CQG's Certified API Partner Program

Thank you for becoming a CQG Certified API Partner.

This Statement of Rights and Responsibilities ("Agreement") sets forth the terms and conditions which govern the relationship between CQG, Inc., a Colorado Corporation ("CQG"), and You as a participant in the CQG Certified API Partner Program (the "Program").

Please read the terms of this Agreement carefully. By submitting an application to CQG for certification as a CQG Certified API Partner, or by participating in the Program, you expressly agree and consent to be bound by all the terms and conditions of this Agreement.

  1. Program Description.  The CQG Certified API Partner Program provides individual programmers, developers, and vendors the opportunity to become Certified API Partners with CQG.  If accepted into the Program, CQG Certified API Partners have access to certain Benefits, as further described below. 
  2. Acceptance of Terms.  In order to participate in the Program, You must first review and accept the terms of this Agreement.  You can accept this Agreement by changing the dropdown box response to “Yes” and then clicking “OK” in the space indicated on the application form.  By accepting this Agreement, You hereby represent to CQG that You are of legal age to form legally binding contracts and are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement. If You are using the CQG APIs or participating in the Program as a representative or employee of a company or other entity, You further represent and warrant to CQG that You have all right and authority, including any requisite corporate authority, to enter into this Agreement on behalf of that company or entity and bind such company or entity to its terms. 
  3. Changes to Terms.  We may amend, modify, change, add or remove portions of this Agreement at any time by posting a revised version on https://www.cqg.com/ API Partners Page. We will also send notification of such revised version of this Agreement to the email address provided by you. The revised version will be effective at the time we post it without regard to whether You received the email notification. Please check this Agreement periodically for changes. Your continued participation in Program and use of the Program’s Benefits after posting of the changes constitutes Your acceptance of such changes.
  4. Program Application; Acceptance.  To apply for membership in the Program, You must complete and submit an application and pay a one-time, nonrefundable application fee to CQG using the application form and means provided on https://www.cqg.com/.  Following its receipt of Your complete application and fee, CQG will review the application and may accept Your application, reject Your application or request additional information from You.  You acknowledge that CQG reserves the right to accept or reject Your application for participation in the Program for any reason or no reason in its sole discretion.  If CQG accepts Your application, You acknowledge that CQG reserves the right to exclude You from participation in the Program at any time for any reason or no reason with or without notice and with no liability.
  5. Program Benefits.  If You are accepted into the Program, provided that You remain in good standing, CQG will provide You with certain benefits in exchange for Your compliance with the terms of this Agreement (“Benefits”).  Benefits are only available to current CQG Certified API Partners who remain in good standing.  CQG reserves the right to change, modify, or terminate any Benefits from time to time in its sole discretion upon prior written notice to You, which notice may be in electronic form.  The Benefits include:
    1. Marketing Benefits. The Marketing Benefits include: (a) CQG will display Your logo, contact information, and a short description of Your product or services on the CQG Certified API Partners Page on the CQG website; (b) CQG will develop and issue a press release announcing Your inclusion into the Program and describing Your product or service; (c) CQG will announce Your acceptance into the Program in CQG’s monthly newsletter, The CQG Trend; and (d) CQG may engage in other joint marketing efforts with You as appropriate, as determined by CQG.
    2. Discounts on Products and Services. CQG will also provide You with a discount on a single instance of CQG Integrated Client as follows: (a) if You are working with an existing CQG customer, such discount will be 100% off of the then current CQG list price; or (b) if You are not currently working with an existing CQG customer, such discount will be 50% off of the then current CQG list price. All such discounts will not include and do not apply third party fees such as exchange fees. Any third party fees will be Your responsibility. All products and services provided or made available by CQG to You hereunder shall be subject to the terms, conditions, and restrictions set forth in the applicable CQG license, services, or purchase agreement.
    3. Support Services. CQG will also provide You with certain Support Services.  Such Support Services Benefits will include: (a) CQG will provide You with support from senior API developers; and (b) CQG will provide You access to the CQG Certified API Partners Network.
  6. Responsibilities of CQG Certified API Partner.  Subject to the terms and conditions of this Agreement, You, at Your sole cost and expense and at no charge to CQG, shall be solely and fully responsible and liable for: (a) conducting Your business in a manner that reflects favorably on the relationship between You and CQG; (b) refraining from any deceptive, misleading, or disparaging practices; and (c) ensuring that Your website and all information, statements, claims, opinions and content thereof, including, without limitation, any third party advertisements displayed therein comply with all applicable foreign, federal, state and local laws, rules, orders and regulations.
  7. CQG Marks.
    1. License. Subject to the terms and conditions of this Agreement, CQG hereby grants to You a limited, non-exclusive, royalty-free, personal and non-transferable, revocable right and license, without right to sublicense (the “Limited License”), to use the CQG Certified API Partner Logo during the Term of this Agreement solely for the purpose of identifying Yourself as a CQG Certified  API Partner and Your participation in the Program (the “Limited Purpose”).
