> For the complete documentation index, see [llms.txt](https://docs.tardis.dev/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.tardis.dev/legal/terms-of-service.md).

# Terms of Service

Terms you are agreeing to when you use Tardis.dev website and its services

Last modification date: 2026-10-28

## General conditions

Throughout the page, the terms “we”, “us” and “our” refer to Tardis.dev.

These Terms of Service ("Terms") govern your use of the Tardis.dev websites ([https://tardis.dev](https://tardis.dev/) and [https://docs.tardis.dev](https://docs.tardis.dev/)), including any customer portal or interactive customer website, and the services, tools, related applications, materials and software we make available, including research and marketing activities (the "Services"). By accessing or using the Services, or purchasing a subscription, you agree to these Terms, including the additional terms and [policies](/legal/privacy-policy.md) referenced in them.

New features and tools are also subject to these Terms. You can review the current version on this page. Subject to Clause 20, continued use of the Services after changes are posted constitutes acceptance of those changes.

The Services are intended primarily for business, professional, research, institutional and other non-consumer use. If you use or purchase the Services as a consumer, nothing in these Terms of Service limits any mandatory consumer rights that cannot be excluded or limited under applicable law or Paddle's Buyer Terms.

If you purchase or use the Services on behalf of a company, institution, fund, partnership or other organisation, you represent that you have authority to bind that organisation to these Terms of Service.

By agreeing to these Terms of Service, you represent that you are legally able to enter into a binding agreement.

A breach or violation of these Terms may result in suspension under Clause 4.3 or termination under Clause 13.

We reserve the right to refuse, suspend or terminate service to anyone for any reason at any time, subject to Clause 13.

We may modify or discontinue the Services, or any part of them, subject to Clauses 4, 13 and 20.

Our liability for any modification, price change, suspension or discontinuance of the Services is subject to Clause 12, without limiting any refund or credit required under Clause 13.7.

You agree to indemnify, defend and hold harmless Tardis.dev and our affiliates, officers, directors, contractors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

You must not use the Services:

1. for any unlawful purpose;
2. to solicit others to perform or participate in unlawful acts;
3. to violate any applicable law, regulation, rule or ordinance;
4. to infringe or violate our intellectual property rights or the intellectual property rights of others;
5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin or disability;
6. to submit false or misleading information;
7. to upload or transmit viruses or other malicious code;
8. to collect or track the personal information of others;
9. to spam, phish, pharm or pretext;
10. for any obscene or immoral purpose; or
11. to interfere with or circumvent security features of the Services or any related website.

We may terminate your use of the Services or any related website for violating any prohibited use in accordance with Clause 13.

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms and the policies incorporated in them constitute the entire agreement between you and us.

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

## Payments

Our order process is conducted by our online reseller [Paddle.com](https://www.paddle.com/legal/buyer-terms). Paddle.com is the Merchant of Record and authorised reseller for paid subscriptions, which means that payment collection, taxes, invoices, chargebacks and payment-related refunds are processed by Paddle under Paddle's Buyer Terms. Your licence to access and use the Services remains governed by this Agreement between you and Tardis.dev.

By agreeing to these Terms of Service you also agree to Paddle's Buyer Terms (<https://www.paddle.com/legal/buyer-terms>).

Paddle.com handles payment-related returns and payment support. Tardis.dev handles service access, API keys, data, documentation and product support.

## **Licence Agreement**

By accessing, downloading or using Data or Services provided by Tardis.dev (“**the Supplier**”), including sample or trial Data, or purchasing a subscription, you agree to this Licence Agreement (“**Agreement**”). The “**Customer**” is the individual accepting this Agreement or, where that individual acts on behalf of an organisation, that organisation. This Agreement includes the Supplier's [Privacy Policy](/legal/privacy-policy.md) and any additional terms or policies expressly incorporated in it, subject to Clauses 19 and 20.

