Terms of Service

Market Software Limited

Last updated: 23.4.2026 Effective date: 1.1.2025

IMPORTANT NOTICE — PLEASE READ CAREFULLY
These Terms of Service (the "Terms") form a legally binding agreement between you ("you", "your", or the "Customer") and Market Software Limited, a company incorporated and registered in Gibraltar with company number 121747 whose registered office is at Unit G02, Eurocity, Europort Avenue, GX11 1AA, Gibraltar ("Market Software", "we", "us", or "our").

By accessing or using the website located at marketsoftware.co (the "Website"), by creating an account, by purchasing a subscription, by accessing any API, by downloading or using any dataset, or by otherwise using any of the Services (as defined below), you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

These Terms include, among other provisions that limit your rights: (i) a disclaimer of warranties (Clause 10); (ii) a broad limitation and exclusion of liability (Clause 11); (iii) an indemnification obligation (Clause 12); (iv) a binding arbitration clause and (v) a class action waiver (Clause 18). These provisions affect how disputes between you and Market Software are resolved. Please read them carefully.

1. Who We Are and What We Do
1.1 Nature of Market Software
Market Software is a technology and market data company. We develop software that collects, indexes, aggregates, and distributes market data from decentralised finance ("DeFi") protocols, DeFi vaults, decentralised exchanges, lending protocols, and related on-chain sources across multiple blockchains, and we make such data and related tooling available to subscribers.
1.2 We Are Not a Financial Services Provider
Market Software is not a bank, broker, dealer, investment adviser, financial adviser, portfolio manager, asset manager, fund manager, custodian, exchange, trading venue, clearing house, or any other kind of regulated financial institution or financial services provider, in Gibraltar or in any other jurisdiction. Market Software does not hold any licence or authorisation from the Gibraltar Financial Services Commission or from any equivalent regulator.

We do not:

- provide investment advice, financial advice, tax advice, legal advice, or any recommendation to buy, sell, hold, or trade any asset, token, security, derivative, or other financial instrument;
- manage client money or client assets;
- hold, custody, transmit, or transfer customer funds or digital assets;
- execute trades or place orders on behalf of customers;
- solicit offers to buy or sell any financial instrument.

The Services consist solely of (a) access to data and information about third-party markets, protocols, and vaults, and (b) software tooling to assist you in analysing such data and, at your own discretion and on your own responsibility, in researching, developing or backtesting your own trading strategies.
1.3 Third-Party Websites and Applications
Data produced by Market Software may be displayed, referenced, or republished on third-party websites, applications, services, or platforms operated by parties other than Market Software. Market Software does not control such third parties, does not endorse them, and is not responsible for their operations, their terms of service, their availability, their security, the accuracy of information they display, or any act or omission of such third parties, regardless of whether data or content originating from Market Software appears on such third-party properties.

Any subscription to the Services, and any payment for the Services, is made exclusively through the Website in accordance with these Terms. Market Software does not recognise any subscription purportedly entered into on any third-party website.

