reputation, loss resulting from the discontinuance of operations or increase in your expenditure etc. that the Licensee may incur.
      3. The liability of iNDEX Research to a “Liability Event” is limited to the “Liability Amount” as defined below. The “Liability Amount” signifies – the cumulative amount of all actual payments made by the Licensee for the API Service Usage License in the six months that preceded the Liability Event.
      4. For the avoidance of doubt, it is hereby expressed that if a competent court rules that iNDEX Research’s liability applies, notwithstanding the foregoing, also in a case that is not a “liability event”, the liability shall be limited as provided in sections ii. and iii. above.
      5. The Licensee acknowledges that without its consent to the stated in this section above, iNDEX Research would not have entered into the Usage Agreement with the Licensee.
  7. Paymentthe API Service is subject to payments to iNDEX Research’s based on iNDEX Research’s API Service pricing or on specific agreements signed between iNDEX Research and the Licensee. The Licensee acknowledges that iNDEX Research’s API Service pricing may be updated from time to time. iNDEX Research may, at any time, modify the amounts that are charged for the API Service and the structure of payments, including charging a payment on API Service for which the usage license was granted free of charge. Notice of such modification shall be delivered by iNDEX Research in advance, in the manner that it deems fit, within a time frame that is reasonable under the circumstances, and the modification will come into effect on the date specified in the notice (hereafter – “Modification Date”). It is hereby clarified that such modification shall not apply to use of the API Service prior to the Modification Date. Upon receiving notice of such modification, you shall be entitled to immediately terminate the Agreement. If the Licensee continues using the API Service after the Modification Date, this shall be deemed as consent to pay the updated price.
  8. Cancellation
    1. Cancellation of a transaction in accordance with the Consumer Protection Law, 1981 (in this section below – “the Law”) – A private customer who is a “consumer” within its meaning in the Law, may terminate his engagement to purchase a license for the use of data products (hereafter – “the Transaction”), as stated below: In an ongoing transaction, within its meaning in the Law –
      1. The customer may notify iNDEX Research of the termination of the Transaction (hereafter – “the Cancellation Notice”) at any time and the Transaction will terminate on the date of receipt of the Cancellation Notice at iNDEX Research.
      2. The customer will be charged for the products that had been supplied to him up to the actual date of termination of the Transaction (the proportion of the charge will reflect the nature of the Transaction and/or the type of product purchased by the consumer and/or the usage period, as appropriate).

      In a non-ongoing transaction, within its meaning in the Law –

      1. The customer may notify iNDEX Research of the termination of the Transaction (hereafter – “the Cancellation Notice”) at least 30 days prior to the commencement of provision of the service or supply of the API Service ordered by the customer, as appropriate.
    2. Cancellation by a party that is not a “consumer” within its meaning in the Consumer Protection Law – The customer may terminate the use of the API Service and the engagement under this product purchase agreement at any time, by delivery of a Cancellation Notice, however the engagement will terminate at the end of the calendar month in which the Cancellation Notice was delivered.
    3. Manner of delivery of a Cancellation Notice – A Cancellation Notice will be delivered by sending a cancelation notice email to info@indx.co.il. Receipt of the Cancellation Notice at the computer system of iNDEX Research will be deemed as the date of delivery of the Cancellation Notice.
    4. General – The stated in this policy does not detract from the right of iNDEX Research to charge any payment or to reject a Transaction cancellation, provided that there is no legal impediment. In the event that iNDEX Research approves a Transaction cancellation, even where it is not legally obligated to do so, iNDEX Research may attach conditions to the cancellation or charge additional amounts at its discretion. The definitions in this section 8 follow the definitions included in the Consumer Protection Law, 1981, with the necessary changes
  9. Any waiver, extension, non-response or forbearance on the part of iNDEX Research shall not be deemed as waiver by iNDEX Research of any right that is conferred upon it by the Usage Agreement or under any law.
  10. The Usage Agreement includes all of the agreements between the parties and cancels any contract, memorandum of understanding, minutes, custom, document, representation or negotiations that preceded its signing. Although the Usage Agreement is presented in an electronic format, it shall be binding to the parties even if not physically signed by them.
  11. The Usage Agreement shall be construed, interpreted and governed solely in accordance with and by the laws of the State of Israel and the competent courts in the District of Tel Aviv-Jaffa shall have exclusive jurisdiction in any matter deriving hereof or relating hereto.