### 1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement and in any other agreement between the parties.

**Authorised Person**: means in relation to either party: (i) any director, officer, employee or professional advisor of that party to whom the disclosure of Confidential Information is necessary in order to enable that party to perform obligations or exercise rights pursuant to this Agreement; (ii) any body which regulates that party in any jurisdiction, if disclosure to that body is mandated by applicable law or relevant regulation; (iii) the insurers, brokers and auditors of that party; and (iv) any service providers providing administrative and similar support services to that party in the ordinary course of business in connection with the performance of obligations under this Agreement and to whom disclosure of Confidential Information is necessary to enable that party to perform obligations or exercise rights pursuant to this Agreement.

**Business subscription**: a subscription of the Business subscription type offered on the Website.

**Confidential Information**: all financial, business and technical and all other information (regardless of its form or the medium in which it is stored) concerning the business and affairs of a party or of a confidential nature that the other party obtains, receives or has access to, before or after the date of this Agreement, in connection with, or in the performance of, the Agreement.

**Customer System**: any information technology system or systems owned or operated by the Customer or its Customer Users to which Data is delivered or within which Data is Distributed in accordance with this Agreement.

**Customer User**: the Customer, where the Customer is an individual, and any employee, officer, director, contractor or consultant of the Customer whom the Customer authorises to access and use the Data or Services under this Agreement, including during free access and continued use under Clause 9.4. For Data and Services supplied under a Business subscription, Customer Users also include such personnel of Customer Affiliates. Customer Users do not include clients, customers, vendors or other third parties, or personnel of Customer Affiliates under other subscription types.

**Customer Affiliate**: an entity that controls, is controlled by or is under common control with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

**Customer Conduct Event**: means that Supplier reasonably determines that the Customer or any Customer User: (i) uses abusive, threatening, harassing, discriminatory, obscene or defamatory communications with Supplier, its contractors, Paddle or support providers; (ii) misuses support, billing, access, API, trial, refund or chargeback processes; (iii) creates a legal, security, payment or operational risk, or an unreasonable support burden, for Supplier or the Services; or (iv) repeatedly disregards reasonable written instructions about appropriate use of the Services or support channels. A good-faith complaint, honest negative feedback, a lawful refund request, a chargeback right or the exercise of a statutory right is not by itself a Customer Conduct Event.

**Customer User Restrictions:** the obligations set out in [Schedule 1](#schedule-1-customer-user-restrictions).

**Data:** the data or information, in whatever form including images, still and moving, and including financial and market research information, the provision of which comprises the Services (wholly or in part).

**Coinbase Data:** Data sourced from Coinbase markets and made available through the Services, including Coinbase and Coinbase International Exchange market data, and any related data or information to the extent Coinbase's market data terms or policy apply to it.

**Derived Data**: any output created by Manipulating Data that does not expose raw market data records, messages, event-level data or substantially similar market data, cannot reasonably be used as a substitute for the Data or the Services, and cannot reasonably be reverse-engineered to reconstruct the Data. Derived Data does not include Data that has merely been reformatted, filtered, sampled or transmitted in a way that preserves raw or substantially similar market data.

**Distribute:** to make Data accessible (including the provision of access through a database or other application populated with the Data, transferring or disclosing the Data) by any means, including any electronic means, to any Customer User.

**Effective Date:** date of acceptance of the Agreement by the Customer.

**Fees:** fees specified on the Website and in the purchase invoice.

**Force Majeure Event**: an event beyond the affected party's reasonable control, including natural disasters, pandemics, war, civil unrest, terrorism, strikes, governmental actions or changes in law, and failures of power, telecommunications, exchanges or infrastructure providers, in each case only to the extent beyond that party's reasonable control.

**Initial Period:** the initial subscription period specified at purchase or, for time-limited free access, the access period specified in the offer.

