EVOLVINGDATA  SAS

EXAMPLE OF APPLICATION PROGRAMMING INTERFACE END-USER LICENSE AGREEMENT

This Application Programming Interface End-User License Agreement (hereinafter referred to as the “EULA”) , is entered into on the Effective Date (defined below) and constitutes a legally binding agreement, governing the contractual relationship between: EVOLVINGDATA SAS, a company governed by the laws of France, having its registered office located at 10-12 Andras Beck, 92360, Meudon, France (hereinafter referred to as “Company”), and each individual, entity, user (hereinafter referred to as “Client”) accessing and using Company’s API (defined below). Company and Client shall also hereinafter be referred to together as the “Parties” and individually as a “Party”. 
This EULA governs Client’s access to and use of Company’s historic and real time data streaming application programming interface, namely ‘Data Timeline API’ (“API”), which (i) allows Client to create/obtain a Data Feed (defined below) on a topic of interest, for the purposes of enabling Client to make trading decisions, either automatically or manually, and (ii) is available to Client on a subscription basis.

ACCEPTANCE OF THIS EULA

PLEASE READ THIS EULA CAREFULLY BEFORE ACCEPTING ITS TERMS AND CONDITIONS. BY SELECTING “I ACCEPT”, CLICKING THE “SUBMIT” BUTTON BELOW, AND BY INTEGRATING, ACCESSING, OR USING THE API, CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT: (I) HAS READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS EULA; (2) REPRESENTS AND WARRANTS THAT CLIENT HAS THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THIS EULA; (III) IS ELECTRONICALLY SIGNING/EXECUTING THIS EULA IN A MANNER WHICH IS LEGALLY EQUIVALENT TO CLIENT’S HANDWRITTEN SIGNATURE, (IV) AGREES THAT THIS EULA WILL COME INTO FORCE IMMEDIATELY AND AUTOMATICALLY AND (IV) WILL BECOME LEGALLY BOUND BY ALL ENFORCEABLE TERMS AND CONDITIONS CONTAINED IN THIS EULA AND/OR OTHER DOCUMENTS AND POLICIES THAT ARE INCORPORATED HEREIN BY REFERENCE.

This EULA shall come into force on the date upon which the Client accepts the terms and conditions of this EULA, by checking the box “I Accept” and clicking the “Submit” button below (“Effective Date”) and will remain in full force and effect in accordance with the terms provided herein, unless terminated earlier by the Parties. 
If Client is accepting the terms of this EULA on behalf of another person or legal entity, Client represents and warrants that Client has the right, authority and capacity to bind that person or legal entity under this EULA. 
If Client does not agree with any or all of the terms of this EULA, or if Client does not have the necessary authority, Client shall (i) not be authorized to access and/or use the API for any purpose, (ii) refrain from accessing and/or using the API immediately, and (iii) promptly unsubscribe from Client’s access and/or use of the API.

API LICENSE GRANT

Within the scope of Client’s selected Subscription Plan (defined below) and subject to the terms and conditions of this EULA, and particularly to the limitations and restrictions set out under Section 5 (Limitations and Restrictions) of this EULA, Company grants Client a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to integrate, interoperate, access and use the API solely for Client’s lawful internal business and/or personal purposes. 
Client’s  API license will be activated by Company (i) upon receipt by Company of Client’s Subscription Plan Fee (defined below) payment, or (ii) once you subscribed to a free or paid Subscription Plan (defined below). Moreover, the license granted to Client by Company shall be in accordance with the features of Client’s selected Subscription Plan (defined below) Client has subscribed to.
The API is licensed to Client by Company under a Subscription License (defined below) in accordance with the following terms and conditions:
Provided that Client has paid the applicable Subscription Plan Fee (defined below) or if Client has subscribed to a free Subscription Plan, a license for Client’s access to and use of the API may be granted by Company to Client on a subscription basis for a specific duration as per Client’s selected Subscription Plan (“Subscription License”). Under a Subscription License, Company shall provide Client with a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable and limited right to access and use the API, for the duration of Client’s selected Subscription Plan (defined below) and subject to Section 15 (Term and Termination) of this EULA. Client acknowledges and agrees that Client’s right to use the API under a Subscription License shall terminate should Company cease to make a particular service available. In the event that Client requests the cancellation of Client’s selected Subscription Plan (defined below), such Subscription Plan (defined below) will be cancelled at the end of the then-current Billing Cycle (defined below). 

ACCESS TO AND USE OF THE API 

Client acknowledges, understands and agrees that the API shall be (i) provided to Client hereunder as a cloud service, and (ii) hosted by Company and/or Company’s third party service Clients.

Access. Client acknowledges and agrees that Client must have/own at Client’s own expense the applicable and necessary equipment, Internet connection and/or data service plan to access and use the API. Client shall be solely responsible for any and all costs Client incurs to access and use the API from the cloud. The access to and/or use of the API may be prohibited or restricted by Client’s network Client or may not function with Client’s network Client. As such. Company makes no representation that the API is appropriate, suitable and/or available for use in any particular location.  

