FINRA CE Licensed Product(s) Terms of Use

Effective Date: Jan. 1, 2024

The Financial Industry Regulatory Authority, Inc. ("FINRA") develops and licenses financial services industry-related materials and courses (“CE Licensed Product(s)”) that are made available through FINRA’s online platform (“FinPro”). The use of the CE Licensed Product(s) is conditioned upon the acceptance by you (“End User”), without modification, of these terms of use, and the FINRA Terms of Use displayed at www.finra.org/terms-of-use, which are incorporated herein by reference, (collectively, "Terms of Use"). FINRA reserves any rights, privileges, or immunities not expressly granted under these Terms of Use.

In consideration of the recitals and the mutual covenants and conditions set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. License.

1.1. License. Subject to these Terms of Use, FINRA hereby grants End User a worldwide, revocable, non-exclusive, non-transferable, non-sublicensable right and license to display the CE Licensed Product(s) solely on FinPro (the “License”). The License and these Terms of Use shall immediately and automatically terminate if at any time End User does not comply in a timely fashion with any obligation under these Terms of Use. In addition, FINRA may terminate the License and these Terms of Use in whole or in part upon written notice to End User.

1.2. Restrictions on License. Except as otherwise expressly specified in these Terms of Use, End User may not:

  1. decompile, reverse engineer, disassemble, modify, distribute, or create derivative works or improvements from CE Licensed Product(s) or any portion thereof, or attempt to discover any source code, protocols, or other trade secrets in CE Licensed Product(s); 
  2. obtain or attempt to obtain unauthorized access to FINRA’s network; 
  3. incorporate CE Licensed Product(s) into any hardware or software device;
  4. use, export, or re-export CE Licensed Product(s) in violation of applicable laws or regulations; 
  5. sell, lease, loan, distribute, transfer, or sublicense CE Licensed Product(s) or the data contained therein or access thereto or derive income from the use or provision thereof, whether for direct commercial or monetary gain or otherwise; 
  6. develop or create a database of data using CE Licensed Product(s) or the data contained therein;
  7. use any process to monitor or copy CE Licensed Product(s) in bulk, or use any data mining, scraping or harvesting tools (including robots) or any similar data gathering or extraction tools; 
  8. use any device, software or routine to bypass any software or hardware that limits the volume or frequency of requests for the CE Licensed Product(s) data;
  9. attempt to interfere or interfere with the proper working of CE Licensed Product(s), including taking any action that imposes an unreasonable or disproportionately large load on CE Licensed Product(s) (including by making voluminous, excessive or repetitive requests for data) or FINRA;
  10. alter or modify the factual content of the CE Licensed Product(s) data;
  11. create derivative works or improvements from the CE Licensed Product(s) data;
  12. use CE Licensed Product(s) or the data contained therein in any unlawful, fraudulent, misleading, obscene, harmful, threatening, harassing, defamatory or hateful manner, that invades the privacy of any third party, for any unlawful purpose, or in any manner inconsistent with these Terms of Use;
  13. use CE Licensed Product(s) data for unsolicited marketing of goods or services;
  14. use CE Licensed Product(s) or Licensed Marks in a manner that infringes, violates or misappropriates FINRA’s, its affiliates, or a third party’s intellectual property rights;
  15. display CE Licensed Product(s) or the CE Licensed Marks on any website or in any manner that disparages FINRA or is otherwise threatening, vulgar or inappropriate as FINRA determines, in its sole discretion; or 
  16. use CE Licensed Product(s) for any purpose, other than those specified herein. 

1.3. Payment. As consideration for the CE Licensed Product(s), the End User will pay a license fee for access and use of the CE Licensed Product(s), if applicable. Notwithstanding anything to the contrary in these Terms of Use, FINRA shall not incur any obligation and the End User shall have no rights under these Terms of Use until such time as all fees justly due and owing have been paid by the End User. Other than as specifically agreed to by FINRA, all fees shall be non-refundable.

1.4. No Notice Removal. End User shall not remove, obscure, make illegible, or alter any original copyright or other notices or indications placed on the CE Licensed Product(s).

2. Ownership.

2.1. CE Licensed Product(s). The CE Licensed Product(s) are proprietary to FINRA. End User’s access to and use of any CE Licensed Product(s) does not transfer any rights to End User. FINRA owns the CE Licensed Product(s) and all derivatives. The End User acknowledges and agrees that FINRA 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 CE Licensed Product(s). The End User agrees that it shall have no property or other rights to the CE Licensed Product(s). The CE Licensed Product(s) shall include, but shall not be limited, to software (both object and source code), raw data including text, graphics, images and video as delivered to the End User under these Terms of Use. The CE Licensed Product(s) shall further include any and all revisions, updates, modifications, derivatives and alterations thereto. Nothing contained in these Terms of Use shall serve to transfer to the End User any ownership or proprietary interest to the CE Licensed Product(s). FINRA reserves all intellectual property and proprietary rights in and to the CE Licensed Product(s) not specifically granted to the End User under these Terms of Use.