2. Definitions
In these Terms, the following capitalised terms have the meanings set out below:

"Account" means the account you register on the Website to access the Services.
"API" means any application programming interface made available by Market Software as part of the Services.
"Authorised User" means, where the Customer is a legal entity, each employee, contractor, or agent of the Customer who is permitted to access the Services under the Customer's subscription in accordance with Clause 5.
"Confidential Information" has the meaning given in Clause 13.
"Content" means all data, text, databases, datasets, metrics, rankings, charts, documentation, software (in source or object form), API responses, designs, code samples, and other materials made available through the Services.
"Customer Data" means any data, information, or materials that you submit, upload, or otherwise provide to the Services.
"Data" means the datasets, metrics, analytics, indicators, scores, risk assessments, and other market-related information that Market Software makes available as part of the Services.
"Fees" means the amounts payable by you for a paid Subscription, as set out on the Website at the time of purchase.
"Free Tier" means any portion of the Services that Market Software from time to time makes available without charge, as described in Clause 3.3.
"Intellectual Property Rights" means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing-off rights, unfair competition rights, patents, utility models, rights in designs, rights in inventions, rights in computer software, and all rights of a similar nature.
"Merchant of Record" or "MoR" means Creem (as defined below) acting as the merchant of record for transactions processed on the Website, as further described in Clause 7.
"Pro Subscription" means a paid subscription tier providing access to the Services as described on the Website, including (without limitation) API access, historical and live data, non-stablecoin vault data, Python notebook integration, the backtesting framework, and developer support.
"Services" means, collectively, the Website, the Data, the API, the Content, and all tools, features, and functionalities made available by Market Software from time to time, in each case whether accessed under the Free Tier or under a paid Subscription.
"Subscription" means a Free Tier or a paid tier of the Services (including a Pro Subscription or any Enterprise Agreement).
"Third-Party Service" means any software, service, content, website, data source, blockchain network, oracle, smart contract, protocol, exchange, vault, wallet, or other resource that is operated or made available by a party other than Market Software.

3. Eligibility, Accounts, and Tiers
3.1 Eligibility
By using the Services you represent and warrant that:

(a) you are at least 18 years old and have full legal capacity to enter into a binding contract;

(b) if you are entering into these Terms on behalf of a legal entity, you are duly authorised to bind that entity and references to "you" in these Terms include that entity;

(c) you are not located in, ordinarily resident in, or a national of any country or territory subject to comprehensive sanctions administered by the United States Office of Foreign Assets Control ("OFAC"), the European Union, the United Kingdom, the United Nations, or Gibraltar (including, as of the date of these Terms, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine) (together, "Restricted Territories");

(d) you are not a person listed on any list of specially designated nationals, denied persons, or similar sanctions list maintained by any of the authorities referred to in (c) (a "Restricted Person");

(e) you are not prohibited, under the laws applicable to you, from receiving or using the Services; and

(f) your use of the Services will comply with all applicable laws and regulations.

Market Software may refuse to provide, suspend, or terminate the Services at any time with respect to any person who is or becomes ineligible under this Clause 3.1, and such refusal, suspension, or termination will not give rise to any liability on the part of Market Software.
3.2 Accounts
To access most parts of the Services you must register an Account. You must provide accurate, current, and complete information when registering an Account, and you must keep such information updated. You are responsible for safeguarding your Account credentials (including API keys) and for all activities that occur under your Account, whether or not authorised by you. You must notify Market Software immediately at info@marketsoftware.co if you become aware of any unauthorised use of your Account.
3.3 Free Tier
Market Software may, from time to time and in its sole discretion, make a Free Tier available, allowing limited viewing of certain Data on the Website without payment. The Free Tier is provided "as is" and "as available" and may be modified, limited, suspended, or discontinued by Market Software at any time, in whole or in part, without notice and without any liability to you.
3.4 Pro Subscription and Paid Tiers
Access to datasets beyond those included in the Free Tier (including, without limitation, API access, historical and live data, data for non-stablecoin vaults, Python notebook integration, access to the backtesting framework, and developer support) requires a paid Pro Subscription or other paid tier as described on the Website at the time of purchase.
3.5 Enterprise Agreements
Customers requiring service level commitments, custom data deliveries, dedicated support, managed data services, or bespoke licensing terms must enter into a separate written Enterprise Agreement with Market Software. The Free Tier and any standard paid Subscription do not include, and will not be deemed to include, any service level commitment, uptime guarantee, or managed service element. Contact info@marketsoftware.co to enquire about Enterprise Agreements.

4. Licence to Use the Services
4.1 Grant of Licence
Subject to your continuous compliance with these Terms and, in the case of a paid Subscription, your payment of all applicable Fees, Market Software grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during the term of your Subscription, to access and use the Services and the Content solely for your internal business purposes or (in the case of an individual Customer) your personal analytical purposes.
4.2 Reservation of Rights
All right, title, and interest in and to the Services, the Content, the Data, the Website, and all Intellectual Property Rights therein are and will remain the exclusive property of Market Software and its licensors. No rights are granted to you under these Terms other than as expressly set out herein. All rights not expressly granted to you are reserved by Market Software and its licensors.
4.3 Feedback
If you provide Market Software with any suggestions, comments, ideas, improvements, or other feedback regarding the Services ("Feedback"), you hereby grant to Market Software a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable licence to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit such Feedback for any purpose, without any obligation or compensation to you.

