Terms of Service

Terms you are agreeing to when you use Tardis.dev website and it's services

Last modification date: 2023-09-12

General conditions

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

Please read these Terms of Service carefully before using our Service. By using our websites (including any customer portal or interactive customer website) (https://tardis.dev and https://docs.tardis.dev), services, solutions, tools, and related applications, services, and programs, including research and marketing activities, offered by us (the "Services"), you agree to be bound by these Terms of Service.

By visiting our site, purchasing something from us, accessing material we make available or using any software we provide such as API service, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

Any new features or tools we offer are subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of our Service following the posting of any changes constitutes acceptance of those changes.

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

We reserve the right to refuse service to anyone for any reason at any time.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

You agree to indemnify, defend and hold harmless Tardis.dev and our affiliates, officers, directors, contractors and employees, harmless 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.

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using our service: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm or pretext; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

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 of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

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. Paddle.com is the Merchant of Record and authorized reseller for all the Services provided by us which means that you acquire our Services from Paddle.com. By agreeing to these Terms of Service you also agree to Paddle's Buyer Terms and Conditions (https://paddle.com/legal-buyers/). Paddle.com handles returns and provides all customer service inquiries.

Licence Agreement

By purchasing the Services provided by Tardis.dev (“the Supplier”), you (the “Customer”) are agreeing to this Licence Agreement (“Agreement”). This Agreement (as well as the documents referred to in it, including the Supplier’s Privacy Policy and any additional terms or policies that the Supplier tells the Customer about) sets out the agreement between the Customer and the Supplier - please read them carefully.

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 (v) 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.

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 to which Data is delivered or within which Data is Distributed in accordance with this Agreement.

Customer User: any employee of the Customer authorized by the Customer to access and use the Services (wholly or in part), including employees of Customer’s Affiliates.

Customer Affiliate: an entity that owns or controls, is owned or controlled by or is or under common control or ownership 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 User Restrictions: the obligations set out in Schedule 1.

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).

Derived Data: any Data (wholly or in part):

1. Manipulated to such a degree that it: (i) cannot be identified as originating or deriving directly from the Data or the Services and cannot be reverse-engineered such that it can be so identified; (ii) is not capable of use substantially as a substitute for the Data or the Services;

2. that is not separately marketed by the Customer; and

3. that has no independent commercial value.

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: means an event beyond a Party's reasonable control (but in each case only to the extent actually beyond the control of the Party seeking to rely on that event as a Force Majeure Event), including: (i) extreme abnormal weather conditions; (ii) nuclear, chemical or biological contamination; (iii) war, civil commotion or terrorist attack; (iv) interruption or failure of a utility service including electric power, gas or water; (v) acts of God, floods or earthquakes; (vi) pandemic (excluding COVID-19); or (vii) the imposition of a sanction, embargo or breaking off of diplomatic relations, but excluding in each case strikes or other forms of industrial action by the employees, agents or subcontractors of that Party, or any change in applicable law or relevant regulation.

Initial Period: the period commencing on the Effective Date that is specified in the purchase invoice.

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: internal business use (which shall not include the use of the Data or the Materials by, or for the benefit of, any person other than an employee of the Customer).

Release: generally available upgrades and enhancements to the Data.

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.

Term: the Initial Period and any Renewal Periods.

Website: means any webpage of the Supplier, including but not limited to 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 to the Customer and the Customer shall pay the Fees and use the Services.

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.

5. Fees

5.1 Customer will pay to Supplier, without offset or deduction, all fees due under this Agreement. Unless otherwise specified, all fees shall be due 14 days from the date of invoice and all fees are non-cancelable and non-refundable.

5.2 Supplier order process is conducted by Supplier online reseller Paddle.com. Paddle.com is the Merchant of Record for all Supplier 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.

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 I 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.

6.2 The parties shall each, as a receiving party, ensure that each Authorised Person complies with confidentiality provisions no less onerous than those contained in this Clause 6 and will remain liable for any disclosure of Confidential Information by each Authorised Person as if it had made such disclosure.

6.3 The parties shall each, on the other party’s request destroy, erase or deliver to the other party all the requesting party’s Confidential Information, save where the retention of such Confidential Information is necessary to comply with applicable law or relevant regulation or otherwise for the other party to exercise its rights or receive benefits due under the Agreement.

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 The parties agree that these provisions in this Clause 6 shall not apply so as to prevent disclosure of Confidential Information by the receiving party to the extent that such disclosure is required to be made by any authority of competent jurisdiction or by any applicable law or relevant regulation or for the purposes of defending itself in relation to actual or threatened proceedings, regardless of whether brought or threatened by the other party or any other person, provided in each case that where permissible the receiving party: (i) gives the disclosing party reasonable formal written notice (provided that this is not in contravention of applicable law or relevant regulation) prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order; and (ii) uses reasonable endeavours to obtain prior to the disclosures written assurance from the applicable entity that it will keep the Confidential Information confidential.

