CCData API License Agreement

07 August 2023

This licence agreement (the Agreement) governs your use of the CCData application program interface provided by CCData to enable you to access certain data (the API) and all use by you of the API and that data shall be subject to the terms of this Agreement.

By clicking the “buy now” box and completing the online sign-up process, you indicate that you accept this Agreement and you acknowledge that you agree to be legally bound by it. If you are acting on behalf of a company or other entity, then when you click that box you are also representing that you have the authority to do so, and in which case all further references to "you" and “your” shall be in reference to such company or entity.

If you do not have authority to enter into this Agreement or if you do not agree with its terms then you must not use the API or interact with the API in any way and you should not click the box to accept its terms.

We are CC DATA LIMITED incorporated and registered in England and Wales with company number 10966788 whose registered office is at 6th floor, 9 Appold Street, London, United Kingdom, EC2A 2AP (CCData).

You can contact us by emailing data@ccdata.io.

Summary of Key Terms

To help you understand this Agreement we have set out a summary of some of the key terms, below. This is not a substitute for the terms of the Agreement, which you should read in full.

• This Agreement covers the use that you may make of our API and the data that we make available through our API.
• On our website you will select which data you would like to have access to, how long you want to use it for and how and when you wish to pay for it. This is called our “Payment Plan”. You are only permitted to access and use the data you select and you must comply with the other options you select, too. This includes the fees you must pay and the length of time for which you may use the data.
• You are only permitted to use our API for the purposes of accessing and using the data you select.
• Generally, subject to certain rules and restrictions (see clause 2 and below), all the data you select you may use for your own internal use (meaning you must not share it with anyone else), but not for any other purpose. Sometimes certain special terms will apply to some of the data that you select. These special terms will be displayed on our website (see https://developers.cryptocompare.com/faq/ ) and it is important that you check them as they may affect how you are permitted to use the data you select.
• An important restriction to note, even when using the data for your own internal use, is that it must not be used in connection with any Cryptocurrency Index or as or in connection with any Financial Product (these definitions are in the Schedule – please read them carefully).

1. Definitions and Interpretation

The definitions and rules of interpretation as set out in the Schedule at the end of this Agreement apply to this Agreement.

2. License and Restrictions

2.1 Subject to your full compliance with all of the terms and conditions of this Agreement, CCData hereby grants you a non-exclusive, non-transferable, non-sublicensable licence for the Term to access and use the API for the purposes of accessing and using such of the API Data as you have selected in the applicable Payment Plan (the Selected Data) and only to the extent and for the purposes set out in clause 2.2.

2.2 You shall only access and use the Selected Data, and not any other API Data, and you shall only access and use it for your own internal use only.

2.3 You shall not access or use or permit any third party to access or use the API or any Selected Data other than as expressly permitted in this Agreement and not in any way that is contrary to any restriction set out in this Agreement.

2.4 You shall ensure that the API and Selected Data is only accessed and used by applicable Authorised Users and that all use of the API and Selected Data is only in accordance with any limits specified in the Payment Plan or any limits that CCData otherwise imposes on the number of Authorised Users and/or the number and frequency of API Requests from time to time, which CCData may do in its sole discretion.

2.5 You shall not, and shall not permit any other person to at any time use any Selected Data:

• 2.5.1 for Display purposes;
• 2.5.2 for developing, reproducing, or distributing to Customers or any other person, any products or services (including any Products) whether or not they interoperate with the API and the CCData Data;
• 2.5.3 whether directly or indirectly, to create or be used in connection with any Cryptocurrency Index or any Financial Product.

2.6 You shall at all times ensure that all use of the Selected Data complies with all Attribution Requirements that apply from time to time.

2.7 You shall at all times comply with all relevant legislation, regulations, codes of practice and other requirements of any relevant government, governmental or regulatory agency or other relevant body and you shall not use the API or any Selected Data:

• 2.6.1 in connection with a criminal offence under any applicable laws or regulations or for any unlawful purpose whatsoever, including fraud or terrorism, or which promotes any unlawful act;
• 2.6.2 in any way which is abusive, harmful, threatening or defamatory or any other way that may cause offence or in any way which causes or is intended to cause annoyance or inconvenience, or which may otherwise damage the reputation of CCData;
• 2.6.3 in any way that misrepresents, or that may create a false or misleading impression in connection with any Selected Data or its origin;
• 2.6.4 in any way that could be harmful to CCData’s systems or any API Data or any systems or data of any third party (including uploading any material that otherwise contains a virus or other malicious code); or
• 2.6.5 in any way which may infringe the Intellectual Property Rights or other rights of any third party.