5. Authorised Users
If you are a legal entity, the Services may only be accessed and used by Authorised Users. You are responsible for all acts and omissions of your Authorised Users as if they were your own. Unless otherwise expressly permitted on the Website or in a separate written agreement, each Authorised User must have their own individual login credentials and must not share them with any other person. API keys must be treated as Confidential Information and must not be shared outside your organisation.

6. Acceptable Use and Prohibited Conduct
6.1 General
You agree to use the Services only for lawful purposes and in accordance with these Terms. You are solely responsible for all use of the Services under your Account and for all Customer Data.
6.2 Prohibited Conduct
You must not, and must not permit any other person to:

(a) resell, redistribute, sublicense, lease, rent, loan, republish, or otherwise transfer the Data, the Content, or any portion thereof to any third party, whether for consideration or free of charge, except as expressly permitted in writing by Market Software;

(b) use, reproduce, or incorporate the Data or the Content, in whole or in part, to develop, train, enhance, benchmark, or operate any product, service, dataset, tool, or platform that competes with, or is substantially similar in function to, the Services (a "Competing Product"), or to assist any third party in doing so;

(c) scrape, bulk-download, systematically retrieve, harvest, mirror, or cache the Data or the Content by any means (including automated means, artificial intelligence solutions, artificial intelligence agents, robots, spiders, or scripts) that exceeds the documented rate limits, quotas, or usage limits of your Subscription or the API, or that circumvents any technical or procedural access controls;

(d) use the Data or the Content for high-frequency, real-time, or latency-sensitive production trading in any manner that depends on the accuracy, completeness, timeliness, or availability of the Data, without first entering into an Enterprise Agreement with Market Software that would specifically grant you a right to do so;

(e) use the Services in violation of any applicable law, regulation, court order, or third-party right, including any Intellectual Property Rights, sanctions regime, anti-money-laundering law, securities law, or data protection law;

(f) use the Services in any Restricted Territory or on behalf of any Restricted Person;

(g) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Services, except to the extent such restriction is prohibited by applicable law;

(h) remove, alter, or obscure any copyright, trademark, or other proprietary notice in or on the Services or the Content;

(i) use the Services in any manner that could damage, disable, overburden, or impair the Services, or that interferes with any other party's use of the Services;

(j) attempt to gain unauthorised access to any part of the Services, to other users' Accounts, or to any systems or networks connected to the Services;

(k) use any bot, artificial intelligence solution or agent, script, scraper, or other automated means to create Accounts, to acquire API keys, or to circumvent rate limits or usage quotas;

(l) misrepresent the origin, ownership, or nature of the Data, the Content, or the Services in any presentation, communication, publication, or offering;

(m) use the Services to build, train, fine-tune, or otherwise develop any machine learning, artificial intelligence, or similar model that could be used to produce a Competing Product, except to the extent expressly permitted by your Subscription tier;

(n) disclose to any third party any Confidential Information concerning the Services (including but not limited to benchmark results, load test results, designs, algorithms, technical documentation that is not publicly available on the Website, or the results of any security testing), except with Market Software's prior written consent; or

(o) encourage, induce, or assist any third party to engage in any of the foregoing.
6.3 Monitoring and Enforcement
Market Software may (but is not obliged to) monitor use of the Services to detect and investigate breaches of these Terms. Without prejudice to any other right or remedy, Market Software may, in its sole discretion and without prior notice, suspend, throttle, or terminate your access to the Services, revoke API keys, or block IP addresses, if it reasonably suspects a breach of this Clause 6.