**Insolvency Event**: (i) any procedure commenced with a view to the winding-up or re-organisation of such party; (ii) any step taken or any procedure is commenced with a view to the appointment of an administrator, receiver, administrative receiver or trustee in bankruptcy in relation to such party or all or substantially all of its assets; (iii) the holder of any security over all or substantially all of the assets of such party takes any step to enforce that security; (iv) all or substantially all of the assets of such party is subject to attachment, sequestration, execution or any similar process; (v) such party is unable to pay its debts as they fall due; (vi) such party enters into, or any step is taken, whether by the board of directors of such party or otherwise, towards entering into a composition or arrangement with its creditors or any class of them, including a company voluntary arrangement or a deed of arrangement; or (vii) such party enters into, or any step is taken, whether by the board of directors of such party or otherwise, towards any analogous procedure under the laws of any jurisdiction to the procedures set out in (i) to (vi) above.

**Intellectual Property Rights:** means: (i) rights in, and in relation to, any patents, registered designs, design rights, trade marks, trade and business names (including goodwill associated with any trade marks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi-conductor and other topography rights and utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information.

**Licence:** the licence granted in Clause 9.

**Manipulate:** to combine or aggregate the Data (wholly or in part) with other data or information or to adapt the Data (wholly or in part).

**Manipulated Data:** any Data which has been Manipulated. Manipulated Data includes any Derived Data.

**Mark:** means the trade marks, trade names, product or service names, logos, slogans, typefaces, brand or other proprietary words or symbols used by the Supplier from time to time.

**Materials:** any documents or software supplied by the Supplier under this Agreement.

**Permitted Use:** use by Customer Users for the Customer's internal business, research, educational or personal purposes. This includes trading, investment, research and risk management for the Customer's clients. A Business subscription also permits the same uses of its Data and Services for Customer Affiliates and their clients. Data and Manipulated Data may be made available to clients or other third parties only as Clause 9 allows.

**Release:** generally available upgrades and enhancements to the Data.

**Renewal Period:** each subsequent subscription period corresponding to the billing interval selected by the Customer, beginning when the preceding subscription period ends or, after a pause, when the Customer resumes the subscription.

**Services:** the services to be supplied by the Supplier under this Agreement, including the supply of any Data, Materials, or Support.

**Software**: any software provided by the Supplier to enable the Services to be used including any Releases.

**Support**: the support to be supplied by the Supplier including reasonable efforts to assist the Customer to access the Data. Any support response times, availability figures or operational performance figures stated on the Website or in the documentation are targets or historical observations only, and are not service levels, warranties or guarantees.

**Term:** the period of access to the Services under Clause 13.1, including the Initial Period and any Renewal Periods.

**Website**: means any webpage of the Supplier, including but not limited to [Tardis.dev](https://tardis.dev/).

1.2 The headings in this Agreement are inserted for convenience only and shall not affect its construction.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8 References to clauses and schedules are to the clauses and schedules of this Agreement and references to paragraphs are to paragraphs of the relevant schedule.

1.9 Any words following the terms **including**, **include**, **in particular** or **for example** or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

1.10 If there is any uncertainty between any provision contained in the body of this Agreement and any provision contained in the Schedules or appendices, the provision in the body of this Agreement shall prevail.

### **2. Scope**

During the Term the Supplier shall supply the Services covered by the Customer's subscription or free access offer. The Customer shall pay any applicable Fees and use the Services only in accordance with this Agreement. No Fees are due for free access.

### **3. Connection**

3.1 The Supplier shall use reasonable efforts to make connection to the Services available on the Effective Date.

3.2 The Customer shall ensure that it promptly complies with any minimum hardware configuration requirements specified by the Supplier to establish connectivity between the Customer System and the Services.

3.3 Each party shall bear its own costs of establishing that connectivity.

### **4. Services**

4.1 During the Term the Supplier shall supply the Services to the Customer.

4.2 The Supplier may change at any time, with as much prior notice to the Customer as is reasonably practicable:

1. the content, format or nature of the Data or the Services; and
2. the means of access to the Data or the Services.

4.3 The Supplier may suspend access to the Services, in whole or in part, with or without prior notice where Supplier reasonably considers suspension necessary to protect the Services, investigate a breach, comply with law or licensor requirements, address a security or payment risk, prevent abuse, or respond to a Customer Conduct Event.