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

No 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, view and Manipulate Data and create Derived Data;

2. store the Data and Manipulated Data on the Customer System;

3. Distribute Derived Data to Customer Users on the Customer System; 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. use the Services (wholly or in part) in its products or services; or

2. redistribute or resell the Data or the Services (wholly or in part) with exception of reselling or redistributing aggregated and calculated data (lowest resolution being 10 minutes)

9.3 The Customer shall comply with the Customer User Restrictions.

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 strictly in accordance with the Supplier’s written instructions; and

5. any goodwill generated though the Customer’s use of the Supplier’s Mark shall belong only to the Supplier.

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. In respect of ongoing Subscriptions purchased by the Customer, the Supplier shall refund any Fees for the Initial Period or Renewal Period (as relevant) paid in advance by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Data or Materials to the date of termination) on return of the Data or the Materials and all copies of each of them.

10.4 Supplier shall indemnify and hold Customer harmless for any claims arising from third-party claims of any infringement of Intellectual Property Rights.

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 and excluding Clause 10.4, 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 to the Supplier during the 12-month period immediately before the date on which the cause of action first arose or, if the cause of actions 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 or 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.

13. Term and termination

13.1 This Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with this Clause 13 or Clause 10.3, this Agreement shall continue for the Initial Period.

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.

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 to the Supplier under this Agreement; and

2. within a reasonable period of termination or expiry ensure that there is no further use of the Services in any of the Customer's products, applications or services, provided that the Customer shall not be obliged to remove from its products, applications and services any Data or Derived Data incorporated into them in accordance with this Agreement before termination or expiry.

13.7 On termination of this Agreement for any reason (save for termination for material breach by the Customer under Clause 13.3(a) or for failure to pay amounts due under Clause 13.2(a)), the Supplier shall refund any Fees for the Initial Period or Renewal Period (as relevant) paid in advance by the Customer as at the date of termination or expiry (less a reasonable sum taking into account the remaining length of the Initial Period or Renewal Period and the Customer's use of the Data or the Materials to the date of termination). If the Supplier terminates this Agreement under Clause 13.3(a) due to the Customer’s material breach, or under Clause 13.2(a) for the Customer’s failure to pay amounts due, the Customer shall not be entitled to any refund.

14. Force Majeure

Neither party shall be responsible for any failure to fulfill any obligation for so long as, and to the extent to which, the fulfillment of such obligation is impeded by a Force Majeure Event, and the affected party:

1. has promptly notified the other party of any circumstances which may result in failure to perform its obligations;

2. uses its best endeavours to minimize the adverse consequences that any failure in performance of its obligations might have, and to return the performance of such obligations to normal as soon as possible.

15. Assignment

15.1 This Agreement is personal to the Customer and it shall not assign, transfer, mortgage, charge, sub-contract, or otherwise transfer any of its rights and obligations under this Agreement without the prior written consent of the Supplier (which is not to be unreasonably withheld or delayed). Notwithstanding the preceding, Customer may assign any right or obligations to any of its Affiliates. For the purposes of this Agreement, the term “Affiliate” shall mean in respect of a party, any other entity that directly or indirectly controls, is controlled by or is under common control with, that party.

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 to the parties at the addresses on the Cover Page and will be sent by email and will be deemed received upon receipt of a delivery receipt.

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

The Supplier reserves the right to change the Agreement at any time and the Customer should revisit the terms and conditions at Tardis.dev before making purchase to ensure that it is fully aware of the current terms and conditions.

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

In relation to licensing Coinbase market data additional restrictions apply.

23.1 Customer is prohibited from further disseminating Coinbase Data and/or Derivative Data, and using or permitting the use of Coinbase Data, Derivative Data and/or any part thereof for any Prohibited Use that means any of:

1. use of Coinbase Data or Derivative Data that violates any applicable laws or the terms and conditions of this Agreement,

2. use of Coinbase Data to create Financial Products,

3. display or redistribution of any Coinbase Data or Derivative Data

   1. to any third party who is not a Customer,

   2. or by any Customer to any third party,

4. authorization of any Person to do any of the foregoing,

5. any other use not expressly permitted under this Agreement, and

6. any other use of the Data not expressly permitted under the Coinbase Market Data Policy.

23.2 Customer agrees that Coinbase may inspect Customer’s use of Coinbase Data and/or Derivative Data by Licensee and its agents upon ten (10) days advance notice to Customer; and Supplier or Coinbase has the ability to modify the agreement (or any other agreements related to the use of Coinbase Data or Derivative Data) with any Customer as Coinbase may from time to time specify, except that Supplier may continue to provide Coinbase Data and/or Derivative Data to a Customer without affecting the modification for ninety (90) days from that receipt; Supplier and Coinbase shall discontinue its provision of Coinbase Data and/or Derivative Data to a Customer thereafter if the Customer has not agreed to the modifications after this ninety (90) day period.

23.3 Customer agrees that for reporting purposes some of the customer specific information (such as customer name or address for example) may be be required by and reported to Coinbase.

SCHEDULE 1 - CUSTOMER USER RESTRICTIONS

1. The Customer shall:

(a) limit access to the Services to the Customer Users, which shall include Customer’s Affiliates;

(b) only make copies of the Data and the Materials to the extent reasonably necessary for the following purposes: 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.