2.2. FINRA CE Licensed Marks. End User acknowledges and agrees that 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 ("CE Licensed Marks"). Nothing contained in these Terms of Use shall serve to transfer to End User any ownership or proprietary interest to the CE Licensed Marks. In addition, use of the CE Licensed Marks is subject to FINRA’s Trademark/Service Mark Notices found at www.finra.org/Legal/.  Except for the limited license granted herein, End User is not authorized to use any CE Licensed Marks. All names, trademarks, trade dress, service marks, domain names, and logos, other than the CE Licensed Marks, appearing in the CE Licensed Product(s) therein are the property of their respective owners.

2.3. Permitted Uses. Subject to Section 2.4 (Restrictions) and any other restrictions in these Terms of Use, the CE Licensed Product(s) shall be used ONLY for your own personal or professional use, and in accordance with these Terms of Use for non-commercial purposes consistent with the promotion of just and equitable principles of trade and the protection of investors and the public interest. 

2.4. Restrictions on Use of FINRA’s CE Licensed Marks and Publicity. The End User agrees that the End User will not: (a) use any CE Licensed Marks, in any way including (without limitation) in any advertising or promotional media, or for any other reason, without the prior written consent of FINRA; or (b) make any statements to the media or issue any press statements regarding FINRA. Nothing contained in these Terms of Use shall be deemed to give such consent.

FINRA reserves the right to suspend or terminate your access to CE Licensed Product(s), with or without notice to you, in the event that FINRA believes that you have violated any provision of these Terms of Use.

2.5. Rules of Conduct. End User understands that if End User violates any of the rules of conduct, End User’s Continuing Education (CE) results will be forfeited, and End User may be subject to disciplinary action by FINRA, another self-regulatory organization, the Securities and Exchange Commission, or any other regulator (government or private) that has jurisdiction over End User’s activities, up to and including, being barred from participating in the financial services industry. End User also agrees that End User will not engage in any activities that will dishonestly improve End User’s results or dishonestly improve or damage the results of others required to complete the FINRA CE requirement.

End User will maintain the confidentiality of all CE Licensed Product(s) by not:

  1. making the learning content, answers, or solutions to the assessment activities (together, CE Licensed Product(s)) available to anyone;
  2. electronically capturing or attempting to capture any CE Licensed Product(s) from any digital device screen;
  3. photographing, recording, printing or otherwise reproducing (digitally or otherwise) any CE Licensed Product(s);
  4. discussing, posting, publishing, or otherwise disseminating CE Licensed Product(s) via email, social media, or other Internet presence, or otherwise; and/or,
  5. reproducing or attempting to reproduce CE Licensed Product(s) through memorization.

End User will not:

  1. use the CE Licensed Product(s) for any purpose other than fulfilling End User’s own CE requirements;
  2. permit or encourage another party to engage in these prohibited activities; and/or,
  3. accept assistance from any other person in completing the assessment activities.

3. Privacy.

3.1. General Privacy. The terms of FINRA’s Privacy Policy, available at www.finra.org/privacy/, govern the use of End User’s information, if any, in connection with these Terms of Use or use of the CE Licensed Product(s).

3.2. CE Privacy. This Section 3.2 applies to the online information collection and use practices of FINRA for the purposes of administering all FINRA CE. This CE Privacy Statement complements the Entitlement Program Agreement and Terms of Use and the FINRA Privacy Policy and may be updated from time to time. If at any time End User chooses not to accept the terms of this CE Privacy Statement, End User should not use this website.

3.3. Data Processing. FINRA is a United States company, and FINRA processes End User personal information in the United States, which may not have the same level of data protection as End User’s home country.

4. Warranty Disclaimer.

4.1. Disclaimer. THE CE LICENSED PRODUCT(S) ARE PROVIDED "AS IS", "AS AVAILABLE", "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND. WITHOUT IN ANY WAY LIMITING THE FOREGOING, FINRA DOES NOT REPRESENT OR WARRANT: 1) UNINTERRUPTED USE, CONTINUED AVAILABILITY OR UNINTERRUPTED, TIMELY OR ACCURATE OPERATION OF THE CE LICENSED PRODUCT(S); 2) THE CE LICENSED PRODUCT(S) WILL MEET THE END USER’S REQUIREMENTS OR WILL BE DELIVERED IN A MANNER THAT IS UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; 3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CE LICENSED PRODUCT(S), WILL BE EFFECTIVE, ACCURATE OR RELIABLE; 4) THE QUALITY OF THE LICENSED PRODUCT(S) WILL MEET THE END USER’S EXPECTATIONS; OR THAT 5) ANY ERRORS OR DEFECTS IN THE CE LICENSED PRODUCT(S) WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE END USER FROM FINRA OR THROUGH OR FROM USE OF THE CE LICENSED PRODUCT(S) SHALL BE INTENDED TO PROVIDE ANY LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE. FINRA IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OF THE CE LICENSED PRODUCT(S).