### 5. Fees

5.1 Customer will pay, without offset or deduction, all fees due for the Services. Unless otherwise specified, all fees shall be due 14 days from the date of invoice and all fees are non-cancellable and non-refundable except as provided in Clause 13.7 or where required by applicable law or Paddle's Buyer Terms. Cancellation, non-use, downgrade, loss of access caused by the Customer's breach, or termination caused by a Customer Conduct Event does not entitle the Customer to a refund.

5.2 The Supplier's online order process is conducted by Supplier's online reseller Paddle.com. Paddle.com is the Merchant of Record for paid subscription orders.

5.3 All Fees are exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.

5.4 Any refund, credit, chargeback or payment adjustment that is approved or required will be processed through Paddle where the original payment was processed by Paddle.

### **6.** Confidentiality

6.1 The parties shall each, as a receiving party: (i) keep confidential all Confidential Information disclosed by the disclosing party; (ii) shall not use the Confidential Information disclosed by the disclosing party in any way contrary to this Agreement, including Schedule 1 and not otherwise for the benefit of any third party; and (iii) not disclose the Confidential Information disclosed by the disclosing party to any person save to an Authorised Person or as Clause 9 allows.

6.2 Each receiving party shall ensure that its personnel, professional advisers and service providers to whom it discloses Confidential Information are subject to appropriate contractual, professional or statutory confidentiality obligations. The receiving party remains responsible for their compliance with this Clause 6.

6.3 On the disclosing party's request, the receiving party shall return or delete the disclosing party's Confidential Information, except to the extent retention is required by law or regulation, reasonably necessary to perform this Agreement or establish, exercise or defend legal claims, or permitted by continuing rights under this Agreement. Copies in routine backups may be retained until overwritten or deleted in the ordinary course. Any retained Confidential Information remains subject to this Clause 6.

6.4 The parties agree that the provisions of Clauses 6.1, 6.2, and 6.3 shall not apply to any information which the receiving party can prove: (i) is or becomes public knowledge other than by breach of this Clause; (ii) was in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; (iii) is received from a third party who lawfully acquired it and who was under no obligation restricting its disclosure; or (iv) was independently developed without access to any Confidential Information disclosed by the disclosing party.

6.5 A receiving party may disclose Confidential Information to the extent required by law, regulation or a competent authority, or reasonably necessary to defend itself in actual or threatened legal proceedings. Where lawful and reasonably practicable, it shall give the disclosing party advance written notice of the disclosure.

6.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.

6.7 The provisions of this Clause 6 shall survive any expiry or termination of the Agreement.

### **7.** Announcements

Neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

### **8. Security**

The Customer shall ensure that the Data and Materials are kept secure, and shall use security practices and systems consistent with standard industry practices and which will be applicable to the use of the Data and Materials to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data and the Materials.

### **9. Licence**

9.1 The Supplier grants to the Customer a non-exclusive, non-transferable licence for the Permitted Use only, subject to the Customer User Restrictions, to:

1. access, download, view, store and copy the Data and Manipulated Data on the Customer System;
2. Manipulate the Data and create Derived Data;
3. Distribute the Data and Manipulated Data to Customer Users; and
4. use (but not modify) the Materials in support of the activities referred to in this Clause 9.1.

9.2 Except as expressly provided in this Agreement, the Customer shall not:

1. redistribute, resell, sublicense or otherwise make available the Data or Manipulated Data, wholly or in part, to anyone other than Customer Users;
2. use the Data or Manipulated Data to provide a product or service that gives anyone other than Customer Users access to them or to functionality that uses them, such as a data feed, an API, a downloadable dataset or an analytics, charting or backtesting platform; or
3. use the Data or Manipulated Data to provide, develop, test or improve a product or service that substitutes for the Data or the Services.

9.3 Subject to Clause 9.5, the Customer may make Derived Data available to anyone other than Customer Users, including for a fee, only:

1. in charts, statistics, research reports, academic papers and similar work, including work for its clients, but not in a dataset, data feed, API, analytics, charting or backtesting platform or other data product; or
2. in any form, including in a dataset, data feed or other product or service, if it is aggregated over periods of at least 10 minutes, such as OHLC or OHLCV candles of 10 minutes or longer, with consecutive data points at least 10 minutes apart for each measure and instrument.