2.8 You shall not:

• 2.7.1 copy the API (or any part of it), except and only to the extent permitted by English law or by the express written agreement of CCData, and then only provided that you keep accurate and up-to-date records of such copying containing such information as CCData reasonable requests;
• 2.7.2 interfere with, decompile, observe, study or test the functioning of the API, except and only to the extent that such restriction is prohibited under English law, or with the express written agreement of CCData.

2.9 You shall, on request from CCData, promptly provide CCData with access to your Products for the purposes of checking your compliance with this Agreement.

3. CCData Branding

3.1 If you are ever granted any special permission to use any Selected Data for Display Purposes then you shall at all times ensure that the CCData Branding is used in connection with that Selected Data when it is used for such permitted Display Purposes, in each case as set out in and in compliance with the Brand Guidelines, and we hereby grant you permission to use the CCData Branding for this purpose only.

3.2 Any goodwill derived from the use of the CCData Branding shall accrue to the benefit of CCData.

4. Fees and payment

4.1 You shall pay CCData the Fees in advance in accordance with the applicable Payment Plan.

4.2 If you fail to pay the Fees when due in accordance with this Agreement then this shall be a material breach of this Agreement. CCData shall at its sole discretion also be entitled to suspend your access to the API and the API Data until such time as such Fees have been paid by you. CCData may suspend such access by disabling the applicable Security Features or otherwise.

4.3 You acknowledge that CCData shall be entitled to use such third parties as it sees fit to facilitate the payment or collection of any Fees and/or any applicable taxes.

4.4 All amounts due under this Agreement are exclusive of VAT, sales and other applicable taxes, all of which shall be payable by you in addition to the Fees and at the rate and in the manner for the time being prescribed by law.

5. Security Features

5.1 You shall ensure that the API and API Data is kept secure by using the Security Features, and shall use security practices and systems appropriate to the use of the API and API Data to enforce the restrictions set out in this Agreement and to prevent, and take prompt and proper remedial action against any unauthorised access or use of the API or any API Data.

5.2 All Security Features must, unless CCData notifies you otherwise, be kept confidential and not lent, shared, transferred or otherwise misused. CCData may change any Security Features on notice to you at any time.

5.3 If you become aware of any misuse of the API or any of the API Data or if you learn or suspect that any Security Feature has been revealed to or obtained by any unauthorised person:

• 5.3.1 you shall, at your expense, promptly notify CCData and fully co-operate with it to remedy the issue as soon as reasonably practicable; and
• 5.3.2 CCData may suspend your rights under this Agreement until the misuse or unauthorised disclosure of the Security Feature is remedied.

5.4 You agree to co-operate with CCData's reasonable security investigations.

6. Data protection and Privacy

6.1 Each party to this Agreement shall comply with its respective obligations under the Data Protection Laws. This clause 6 is in addition to, and does not relieve or replace, a party's obligations under the Data Protection Laws.

6.2 You shall:

• 6.2.1 comply with all applicable Data Protection Laws in respect of your use of the API and API Data;
• 6.2.2 ensure that your collection, use and disclosure of any personal data as part of the use of the API, the API Data and/or the Products complies with all Data Protection Laws;
• 6.2.3 in connection with the use of the API, the API Data and/or the Products, display a privacy policy that satisfies the requirements of the Data Protection Laws and only process personal data as is permitted by such privacy policy.

6.3 CCData shall ensure that its collection, use and disclosure of any personal data in connection with this Agreement and the licensing of the API and the API Data shall comply with Data Protection Laws and shall be in accordance with the privacy policy displayed on the CCData Website from time to time.

6.4 References in this clause 6 to “personal data” and “process” shall have the meaning given to them in the Data Protection Laws.