7. Fees, Billing, Payment, and Merchant of Record
7.1 Fees
The Fees payable for paid Subscriptions are set out on the Website at the time of purchase and may be updated from time to time. All Fees are stated exclusive of applicable taxes unless otherwise indicated. Market Software may change the Fees for any Subscription from time to time on notice by email or by posting on the Website; changes will take effect at the start of the next renewal period following not less than fourteen (14) days' notice.
7.2 Creem as Merchant of Record
Payment processing on the Website is provided by Creem (operated by Armitage Labs OÜ or any successor or affiliated entity designated by it, "Creem"), which acts as the Merchant of Record for all paid Subscriptions. This means that:

(a) when you purchase a paid Subscription, the payment transaction is legally between you and Creem;

(b) Creem is the entity responsible for charging your payment method, collecting and remitting applicable value-added tax, sales tax, goods and services tax, and other indirect taxes, issuing invoices and receipts, handling chargebacks, and processing refunds (if any);

(d) the payment transaction is governed by Creem's own terms of service and privacy policy, which are available on Creem's website, and which you should review carefully before completing a purchase; and

(e) Market Software is not the merchant of record, does not process or hold payment card data, and is not responsible for any act or omission of Creem, including (without limitation) any failure to process, refund, or remit funds.

These Terms govern your use of the Services. Creem's terms govern the payment transaction. In the event of any conflict between these Terms and Creem's terms with respect to the payment transaction itself, Creem's terms will prevail as between you and Creem, but these Terms will continue to govern your use of the Services.
7.3 Authorisation and Automatic Renewal
Paid Subscriptions renew monthly on an automatic basis unless and until cancelled in accordance with Clause 7.4. By purchasing a paid Subscription, you authorise Creem (and, through Creem, Market Software) to charge your designated payment method on each renewal date for the then-current Fees plus any applicable taxes.
7.4 Cancellation by Customer
You may cancel your paid Subscription at any time via your Account settings on the Website or, where applicable, via the Creem customer portal. To avoid being charged for the next renewal period, you must cancel not later than three (3) calendar days before the next renewal date. Cancellations received less than three (3) calendar days before the next renewal date will take effect only at the end of the renewal period that follows.
7.5 No Refunds
All Fees are non-refundable. Once a payment has been taken, it will not be refunded in whole or in part, whether for unused portions of a billing period, for cancellation, for downgrade, for termination for cause, for suspension, for service unavailability, for dissatisfaction with the Services, or for any other reason. Cancellation takes effect at the end of the then-current billing period and you will retain access to the paid Subscription until that end date, but you will not be charged for subsequent periods.

Mandatory statutory rights preserved. Where you are a consumer and mandatory consumer protection law applicable to you confers a non-excludable right of withdrawal, refund, or similar right (including, in the European Union and the United Kingdom, the statutory right of withdrawal in respect of digital content and digital services), that right is unaffected by this Clause 7.5 to the extent mandatory law requires. By commencing use of a paid Subscription before the expiry of any applicable withdrawal period, where such a withdrawal period applies, you expressly consent to the immediate performance of the Services and acknowledge that you thereby lose any statutory right of withdrawal to the extent permitted by applicable law.
7.6 Failed Payments
If a payment fails, Creem may reattempt the charge in accordance with its own procedures. Market Software may suspend or terminate your access to the Services if a payment remains unpaid for more than seven (7) days after the due date, without prejudice to any other right or remedy.
7.7 Taxes
As Merchant of Record, Creem is responsible for calculating, collecting, and remitting applicable indirect taxes. You are solely responsible for any other taxes arising in your jurisdiction in respect of your use of the Services, including any withholding tax, income tax, or corporate tax, and for any duties, levies, or charges that apply to you.
7.8 Free Tier — No Payment
No Fees are payable for use of the Free Tier. Market Software reserves the right to introduce Fees for any portion of the Free Tier with not less than thirty (30) days' notice.