This Clause 9.3 does not apply to Derived Data created from Coinbase Data, which Clause 23 governs.

9.4 The Licence is perpetual for Data downloaded in accordance with this Agreement during paid or free access, including sample and trial Data, and for Manipulated Data created from it. It survives termination or expiry of this Agreement, unless the Supplier terminates this Agreement for the Customer's breach. Continued use remains subject to this Agreement, including Clauses 9.2, 9.5 and 10.4 and applicable licensor restrictions.

9.5 AI and machine learning

The Customer may use artificial intelligence tools, assistants and agents, including hosted services, with the Data and Manipulated Data for the Permitted Use, for example to read, analyse and process the Data or to write, review and run code. The Customer may also develop, train and fine-tune its own models on the Data and Manipulated Data, provided that only Customer Users can use them.

The Customer shall not:

(a) use the Data or Manipulated Data (including Derived Data), directly or indirectly, to train, fine-tune, distil or otherwise improve a foundation model (a general-purpose artificial intelligence model such as a large language model) that is or will be offered to anyone other than Customer Users, or supply the Data or Manipulated Data to anyone for that purpose; or

(b) sell, license, publish or otherwise make available to anyone other than Customer Users any artificial intelligence or machine learning model developed, trained or distilled, directly or indirectly, using the Data or Manipulated Data, including its weights or access to it.

This Clause survives termination or expiry of this Agreement. Clause 23 bars any artificial intelligence or machine learning use of Coinbase Data, and other applicable licensor restrictions also apply. This Clause applies only to the extent permitted by applicable law.

9.6 The Customer may use service providers, such as cloud hosting, IT and data processing providers, to store and process the Data and Manipulated Data on its behalf for the Permitted Use, provided that they keep them confidential and do not use them for their own purposes. Clause 9.5 governs artificial intelligence tools and services. The Customer is responsible for its Customer Users and service providers and for their compliance with this Agreement.

9.7 Software supplied under a separate licence, including an open-source licence, remains governed by that licence, which prevails over any conflicting restriction in this Agreement, including Clause 9.1(4) and Schedule 1(e). The data-use restrictions in this Agreement do not apply to data obtained independently from exchanges or other third parties merely because the Customer uses Supplier's software to obtain it; such data remains subject to the relevant provider's terms.

### **10. Intellectual property rights ownership**

10.1 The Customer acknowledges that:

1. all Intellectual Property Rights in the Data and the Materials are the property of the Supplier or its licensors, as the case may be;
2. it shall have no rights in or to the Data or the Materials other than the right to use them in accordance with the express terms of this Agreement;
3. the Supplier or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, coordination, development, presentation and supply of the Data;
4. it shall use the Supplier’s Mark only to credit the Supplier as the source of the Data or to state that it uses the Services, neither of which is an announcement under Clause 7; and
5. any goodwill generated though the Customer’s use of the Supplier’s Mark shall belong only to the Supplier.

The Customer owns the Derived Data it creates. The Supplier and its licensors keep their rights in the Data used to create it, and Clauses 9 and 23 still apply to the Derived Data.

10.2 The Customer acknowledges that reference in any element of the Materials to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by the Customer as free for general use, outside the scope of the use of the Materials authorised by this Agreement.

10.3 If any third-party claim is made, or in the Supplier's reasonable opinion is likely to be made, in relation to the use of the Data, the Supplier may at its sole option and expense:

1. procure for the Customer the right to continue using, developing, modifying or retaining the Data or the Materials (wholly or in part) in accordance with this Agreement;
2. modify the Data or the Materials (wholly or in part) so that they cease to be infringing;
3. replace the Data or the Materials (wholly or in part) with non-infringing items; or
4. terminate this Agreement immediately by notice in writing to the Customer.