7. Intellectual Property Rights

7.1 You acknowledge that:

• 7.1.1 all Intellectual Property Rights in the API and API Data are the property of CCData or its licensors;
• 7.1.2 you shall have no rights in or to the API or API Data other than the right to access and use them in accordance with the express terms of this Agreement; and
• 7.1.3 CCData 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 API Data.

7.2 All Intellectual Property Rights in and to your Product (other than to the extent it comprises any API Data, the Intellectual Property Rights in which shall remain the property of CCData or its licensors ) shall remain vested in you.

7.3 You acknowledge and agree that:

• 7.3.1 the API and API Data contain confidential and proprietary information and it shall not conceal, modify, remove, destroy or alter in any way any proprietary markings on or in the API or API Data;
• 7.3.2 you shall not deal with any CCData Branding or any other trade marks, logos and service marks which appear on the CCData Website or API, except to the extent expressly set out in this Agreement.

8. Confidential Information

8.1 The term Confidential Information does not include any information that:

• 8.1.1 is or becomes generally available to the public (other than as a result of a breach of this clause 8);
• 8.1.2 was known to you on a non-confidential basis before disclosure to you by CCData;
• 8.1.3 was, is, or becomes, available to you on a non-confidential basis from a person who, to your knowledge, is not bound by a confidentiality agreement with CCData or otherwise prohibited from disclosing the information to you;
• 8.1.4 CCData agrees in writing is not confidential or may be disclosed.

8.2 You shall keep the Confidential Information confidential and shall not:

• 8.2.1 use any Confidential Information except for the purposes of this Agreement; or
• 8.2.2 disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.

8.3 You may disclose the Confidential Information to those of your employees, officers, professional advisers or sub-contractors who need to know that Confidential Information for the purposes of this Agreement (the Representatives), provided that:

• 8.3.1 you inform those Representatives of the confidential nature of the Confidential Information before disclosure; and
• 8.3.2 at all times, you are responsible for the Representatives' compliance with the confidentiality obligations set out in this clause 8.

8.4 You may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent you are legally permitted to do so, you give CCData as much notice of the disclosure as possible.

8.5 The provisions of this clause 8 shall continue to apply after expiry or termination of this Agreement.

9. Warranties

9.1 CCData warrants that it has the right to license the API and Selected Data to you for your use in accordance with the terms of this Agreement.

9.2 The API and the Selected Data is provided on an “as is” basis and CCData does not warrant that:

• 9.2.1 the API or API Data will be free of bugs or errors or that the supply will be free from interruption;
• 9.2.2 the API or API Data will run on your systems or hardware and you acknowledge that this is your responsibility;
• 9.2.3 the API or API Data are complete, accurate, reliable, useful, fit for purpose or timely;

9.3 You warrant and represent that you are not barred by any applicable laws or regulations from being provided with or using the API or any API Data. You acknowledge and agree that you must not use the API or any API Data in any country that is subject to an embargo by the United Kingdom, United States or European Union (or, in each case, any part thereof) applicable to the API or API Data or their provision to you.

9.4 Any warranties given by CCData shall be subject to you using the API and API Data in compliance with this Agreement, and CCData shall not be liable under this clause for, or required to remedy, any problem arising from:

• 9.4.1 any modification made to any part of the API or API Data by anyone other than CCData without its express prior written consent; or
• 9.4.2 any defect or error wholly caused by any equipment or third-party software used in connection with the API or API Data.

9.5 Except as expressly stated in this Agreement, all warranties, conditions and terms, whether expressed or implied by statute, common law or otherwise are hereby excluded to the maximum extent permitted by law.

10. Limits on liability

10.1 You acknowledge and agree that:

• 10.1.1 the API Data is not intended for trading purposes and that the use and interpretation of the API Data requires specialist skill and knowledge of financial markets and that you have that skill and knowledge and undertake that you will exercise that skill and knowledge and appropriate judgement when using the API Data;
• 10.1.2 you shall be solely responsible for any opinions, recommendations, forecasts or other conclusions made or actions taken by you based (wholly or in part) on the API Data;
• 10.1.3 you are 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 10 are reasonable in these circumstances; and
• 10.1.4 CCData is not responsible for any liability that arises in connection with third parties unlawfully obtaining access to the API and that you are responsible for any and all liability that arises in connection with any activity using the Security Features applicable to you (whether authorised or not).