Monitoring and Compliance. Company reserves the right to monitor and gather information on Client’s use of the API to ensure compliance with the (i) terms and conditions of this EULA, and (ii) Subscription License granted to Client by Company under this EULA. 

The following shall constitute a material breach by Client of this EULA: 
(i) transaction volumes, storage volumes or the number of users accessing the API exceeds, for any three (3) months in a twelve (12) month period, the transaction volumes or capacity, respectively, licensed to Client by Company; or 
(ii) any other unauthorized use of the API is discovered by Company. 
Except for the limited privileges granted under this EULA, or otherwise permitted by applicable law, no part of the API may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of Company.
Availability. Subject to Section 14 (Disclaimer of Warranties) of this EULA, Company agrees to provide Client with access to the API in accordance with the service levels as set out at www.evolvingdata.net.
Credentials. Company shall assign Client with login credentials to use when Client accesses the API (“Credentials”). Client acknowledges and understands that the Credentials are Company’s Confidential Information (defined below), and as such, Client shall be solely responsible for (i) maintaining the confidentiality of Client’s Credentials; and (ii) any and all activities which occur whilst Client is accessing and using the API. Client agrees to notify Company immediately of any unauthorized use of the Credentials, API or any other breach of security. Company shall not be liable for any loss that Client may incur as a result of any third-party using the Credentials assigned to Client by Company and/or accessing/using the API either with or without Client’s knowledge. However, Client may be held liable for losses incurred by Company due to any third-party using Client’s Credentials and/or accessing/using the API. Company may modify the Credentials from time to time upon providing written notice to Client. 
Data Feed Obtained via the API. For the avoidance of doubt, any data, information, content and/or materials (collectively “Data Feed”) that Client obtains via the Client’s use of the API may not be sold. However, Client may create derivative works from such Data Feed Client obtained via the API and (i) offer the derivative work for sale, or (ii) use  the derivative work in Client’s trading activities, or in other similar information applications.
The Data Feed (defined below) that is transmitted to Client’s system via the API, shall be on an ‘as is’ basis and no assurances shall be provided by Company to Client in respect of such Data Feed’s accuracy or completeness.
Back-up. Client shall be sole responsibility for backing up Client’s data and to procure, install, maintain, carry out and pay for any equipment and technology upgrades, refreshes and replacements of its equipment, platform, network, computers, software, communications connections, and facilities on or through which any data/information/content is received, accessed, transmitted or used via the API by the Client.

THE PARTIES RESPONSIBILITIES
Company’s Responsibilities. Subject to the terms and conditions of this EULA, Company (i) agrees to provide Client with access to the API in accordance with the terms and conditions of this EULA, and (ii) will use Company’s reasonable endeavours to prevent interruption to Client’s access to the API as is reasonably practicable for Company to do so. Company  reserves the right to deny Client access to the API at any time if Company  deems, in its sole discretion, that such denial is necessary in order to ensure Client’s compliance with this EULA or to protect Company’s rights, property, and interests.

If Company reasonably believes in its sole discretion that Client is participating in fraudulent or illegal activities, Company may immediately suspend or terminate Client’s access and/or Client’s authorized users’ access to the API.
Client’s Responsibilities. Client shall be responsible for:
complying with all applicable local, state, national and foreign laws in connection with Client’s use of the Data Feed and API, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Client acknowledges that Company exercises no control over the content of the information (i.e. Data Feed) transmitted through the API.
Ensuring that Client does not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
Client’s (including Client’s authorized users who were given access, by Client, to the API) actions, omissions and decisions, in relation to the Client’s use of the Data Feed and API.
Client acknowledges that Company does not control the transfer of data over communications facilities, including the Internet, and that the API and/or Data Feed may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

LIMITATIONS AND RESTRICTIONS

Except as expressly set forth in this EULA, Client agrees that Client will not and is not permitted to:
(i)access or use, or authorize or permit any third party to access or use Company’s API other than for the limited purpose expressly stated under this EULA; 
(ii)distribute, provide access to, or otherwise transfer the API or any copies thereof, to any third party;
(iii)translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover, derive or alter the source code, object code, underlying structure, algorithms, content, metadata, or data schemata of the API;
modify, translate, or create derivative works based on the API without Company’s prior written consent;
copy, sublicense or permit a third party to copy or sublicense any part of the API;
sell, assign, pledge, encumber by lien, convey, rent, or lease the API; 
use, or allow any third party to use the API for any illegal, unauthorized, or otherwise improper purposes, or breach any laws or regulations, or violate the rights of third parties; 
access or use the API, in any manner that impacts the stability of Company’s servers or other applications, and the integrity of any of Company’s data. 
interfere with or disrupt Company’s servers or networks, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through Client’s use of the API; 
access or use the API to market or divert visitors and potential visitors to/from Shepherd Practices, or create and disclose metrics about, or perform any statistical analysis of the API; 
remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials the Client receives or accesses pursuant to this EULA, including but not limited to, the API;
use the API in a manner that, as determined by Company in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API;
use the API in an application that competes with products or services offered by Company; 
copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the API through automated or other means;
conduct any systematic or automated data collection activities on the Shepherd API, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Company’s prior written consent;
use the API to transmit or send unsolicited commercial and marketing communications for any purpose, without Company’s prior written consent; 
violate any usage limits for the API as may be communicated by Company to Client
sell or otherwise transfer or make the API available to any third party without the prior written consent of Company; and/or
otherwise use the API in any manner and/or for any purpose not expressly permitted under this EULA. 
API Call Limitations. Company reserves the right to limit the number of periodic API calls Client is allowed to make. Company may temporarily suspend Client’s access to the API if Client exceeds the API call limits. Attempts to circumvent the API call limits may result in the termination of this EULA, or the suspension of the license granted to Client to use the API. 