Subject to Clause 12.2, Clauses 10.3, 10.4 and 13.7 set out the Supplier's sole liability and the Customer's exclusive remedies for third-party claims alleging that the Data infringes Intellectual Property Rights.

10.4 If Supplier reasonably determines that continued use of identified Data or Materials would infringe third-party Intellectual Property Rights or breach applicable licensor restrictions, Supplier may require the Customer to cease that use by written notice identifying the affected Data or Materials and the reason. The Customer must comply with that notice, including in relation to Manipulated Data to the extent its continued use would cause the same infringement or breach, notwithstanding Clause 9.4. This restriction applies only to the affected items and does not end the Customer's rights to other downloaded Data. Any termination of the Services under Clause 10.3 remains subject to Clause 13.7.

A Customer that is not in breach of this Agreement may terminate affected paid Services by written notice if a notice under this Clause materially prevents the Permitted Use and Supplier does not provide a suitable lawful alternative. Clause 13.7 applies.

### **11. Warranties**

11.1 Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement) are hereby excluded to the extent permitted by law.

11.2 Without limiting the effect of Clause 11.1, the Supplier does not warrant or make any representations:

1. that the supply of the Data will be error-free, free from interruption, or operate without loss or corruption of data or technical malfunction;
2. that the Data is accurate, complete, reliable, secure, useful, fit for purpose or timely; or
3. that the Data has been tested for use by the Customer or any third party or that the Data will be suitable for or be capable of being used by the Customer or any third party; or
4. regarding the benefit the Customer or any third party will obtain from the Data.

### **12. Limitation of liability**

12.1 The Customer acknowledges that:

1. the use and interpretation of the Data requires specialist skill and knowledge of financial markets;
2. the Customer has that skill and knowledge and undertakes that it will exercise that skill and knowledge and appropriate judgment when using the Data;
3. the Customer shall be solely responsible, as against the Supplier, for any opinions, recommendations, forecasts or other conclusions made or actions taken by the Customer, any client of the Customer or any other third party based (wholly or in part) on the Data unless otherwise set out in this Clause 12; and
4. it is in the best position to ascertain any likely loss it may suffer in connection with this Agreement, that it is therefore responsible for making appropriate insurance arrangements to address the risk of any such loss and that the provisions of this Clause 12 are reasonable in these circumstances.

12.2 Neither party excludes or limits liability to the other party for:

1. fraud or fraudulent misrepresentation;
2. any matter which cannot be excluded by law.

12.3 Subject to Clause 12.2, each party shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

1. any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
2. any loss or corruption (whether direct or indirect) of data or information;
3. loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
4. any loss or liability (whether direct or indirect) under or in relation to any other contract.

12.4 Subject to Clause 12.2, each party's total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to the total Fees paid by the Customer for the Services during the 12-month period immediately before the date on which the cause of action first arose or, if the cause of action arose during the Initial Period, in respect of the Initial Period.

12.5 The Supplier shall not be liable for any delay in delivery of the Services that is caused by an event within the scope of Clause 14, the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Services, or the Customer's failure to comply with Clause 3.2.

12.6 The exclusions and limitations in Clauses 12.3 and 12.4 do not apply to the Customer's obligation to pay Fees properly due under this Agreement, or to the Customer's liability for breach of Clause 9, Clause 23 or Schedule 1, including under the indemnity in the General conditions.

### **13. Term and termination**

13.1 This Agreement shall commence on the Effective Date. Paid subscriptions continue for the Initial Period and renew for successive Renewal Periods at the selected billing interval unless set to pause at the end of the paid period, cancelled or paused before the next renewal, or terminated earlier in accordance with this Clause 13 or Clause 10.3. The Customer may cancel future renewals, or pause them where offered, in its account on the Website or by contacting Supplier or Paddle. Cancelling or pausing future renewals does not itself end access before the end of the current paid subscription period or affect continued rights under Clause 9.4.