8. Customer Data and Customer Responsibilities
8.1 Customer Data
You retain all rights in and to Customer Data. You grant Market Software a worldwide, non-exclusive, royalty-free licence to use, reproduce, store, and process Customer Data solely to the extent necessary to provide the Services, to improve the Services, to detect and prevent fraud or abuse, and to comply with legal obligations.
8.2 Responsibility for Customer Decisions
You are solely and exclusively responsible for:

(a) all decisions made, and all actions taken or omitted, on the basis of the Services, the Data, or the Content, including (without limitation) any trading, investment, allocation, hedging, or risk management decision;

(b) the configuration, development, backtesting, deployment, and operation of any trading strategy, algorithm, model, or automated process that you build using, or that relies on, the Services;

(c) all interactions with Third-Party Services, including (without limitation) wallets, exchanges, vaults, lending protocols, oracles, bridges, custody providers, and blockchain networks;

(d) the security, integrity, custody, and lawful use of your own funds, digital assets, private keys, seed phrases, and wallets; and

(e) your compliance with all laws, regulations, tax obligations, and licensing requirements applicable to you and your activities in every jurisdiction in which you operate.
8.3 No Investment Advice
Nothing on the Website, in the Data, in the Content, in any Market Software communication, or in any output of the Services constitutes investment advice, financial advice, tax advice, legal advice, a recommendation, a solicitation, or an offer to buy or sell any financial instrument, token, security, derivative, or other asset. You are responsible for conducting your own due diligence and, where appropriate, obtaining independent professional advice.

9. Third-Party Services
9.1 Reliance on Third-Party Services
The Services aggregate and process information produced by, or derived from, Third-Party Services, including public blockchains, smart contracts, DeFi protocols, vaults, decentralised exchanges, lending pools, price oracles, and indexers. Market Software does not control such Third-Party Services and makes no representation or warranty regarding them.
9.2 No Responsibility
Market Software is not responsible for: (a) the availability, accuracy, completeness, integrity, timeliness, or performance of any Third-Party Service; (b) any change in the behaviour, interface, data model, or availability of any Third-Party Service; (c) any loss, damage, exploit, hack, rug pull, fraud, smart contract failure, network congestion, chain reorganisation, oracle failure, or any other event or condition affecting any Third-Party Service; or (d) any term, policy, or practice of any Third-Party Service, including any change thereto.
9.3 Display by Third Parties
As noted in Clause 1.3, Data originating from Market Software may be displayed on third-party websites, applications, services, or platforms. Market Software does not guarantee, and is not responsible for, the accuracy, timeliness, completeness, or availability of Data or any other information as displayed on any third-party property, or for any act or omission of such third parties.

10. Disclaimer of Warranties
10.1 "As Is" and "As Available"
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE DATA, THE CONTENT, THE API, AND THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
10.2 No Warranty as to Data
Market Software expressly disclaims any and all warranties and representations regarding the Data and the Content, including (without limitation) any warranty of accuracy, completeness, timeliness, currency, correctness, reliability, fitness for any particular purpose, merchantability, satisfactory quality, non-infringement, title, quiet enjoyment, or uninterrupted availability. Data is sourced from Third-Party Services and is provided on a best-effort basis only. Market Software does not guarantee that the Data is, or will be, accurate, complete, current, error-free, or uninterrupted.
10.3 No Guarantee of Trading Results
Market Software makes no representation or warranty as to any past, present, or future trading result, profit, yield, return, performance, or loss that may be associated with any strategy, vault, protocol, asset, or market referenced in, accessible through, or derived from the Services. Past performance is not indicative of future results. All trading and investment activity carries a high risk of loss, including the total loss of invested capital.
10.4 Beta Features
Market Software may from time to time designate certain features or datasets as "beta", "preview", "experimental", or similar (including but not limited to, for the avoidance of doubt, the Technical Risk Framework referenced on the Website). Such features are provided for evaluation purposes only, may be unstable, may be modified or discontinued at any time, and are subject to the disclaimers in this Clause 10 to the maximum extent permitted by law.
10.5 Mandatory Statutory Rights
Nothing in these Terms excludes or limits any warranty, right, or remedy conferred on you by applicable law that cannot be excluded or limited by contract. Where you are a consumer, your statutory rights are not affected by this Clause 10.