FINRA DOES NOT OFFER ANY WARRANTIES OF ANY KIND, INCLUDING EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, TITLE, OWNERSHIP, INTELLECTUAL PROPERTY INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, AVAILABILITY, FREEDOM FROM INTERRUPTION, ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

4.2. No Further Warranties or Representations. Nothing contained in these Terms of Use shall be construed as: (a) an agreement to prosecute actions or suits against third parties for infringement or conferring any right to bring or prosecute actions or suits against third parties for infringement; or (b) an obligation on the part of FINRA to furnish any technical information or know-how related to the CE Licensed Product(s) or the use or display thereof as contemplated under these Terms of Use.

4.3. Regulatory. FINRA makes no warranties or other representations that the use of any CE Licensed Product(s) will satisfy the End User's employees’ statutory and/or regulatory responsibilities with respect to federal, state laws and regulations and/or FINRA regulations. Further, the End User's license and/or access or use of a CE Licensed Product(s) will not exempt the End User or the End User's firm (if involved in the industry) from a FINRA examination on a similar subject or guarantee or ensure that, upon such an examination, the End User will be found to comply with the related regulation.

5. Indemnification and Limitation of Liability.

5.1. Indemnification. End User shall indemnify, defend and hold harmless FINRA, its affiliates and licensors, and its and their respective officers, employees, representatives and agents (“FINRA Parties”) 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) End User's use of any CE Licensed Product(s) or CE Licensed Marks; (ii) End User'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; (iii) the End User’s breach of any terms, provisions, covenants, warranties or representations contained herein and/or in connection with the enforcement of these Terms of Use; and (iii) End User's violation of these Terms of Use or FINRA's Terms of Use displayed at www.finra.org/terms-of-use.

5.2. Limitation of Liability. IN NO EVENT WILL THE FINRA PARTIES BE LIABLE TO END USER 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 OF USE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FINRA 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 END USER.

6. Confidential Information. In connection with these Terms of Use, the End User may be dealing with the confidential and proprietary information of FINRA, including the CE Licensed Product(s) and these Terms of Use which shall be deemed “FINRA Confidential Information,” the disclosure of which would cause irreparable injury to FINRA. The End User shall not disclose to anyone, directly or indirectly, either while performing under these Terms of Use or at any other time thereafter, any such FINRA Confidential Information, or use such FINRA Confidential Information other than in connection with performing the obligations under these Terms of Use. All FINRA files and documents, including the CE Licensed Product(s) material that the End User might acquire under these Terms of Use or that might be given to the End User under these Terms of Use are the exclusive property of FINRA. End User shall use the FINRA Confidential Information solely for the License. Upon termination, expiration, or at any time upon the request of FINRA, the End User shall: (a) return or destroy all FINRA Confidential Information, including the CE Licensed Product(s) and all associated materials displayed in connection therewith, computer caches or other databases into which the CE Licensed Product(s) and associated materials were intentionally, necessarily or incidentally copied in the End User’s possession or control; and (b) provide a written certification that such return or destruction has been completed in accordance with the requirements of this section.

7. Miscellaneous.

7.1. Term. These Terms of Use shall be effective as of the Effective Date set forth above and terminate upon the earlier of (i) termination or expiration of End User’s license or (ii) written notice by FINRA.

7.2. Entire Agreement. These Terms of Use, FINRA’s Terms of Use displayed at www.finra.org/terms-of-use and incorporated by reference, and FINRA’s Privacy Policy constitute the entire agreement between End User and FINRA.

7.3. 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. End User agrees that the jurisdiction for any claim brought under these Terms of Use shall be in New York City, State of New York. End User also expressly waives any right to a jury trial.

7.4. Modification of Terms of Use; Suggestions. FINRA reserves the right, at its sole discretion, to modify these Terms of Use at any time without written notice to the End User, and any changes are effective immediately unless stated otherwise. Only FINRA has the right to amend these Terms of Use. FINRA reserves the right to modify or discontinue any CE Licensed Product(s) with or without notice to End User. FINRA will not be liable to End User or any third party should it exercise its right to modify or discontinue a CE Licensed Product(s). If End User objects to any such changes, End User’s sole recourse will be to cease access to that CE Licensed Product(s). Continued use of the CE Licensed Product(s) following notice of any such changes will indicate End User’s acknowledgement of such changes and satisfaction with that CE Licensed Product(s) as so modified. If End User provides us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content in connection with these Terms of Use or any CE Licensed Product(s) (“End User Suggestions”), End User hereby irrevocably assigns to FINRA all right, title, and interest in and to End User Suggestions to FINRA.

7.5. 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. 

7.6. Assignment. End User may not assign, delegate or otherwise transfer these Terms of Use. Any attempted assignment by End User in violation of this section will be null and void.

7.7. Interpretation. The descriptive headings in these Terms of Use are for convenience and will not affect its meaning or interpretation. 

7.8. Waiver. The failure of either End User or FINRA 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.

7.9. Survival. Sections 2, 3, 4.1, 5, 6, and 7 shall survive any termination of these Terms of Use.

By using the CE Licensed Product(s) and selecting the Terms of Use box, the End User certifies that the End User has read and understands all of the terms, rights, and obligations set forth herein and intends to form a binding agreement with FINRA. If the End User is accepting these Terms of Use on behalf of an organization, the End User certifies that the End User has the authority of that organization to enter into these Terms of Use.