Free trial access ends at the end of the period specified in the offer and does not automatically renew or convert into a paid subscription. Each Customer and each individual may have only one free trial. No licence is granted to keep or use Data obtained through a further free trial or through an account opened with false or misleading information, or any Manipulated Data created from that Data. Other free access continues for the period specified in the offer or, if no period is specified, for so long as Supplier makes that access available, unless terminated earlier under this Agreement. Continued use of downloaded sample or trial Data after free access ends is governed by Clause 9.4.

13.2 The Supplier may terminate this Agreement in respect of the Services (wholly or in part):

1. with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make that payment;
2. on written notice to the Customer at any time if the Supplier discontinues or withdraws, in whole or in part, its provision of the Services in question to all subscribers of such Services. The Supplier will use reasonable endeavours to give the Customer as much notice of the same as reasonably practicable, but any such termination will be without liability to the Supplier except for any refund or credit expressly provided under Clause 13.7;
3. on written notice to the Customer at any time if Supplier reasonably determines that continuing the customer relationship is not commercially or operationally reasonable, including because of repeated hostile, disruptive or unreasonable communications or requests;
4. with immediate effect by giving written notice to the Customer if a Customer Conduct Event occurs or if Supplier reasonably determines that continued provision of the Services to the Customer may expose Supplier, the Services, other customers, Paddle, licensors, suppliers or support providers to legal, security, payment or operational risk, or an unreasonable support burden.

13.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement (or any part thereof) with immediate effect by giving written notice to the other party if:

1. the other party: (i) commits a material breach of this Agreement and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or (ii) commits a series of breaches of this Agreement which when taken together have the impact or effect of or otherwise amount to a material breach;
2. a Force Majeure Event continues for a period exceeding two (2) months;
3. the other party becomes subject to an Insolvency Event; or
4. the party reasonably determines that it has become unlawful to perform its obligations under the Agreement.

13.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

13.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

13.6 On any termination of this Agreement for any reason or expiry of the Term, the Customer shall:

1. immediately pay any outstanding amounts owed for the Services under this Agreement; and
2. cease accessing the terminated or expired Services, including downloading any further Data under that access, without affecting its continuing rights under Clause 9.4.

13.7 Except as provided below or where required by applicable law or Paddle's Buyer Terms, termination, expiry, cancellation, non-use, downgrade or suspension of the Services does not entitle the Customer to any refund, credit or payment adjustment.

If Supplier terminates this Agreement under Clause 10.3, 13.2(2) or 13.2(3), or the Customer terminates affected Services under Clause 10.4, and the Customer is not otherwise in breach, Supplier will approve a pro-rata refund or credit for the unused prepaid portion of the terminated Services in the then-current subscription period after the effective termination date as the Customer's sole remedy, subject to Clause 12.2 and Paddle's Buyer Terms where Paddle processed the original payment. Any credit for termination under Clause 10.3 or 10.4 requires the Customer's agreement.

Supplier may, to the extent permitted by law, deduct discounts, taxes, third-party fees, chargeback costs, and any other amounts owed by the Customer from any refund or credit. If Supplier terminates or suspends this Agreement due to the Customer's breach (including unauthorised resale or redistribution), non-payment, fraud, misuse, or a Customer Conduct Event, the Customer shall not be entitled to any refund.

### **14. Force Majeure**

Neither party is liable for a failure or delay in performing its obligations to the extent caused by a Force Majeure Event. This does not excuse payment obligations that have already accrued. The affected party shall notify the other party as soon as reasonably practicable.

### **15. Assignment**

15.1 This Agreement is personal to the Customer. The Customer shall not assign, transfer, mortgage or charge any of its rights or obligations under this Agreement, including to a Customer Affiliate.

15.2 The Supplier may at any time assign, transfer, mortgage, charge, sub-contract, or otherwise transfer any of its rights and obligations under this Agreement without the consent of the Customer.

### **16. Waiver**

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

### **17. Remedies**

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

### **18. Notice**

All notices, demands and other communications provided for or permitted under this Agreement will be made in writing and sent by email. Notices to the Customer may be sent to the email address used for purchase, account access, support, billing or other communications with Supplier or Paddle. Notices to Supplier may be sent using the contact details published on the Website or otherwise notified by Supplier. Notices will be deemed received upon receipt of a delivery receipt or, if no delivery receipt is available, when sent unless the sender receives an automated delivery failure notice.