11. Limitation and Exclusion of Liability
11.1 Excluded Losses
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARKET SOFTWARE AND ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, AND LICENSORS (TOGETHER, THE "MARKET SOFTWARE PARTIES") SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION, RESTITUTION, OR OTHERWISE, FOR ANY:

(a) direct or indirect loss of profits, loss of revenue, loss of anticipated savings, or loss of business;

(b) loss of, damage to, or corruption of data;

(d) direct or indirect trading loss, investment loss, loss of capital, loss of digital assets, or loss associated with the value or behaviour of any token, cryptocurrency, vault, or protocol;

(e) loss caused by any decision made or action taken on the basis of the Services, the Data, or the Content;

(f) loss caused by any Third-Party Service, including (without limitation) any smart contract failure, exploit, hack, fraud, rug pull, insolvency, depeg, oracle failure, payment solution issues, bridge failure, chain reorganisation, or network outage;

(g) loss caused by any interruption, error, delay, inaccuracy, incompleteness, or unavailability of the Services, the Data, or the Content; or

(h) any indirect, special, incidental, consequential, exemplary, or punitive damages of any kind,

in each case whether or not such loss was foreseeable, whether or not Market Software was advised of the possibility of such loss, and whether such loss was direct, indirect, or consequential.
11.2 Aggregate Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE MARKET SOFTWARE PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO OR VIA CREEM IN RESPECT OF THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD 100). IF YOU ARE A FREE TIER USER WHO HAS NOT PAID ANY FEES, THE AGGREGATE CAP SHALL BE ONE HUNDRED US DOLLARS (USD 100).
11.3 Basis of the Bargain
You acknowledge that the Fees (if any) have been set, and the Services made available, in reliance on the disclaimers and limitations in Clauses 10 and 11, which form an essential basis of the bargain between you and Market Software, and without which the Services would not have been made available on the terms offered.
11.4 Liabilities Not Excluded
Nothing in these Terms excludes or limits any liability of Market Software for: (a) death or personal injury caused by its gross negligence; (b) deliberate fraud or deliberately fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law. Where you are a consumer, your statutory rights are not affected by this Clause 11 to the extent that they cannot lawfully be excluded or limited.
11.5 No Liability for Third Parties
Without prejudice to the generality of Clauses 1.3, 7.2, and 9, Market Software is not liable for any act or omission of Creem, any Third-Party Service, or any third-party website or platform that displays Data.
11.6 Time Bar
To the maximum extent permitted by applicable law, any claim arising out of or in connection with these Terms or the Services must be brought within one (1) month after the cause of action accrues, failing which the claim is permanently barred.

12. Indemnification
You shall indemnify, defend, and hold harmless the Market Software Parties from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your breach of these Terms;

(b) your use or misuse of the Services, the Data, or the Content;

(d) any trading, investment, or other decision made by you or on your behalf;

(e) any Customer Data or any content you submit, upload, or transmit through the Services; or

(f) any act or omission of any Authorised User.

Market Software will promptly notify you of any claim subject to this Clause 12 and will reasonably cooperate at your expense in the defence of such claim. Market Software reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

13. Confidentiality
Each party ("Recipient") must keep confidential any non-public information of the other party ("Discloser") that it receives in connection with these Terms and that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Recipient must not use Confidential Information except to perform its obligations under these Terms and must not disclose Confidential Information to any third party except to those of its personnel who have a need to know and who are bound by equivalent obligations of confidentiality. This Clause 13 does not apply to information that: (i) is or becomes publicly available without breach of these Terms; (ii) was known to Recipient before receipt from Discloser; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law or court order (in which case the Recipient must, to the extent legally permitted, notify Discloser in advance).