    2. Ownership.  CQG shall be and shall remain the sole and exclusive owner of the CQG Certified API Partner Logo, including all intellectual property and other proprietary rights therein.  All goodwill arising from Your use of the CQG Certified API Partner Logo shall inure to the benefit of CQG, and nothing in this Agreement constitutes the grant of a general license to the CQG Certified API Partner Logo.  All rights not expressly granted by CQG herein are reserved.  No implied licenses are granted by the terms of this Agreement and no license rights with respect to any intellectual property of CQG shall be created by implication or estoppel.   If it becomes advisable at any time in the sole judgment of CQG to modify or terminate Your use of the CQG Certified API Partner Logo, You shall promptly comply with the written direction of CQG.  
    3. Restrictions.  Without limiting the generality of the foregoing, Your use of the CQG Certified API Partner Logo is subject to the following terms, conditions, and restrictions: (a) You shall only use the CQG Certified API Partner Logo in accordance with such procedures and guidelines as CQG may provide in its sole discretion from time to time; (b) You shall include a click-through link to the CQG Certified API Partner website at all times in connection with Your use of the CQG Certified API Partner Logo on Your website; (c) You agree to refer to CQG, CQG products and services, and the Program in the manner specified by CQG as modified from time to time; (d) except for the Limited Purpose, You shall not use the CQG Certified API Partner Logo in connection with any other advertising, marketing, promotional or other materials, activities or displays or information displayed in connection therewith (whether in print or electronic form or otherwise); (e) the Limited License pertains only to use of the CQG Certified API Partner Logo and does not extend to any other trade or service marks of CQG; and (f) except as expressly permitted by the Limited License, You shall at no time adopt, use or register any proprietary indicia, trademarks, service marks, trade names, trade dress, logos, symbols, source or business identifiers, key words or search terms, brand names and/or other designations consisting of or incorporating the CQG Certified API Partner Logo or any term that is a variant of or which is confusingly similar to the CQG Certified API Partner Logo, in whole or in part, anywhere in the world.
  8. Term; Termination.
    1. Term.  The term of this Agreement shall commence on the date that You receive notice of Your acceptance into the acceptance into the Program and shall remain in full force and effect unless and until terminated by You or CQG (the “Term”).
    2. Termination:
      1. You may terminate Your participation in the Program at any time by providing 10 days prior written notice to CQG.
      2. CQG may terminate the Program, Your participation in the Program, or this Agreement, in whole or in part, at any time:
        1. immediately if You file a petition for bankruptcy or are adjudicated bankrupt or insolvent, or make an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if You discontinues or dissolves its business or if a receiver is appointed for You or for Your business and such receiver is not discharged within thirty (30) days;
        2. immediately if You fail to observe or comply with the terms of this Agreement or meet the quality standards acceptable to CQG; or
        3. for any reason or no reason upon 10 days prior notice to You, which notice may be provided electronically. 
    3. Effect of Termination.  Upon the termination of the Program or this Agreement for any reason: (a) all rights and Benefits granted or made available to You under this Agreement and the Program shall immediately cease and terminate and revert to CQG; (b) You shall immediately discontinue all use of the CQG Certified API Partner Logo and any related material or links; (c) You shall destroy or deliver, at CQG’s option, all CQG Marks and Program materials and any related materials or links, in whatever form, that have been provided to You by CQG and shall delete all copies of any materials and information from any computer, computer storage device or media on which such information and materials has been placed or resides; and (d) You shall provide CQG with a written certification stating that it has complied with all its obligations under this Section. 
  9. No Representations/Warranties.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, CQG MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WHETHER ARISING BY OPERATION OF LAW, COURSE OF DEALING, PERFORMANCE, USAGE OR TRADE, ARISING OUT OF OR RELATING TO THE PROGRAM, THIS AGREEMENT, OR ANY BENEFITS OR SERVICES PROVIDED OR MADE AVAILABLE BY CQG HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.    
  10. Miscellaneous.
    1. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, other than such laws, rules, regulations, and case law which would result in the application of the laws of a jurisdiction other than the State of Colorado. You and CQG hereby completely and irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of appropriate jurisdiction located in the City and County of Denver.
    2. Entire Agreement. This Agreement makes up the entire agreement between the parties regarding the CQG Certified API Partner Program, and supersedes any prior agreements.
    3. Severability.  If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction.
    4. Independent Contractor.  The relationship of CQG and You is that of independent contractors, and not one of principal and agent, joint venture or partnership.  Neither CQG nor You shall have any authority to create or assume, in the name or on behalf of the other party, any obligation, express or implied, nor to act or purport to act as the agent or the legally empowered representative of the other party for any purpose whatsoever.
    5. Waiver.  No delay or failure by either party to exercise any right or power will impair any such right or power or be construed to be a waiver thereof.  A waiver by any Party of any of the covenants, conditions, or contracts to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or contract herein contained.  No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced.
    6. Assignment.  This Agreement and the rights granted hereunder are personal to You and You shall not, and shall not have the right or power to assign, delegate, or transfer (via operation of law or otherwise) this Agreement or any of Your rights or obligations under this Agreement to any other person or entity without the prior written consent of CQG.  Any attempted assignment or transfer without such consent shall be void.  CQG may, without the consent of or notice to You, assign, delegate or transfer this Agreement or any of its rights or obligations hereunder at any time.  Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and permitted assigns. 
    7. No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person or entity, other than You and CQG, any right, remedy, or claim by reason of this Agreement, and any such rights, remedies, and claims shall be for the exclusive benefit of You and CQG.