### **19. Entire Agreement**

19.1 This Agreement represents the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them, whether written or oral, relating to its subject matter.

19.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.

19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

### **20. Variation**

20.1 The Supplier reserves the right to change this Agreement at any time by posting an updated version on the Website or otherwise notifying the Customer.

20.2 Unless an updated version states a later effective date, changes take effect when posted and apply to all access to and use of the Services after that time, including access under existing subscriptions and Renewal Periods, subject to any mandatory notice, consent or other requirements under applicable law or Paddle's Buyer Terms.

20.3 If the Customer does not agree to an updated Agreement, the Customer must stop using the Services and cancel any future renewal. Continued access to or use of the Services after the updated Agreement takes effect constitutes acceptance of the updated Agreement. Changes do not affect rights, remedies, obligations or liabilities that accrued before the updated Agreement took effect.

### **21. No partnership or agency**

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

### **22. Third-party rights**

Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

### **23.** Coinbase market data license restrictions

Additional restrictions apply to Coinbase market data. Capitalized terms used in this Clause 23 and not defined in this Agreement have the meaning given in the [Coinbase Market Data Terms of Use](https://www.coinbase.com/legal/market_data). References to Derived Works in this Clause 23 use Coinbase's definition and are not limited by this Agreement's definition of Derived Data.

23.1 Customer shall not further disseminate Coinbase Data or Derived Works, or use or permit their use for any Prohibited Use. Prohibited Use includes:

1. use of Coinbase Data or Derived Works in violation of applicable law or this Agreement;
2. use of Coinbase Data to create Financial Products;
3. use of Coinbase Data or Derived Works to develop, train, fine-tune, validate, benchmark or otherwise improve any artificial intelligence or machine learning model, algorithm, agent or other automated system, or for any other purpose related to the research, development or operation of artificial intelligence technologies;
4. display or redistribution of any Coinbase Data or Derived Works:
   1. to any third party who is not a Customer; or
   2. by any Customer to any third party;
5. authorization of any Person to do any of the foregoing;
6. any other use not expressly permitted under this Agreement; and
7. any other use of Coinbase Data or Derived Works not expressly permitted under the [Coinbase Market Data Terms of Use](https://www.coinbase.com/legal/market_data).

23.2 Customer agrees that Coinbase may inspect Customer’s use of Coinbase Data or Derived Works by Customer and its agents upon ten (10) days' advance notice. Supplier may modify this Agreement, or any other agreement related to Coinbase Data or Derived Works, as required by Coinbase. Supplier may continue providing Coinbase Data or related Derived Works for up to ninety (90) days after receiving Coinbase's modification requirements. After that period, Supplier and Coinbase shall discontinue providing Coinbase Data or related Derived Works to any Customer that has not agreed to the modifications.

23.3 Customer agrees that Coinbase may require customer-specific information for reporting purposes, such as customer name or address, and that Supplier may report that information to Coinbase.

### **SCHEDULE 1 - CUSTOMER USER RESTRICTIONS**

1. The Customer shall:

(a) limit access to the Services, including the Customer's account and API keys, to Customer Users and not allow anyone else to access or use the Services, except as Clause 9 allows;

(b) only make copies of the Data and the Materials to the extent reasonably necessary for the Permitted Use, including back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing;

(c) comply with all applicable law and relevant regulations, and not use the Services for any purpose contrary to any applicable law or relevant regulation, or any regulatory code, guidance or request;

(d) not extract, reutilise, use, exploit, redistribute, resell, redisseminate, copy or store the Data or the Materials for any purpose not expressly permitted by this Agreement;

(e) not copy, modify, decompile, reverse engineer or create derivative works from the Software, except to the extent permitted by any applicable law; and

(f) not do anything which may damage the reputation of the Supplier, the Data or the Services, including by way of using the Data (wholly or in part) in any manner which is pornographic, racist or that incites religious hatred or violence.


---

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