14. Suspension and Termination
14.1 Termination by Customer
You may terminate your Account at any time by cancelling your Subscription in accordance with Clause 7.4.
14.2 Termination by Market Software
Market Software may, at any time and in its sole and absolute discretion, with or without cause and with or without prior notice, suspend or terminate your Account, your Subscription, your access to the Services, or any part thereof. Without limiting the foregoing, Market Software may suspend or terminate your access where:

(a) you breach these Terms;

(b) you engage in conduct that Market Software reasonably considers to be abusive, fraudulent, malicious, harmful, or otherwise unacceptable;

(d) Market Software reasonably believes that continued provision of the Services to you would expose Market Software or any third party to liability or reputational harm;

(e) a payment in respect of your Subscription is overdue; or

(f) Market Software decides, for any commercial, strategic, operational, technical, or other reason, to discontinue the Services (in whole or in part) or to cease providing the Services to your category of user, your geography, or your use case.
14.3 Effect of Termination
On termination for any reason:

(a) your right to access and use the Services immediately ceases;

(b) API keys associated with your Account will be revoked;

(c) you must immediately cease all use of the Data, the Content, and any materials derived from them, and, on Market Software's request, destroy all copies in your possession or control (except to the extent you are required to retain them by applicable law);

(d) Clauses 1.2, 1.3, 4.2, 6, 7.5, 8.2, 8.3, 9, 10, 11, 12, 13, 14.3, 15, 16, 17, and 18, and any other provision that by its nature is intended to survive, will survive termination.
14.4 No Refund on Termination
Except as expressly provided in Clause 7.5 in respect of mandatory statutory rights, no refund is payable on termination, whether the termination is initiated by you or by Market Software, and whether or not for cause.

15. Privacy and Data Protection
Market Software's processing of personal data in connection with the Services is described in the Privacy Policy, which is available on the Website and which is incorporated into these Terms by reference. By using the Services you acknowledge that you have read the Privacy Policy.

16. Changes to the Services and to these Terms
16.1 Changes to the Services
Market Software may, at any time and without liability, add, remove, modify, or discontinue features, functionality, datasets, APIs, endpoints, rate limits, pricing tiers, or any other aspect of the Services. Market Software will endeavour to give reasonable notice of material adverse changes, but is not obliged to do so except where required by applicable law or by a separate written agreement.
16.2 Changes to these Terms
Market Software may amend these Terms from time to time. The current version will be posted on the Website with an updated "Last updated" date. Amendments that are material and adverse to paying subscribers will take effect at the start of the next renewal period following not less than fourteen (14) days' notice (by email or other digital communication, or by in-product notification). Amendments that are required by law, that relate to new features, or that are not material and adverse may take effect immediately on posting. Your continued use of the Services after the effective date of an amendment constitutes your acceptance of the amended Terms. If you do not accept an amendment, your sole and exclusive remedy is to cancel your Subscription in accordance with Clause 7.4.

17. Notices
Notices to Market Software under these Terms must be sent to info@marketsoftware.co and, for legal notices, also to the registered office address in the header of these Terms. Notices to you will be sent to the email address associated with your Account or posted on the Website. A notice sent by email or other digital communication sent by us is deemed received on the day of transmission, unless an automated non-delivery message is received.

18. Governing Law, Arbitration, and Class Action Waiver
18.1 Governing Law
These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of Gibraltar.
18.2 Binding Arbitration
Subject to Clauses 18.4 and 18.5, any dispute, controversy, claim, or difference of any kind whatsoever arising out of, relating to, or in connection with these Terms or the Services, including any question regarding their existence, validity, interpretation, performance, breach, or termination, and any non-contractual obligations connected with them (a "Dispute"), shall be referred to and finally resolved by binding arbitration under the Arbitration Rules of the London Court of International Arbitration ("LCIA"), which rules are deemed to be incorporated by reference into this clause.

(a) The seat (or legal place) of arbitration shall be Gibraltar.

(b) The language of the arbitration shall be English.

(c) The number of arbitrators shall be one, unless the amount in dispute exceeds five hundred thousand US dollars (USD 500,000), in which case the number shall be three.

(d) The award of the arbitrator(s) shall be final and binding on the parties and may be entered into any court of competent jurisdiction for enforcement.