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

• 10.2.1 fraud or fraudulent misrepresentation;
• 10.2.2 death or personal injury caused by negligence; or
• 10.2.3 any matter in respect of which it would be unlawful for the parties to exclude liability for respectively.

10.3 Subject to clause 10.2, CCData 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:

• 10.3.1 any loss of profits, business, business opportunities, revenue, reputation, goodwill, anticipated savings or wasted expenditure;
• 10.3.2 any loss or corruption of data or information;
• 10.3.3 any loss or liability under or in relation to any other contract; or
• 10.3.4 any indirect or consequential losses or any punitive, exemplary or special damages.

10.4 Subject to clauses 10.2 and 10.3, CCData’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 under or in connection this Agreement shall in all circumstances be limited to £1,000.

10.5 CCData shall not be liable for any failure or delay in performing any of its obligations under this Agreement to the extent caused by any delay or failure by you in performing any of your obligations under this Agreement or if any such delay or failure result from events, circumstances or causes beyond its reasonable control.

11. Term and Termination

11.1 This Agreement shall commence on the Commencement Date and will continue in full force and effect until the end of the Subscription Period, unless terminated earlier in accordance with its terms. At the end of the Subscription Period this Agreement shall automatically renew for a period of time equal to the Subscription Period (a Renewal Period) and at the end of that Renewal Period and each Renewal Period thereafter this Agreement shall automatically renew for a further Renewal Period, in each case unless (i) terminated by either party by giving at least two weeks’ notice to the other party, such notice to take effect at the end of the then current Subscription Period or Renewal Period; or (ii) this Agreement is otherwise terminated earlier in accordance with its terms.

11.2 Either party may, without prejudice to its other rights and remedies, by notice in writing to the other party immediately terminate this Agreement at any time in the event of any material breach of this Agreement by the other party.

11.3 You will not be entitled to any refund of any Fees in connection with any expiry or termination of this Agreement unless validly terminated by you pursuant to clause 11.2 as a result of a material breach of this Agreement by CCData, in which case you shall be entitled to a refund of the Fees prorated according to the period from the date of termination through to the end of the applicable Payment Plan.

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

11.5 On any expiry or termination of this Agreement, you shall:

• 11.5.1 cease to access and use the API, Selected Data and the CCData Branding.
• 11.5.2 as soon as reasonably practicable destroy all Confidential Information in your possession or control; and
• 11.5.3 without limiting the effect of clause 11.5.1, you shall as soon as reasonably practicable ensure that all Selected Data is deleted from your hardware, systems and Products.

12. Notices

12.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to info@ccdata.io when being sent to CCData, or to any email address you have provided to CCData on your registration with us when an email is being sent to you. A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, on the next Business Day after transmission. For the purposes of this clause, Business Day means a day other than a Saturday or Sunday or public or bank holiday England.

12.2 This clause 12 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13. General

13.1 This Agreement and the privacy policy on the CCData Website contain the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement or such privacy policy. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

13.2 This Agreement is personal to you and you shall not assign, transfer, sub-contract, or deal in any other manner with any of your rights and obligations under this Agreement without the prior written consent of CCData. CCData may at any time assign, transfer, sub-contract, or deal in any other manner with any of its rights and obligations under this Agreement without your consent.

13.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law 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. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. 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.

13.4 CCData shall be entitled to vary this Agreement at any time provided that it notifies you of such variations.

13.5 If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of this Agreement.

13.6 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.

13.7 Except as expressly stated otherwise, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. Subject to the prior consent of CCData, each Data Provider Beneficiary shall be deemed to be a beneficiary of this Agreement and shall be entitled to enforce the rights and obligations set out in this Agreement as if it was CCData.

18.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

18.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, England. The language of the arbitral proceedings shall be English. Nothing in this clause shall affect either party’s right to apply to the courts for injunctive relief, interim measures and other equitable remedies.