(e) The parties expressly waive any right of appeal or review of any arbitral award to any court or tribunal, to the maximum extent permitted by the law of the seat.
18.3 Class Action Waiver
YOU AND MARKET SOFTWARE AGREE THAT ANY DISPUTE SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER YOU NOR MARKET SOFTWARE MAY SERVE AS A CLASS REPRESENTATIVE, NOR MAY ANY ARBITRATION OR PROCEEDING BE CONSOLIDATED WITH ANY OTHER ARBITRATION OR PROCEEDING WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES. YOU AND MARKET SOFTWARE EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST THE MARKET SOFTWARE PARTIES, INCLUDING ANY DIRECTORS, OFFICERS, FOUNDERS, SHAREHOLDERS, OR EMPLOYEES THEREOF.

If this class action waiver is held to be unenforceable in respect of a particular claim, then that claim (and only that claim) shall be severed from the arbitration and brought in the courts of competent jurisdiction, but the remainder of the Dispute shall continue to be resolved in arbitration.
18.4 Carve-outs
Notwithstanding Clauses 18.2 and 18.3:

(a) either party may bring an action in any court of competent jurisdiction for interim, provisional, or injunctive relief (including to protect Intellectual Property Rights or Confidential Information), without thereby waiving its right to arbitration of the merits;

(b) Market Software may bring any claim for non-payment of Fees in any court of competent jurisdiction; and

(c) nothing in this Clause 18 prevents either party from reporting any matter to a regulator or supervisory authority.
18.5 Consumers in the European Union, the United Kingdom, and Certain Other Jurisdictions
If you are a consumer (i.e., an individual acting for purposes outside your trade, business, craft, or profession) and you are resident in the European Union, the United Kingdom, or another jurisdiction whose mandatory law prohibits or restricts binding arbitration, class action waivers, or exclusive jurisdiction clauses against consumers:

(a) the arbitration clause in Clause 18.2 does not prevent you from bringing proceedings in the courts of your country of residence if and to the extent mandatory law so requires;

(b) you retain the benefit of any mandatory consumer protection law of your country of residence that cannot be excluded by contract;

(d) you may access the European Commission's online dispute resolution platform at https://ec.europa.eu/consumers/odr for consumer dispute resolution (although Market Software is not obliged to, and does not commit to, use that platform).

19. General Provisions
19.1 Entire Agreement
These Terms, together with the Privacy Policy and any Subscription-specific or Enterprise Agreement terms entered into with Market Software in writing, constitute the entire agreement between you and Market Software relating to the Services and supersede all prior or contemporaneous understandings, communications, and agreements, whether oral or written. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty that is not set out in these Terms.
19.2 Assignment
You may not assign, transfer, delegate, or sublicense any right or obligation under these Terms without Market Software's prior written consent. Market Software may assign, transfer, or delegate any right or obligation under these Terms without your consent, including in connection with a sale of all or substantially all of its business or assets, a merger, a reorganisation, or a change of control.
19.3 No Waiver
A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that or any other right or remedy.
19.4 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be replaced, to the extent permitted by law, with a valid provision that most closely reflects the original intent.
19.5 No Agency
Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and Market Software.
19.6 No Third-Party Beneficiaries
Other than the Market Software Parties (each of whom may enforce Clauses 10, 11, 12, and 18), no person who is not a party to these Terms has any right under the Contracts (Rights of Third Parties) Act 1999 (as it has effect in Gibraltar, if at all) or equivalent Gibraltar or English law to enforce any provision of these Terms.
19.7 Force Majeure
Market Software is not liable for any failure or delay in performance caused by any event beyond its reasonable control, including (without limitation) acts of God, war, terrorism, civil unrest, pandemic, governmental action, power or internet outages, denial-of-service attacks, failure of any third-party network, blockchain, oracle, or cloud service, or any other force majeure event.
19.8 Language
These Terms are drafted in English. Any translation is provided for convenience only. In the event of any inconsistency between the English version and a translation, the English version prevails.
19.9 Contact

For questions about these Terms, please contact info@marketsoftware.co

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