SCHEDULE – DEFINITIONS AND INTERPRETATION

1. In this Agreement, unless the context otherwise requires: (i) the singular includes the plural and vice versa; (ii) references to the parties means to both CCData and you and references to a party is to either one of CCData or you; (iii) references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality); (iv) references to including and include(s) shall be deemed to mean respectively including without limitation and include(s) without limitation; and (v) references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.

2. In this Agreement the following words and phrases shall have the following meanings:

API Data means the Exchange Data and CCData Data together;

API Request means any communication from any Product, or any server used to route data to or from the Product, to the API;

Attribution Requirements means those requirements relating to the attribution, source or ownership of any data (or the Intellectual Property Rights in that data) as are set out from time to time on the CCData website;

Authorised Users means your staff members authorised by you, to access and use the API and the applicable Selected Data using the applicable Security Features;

Branding Guidelines means the guidelines relating to all use of the CCData Branding, as provided to you by CCData or made available on the CCData Website from time to time;

CCData Branding means all CCData trade marks, logos or other branding as is provided or made available by CCData to you for use pursuant to this Agreement;

CCData Data means any data, content, images, texts, information, or other materials that you access via or using the API, other than the Exchange Data;

CCData Website means CCData’s website, currently www.ccdata.io;

Commencement Date means the date on which you pay the Fees in respect of the applicable Payment Plan;

Confidential Information  means any and all confidential information (whether in oral, written or electronic form) disclosed by CCData to you or otherwise obtained by you relating to the API or API Data or CCData’s business, finance, technology, data, know-how, intellectual property, assets, strategy, products and customers, including without limitation information relating to methodologies or other processes, management, financial, marketing, technical and other arrangements or operations of any person, firm, or organisation associated with CCData;

Cryptocurrency Index means any cryptocurrency related index, indicator or benchmark that is provided to a regulated exchange in any jurisdiction, including where such an exchange is owned, operated or otherwise connected with you and otherwise;

Customer means a third party to whom you provide, license or otherwise make available your Product, whether for the payment of a fee or otherwise;

Data Protection Laws means all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK);

Data Provider means any third party licensor or provider of data to CCData (or any of its affiliates);

Data Provider Beneficiary means any Data Provider which CCData (or any of its affiliates) is contractually obliged to (i) make a beneficiary of this Agreement or (ii) ensure that such Data Provider can enforce any or all of the rights and obligations set out in this Agreement as if that third party was CCData;

Display Purpose means to display or otherwise make available for viewing (but not for any other use) on a website or through an application;

Exchange Data means any data, content, images, texts, information, or other materials sourced from  a third party stock, digital asset or currency exchange (or similar), which is identified on the API as “Exchange Data”, that you access via or using the API;

Fees means the fees calculated as set out in and payable in accordance with clause 4 (Fees and Payment);

Financial Product means any investment product, financial product, exchange-traded fund, exchange listed derivatives, financial instrument, financial contract, or any currency, token, digital or blockchain-based asset, in each case, or other similar instrument of any kind or character, wherever exchanged or traded;

Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Payment Plan means the option(s) you select on the CCData Website in respect of:

• (i) the API Data (or subset thereof) that you wish to have access to;
• (ii) the Subscription Period;
• (iii) the limitations imposed by CCData in respect of your access to such Selected Data (which may include a limitation on the number of permitted API Requests, the number of sockets, or the amount of data which can be accessed); and
• (iv) your chosen method and timing of payment;

Products or Services means any product or service provided by you, whether through your website, application or platform, or otherwise;

Security Features means any security feature relating to access to the API and/or any API Data, including any unique identifier, key, PIN or password;

Selected Data has the meaning given in clause 2.1;

Special Terms means such additional terms and conditions (if any), including any restrictions and prohibitions on use, applicable to any of the Selected Data as are set out from time to time on the CCData website at
https://developers.cryptocompare.com/faq/

Subscription Period means the initial period of time for which you wish to be licensed to have access to the Selected Data. Where on the CCData Website you select “monthly” this will be a period of one month and where you select “annually” or “yearly” this will be a period of twelve months, in each case commencing on the Commencement Date; and

Term means the period from the Commencement Date until such time as this Agreement expires or is terminated in accordance with its terms.