EARLY ADOPTERS PROGRAMME

Company may provide the Client with access to the Client’s early adopter’s programme (“EAP”) which is made available to the Client by Company solely for the purposes of the Client evaluating the suitability of the API in relation to the Client’s needs. 
The EAP shall be provided to the Client for a duration of three (3) months only, and any additional terms and conditions relating to the EAP shall be specified under the applicable order form issued by Company to Client. For the avoidance of doubt, Client’s access and use of the API shall automatically terminate on the expiry of the three (3) month period. Company may in its sole discretion, extend the duration of the EAP.
Upon the expiry of the EAP period, Client shall be required to either (i) purchase a Subscription Plan (defined below) to use the API; or (ii) cease all use of the API and destroy all copies of the API, including any associated documentation, in Client’s possession or control, and certify in writing to Company that the API and any associated documentation has been duly deleted/destroyed by the Client.

SUBSCRIPTION PLANS, SUBSCRIPTION PLAN FEES, PAYMENT, AND TAXES

Client acknowledges that Client must register and subscribe to/sign-up to a free or paid subscription plan (“Subscription Plans”) in order to access and use the API. Each Subscription Plan shall (i) include restrictions and requirements that outline the features of the Subscription Plan, and (ii) reference the applicable fee (“Subscription Plan Fee(s)”). The features of each Subscription Plan shall be further detailed on Company’s website located at www.evolvingdata.net. 
The Subscription Plan Fees, corresponding to Client’s selected Subscription Plan and to be paid by Client to Company in consideration of Client’s access to and use of the API, shall be stated under Company’s invoice/order form.
Client acknowledges and agrees that the Subscription Plan Fees corresponding to Client’s selected paid Subscription Plan shall be (i) quoted and payable in U.S. Dollars (USD); (ii) paid by Client on time; and (iii) strictly non-refundable.
Client will be billed on a monthly  basis (“Billing Cycle”) for the Subscription Plan Fees owed by Client to Company in accordance with this EULA. 
Payment of Client’s selected Subscription Plan Fees shall be made by Client to Company via credit card, debit card, bank transfer, PayPal or such other payment method as determined by Company in its sole discretion.
Company may in its sole discretion and at any time, modify the Subscription Plan Fees. Any Subscription Plan Fee change will become effective at the end of the then-current monthly Billing Cycle. Company shall provide Client with reasonable prior notice of at least thirty (30) calendar days prior to effectively implementing any change in the Subscription Plan Fees in order to give Client the opportunity to cancel (in accordance with Section 15 (Term and Termination) Client’s Subscription Plan and/or terminate this EULA before such change becomes effective. Client’s continued use of the API after the Subscription Plan Fee change has come into effect shall constitute Client’s agreement to pay the modified Subscription Plan Fee.
Client agrees to notify Company of any billing queries and/or errors within thirty (30) calendar days after receipt by Client of any invoice/order form (submitted/sent by Company to Client hereunder). Should Client not notify Company of any billing queries and/or errors within such time period, this absence of notification on Client’s part shall be deemed to constitute Client’s waiver of Client’s right to dispute such queries and errors following the expiration of such thirty (30) calendar day period. Client acknowledges, understands and agrees that Company reserves the right to correct any errors in the Subscription Plan Fees, previously quoted by Company to Client and for which Company received payment from Client, (i) by correcting such error in the Subscription Plan Fees, or (ii) by issuing a credit note or corrected invoice/order form to Client.
Company does not guarantee that the Subscription Plans will be offered indefinitely and reserves the right, at its sole discretion, to (i) change the Subscription Plan Fees, and (ii) alter the features and options associated with any particular Subscription Plan. 
Client acknowledges and agrees that Company may, from time to time, add additional features or functionalities to the API. As such, Client’s access to and use of any additional features and functionalities to the API may require the payment of additional Subscription Plan Fees by Client.
Taxes. Unless stated otherwise, all Subscription Plan Fees and any other fees that may become due under this EULA, owed to Company by Client in consideration of Client’s access to and use of the API, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”). Client shall be responsible for the payment of any and all Taxes (except for those based on Company’s income) associated with Client’s subscription to the API. Client hereby indemnifies and holds Company harmless from the payment of any Taxes and costs associated with the collection or withholding thereof, including penalties and interest. If Company is under a legal obligation to pay or collect Taxes for which Client is responsible under this Section 7 (Subscription Plans, Subscription Plan Fees, Payment and Taxes), the applicable amount shall be invoiced (by Company) to and paid by Client unless Client provides Company with a valid tax exemption certificate from the applicable taxing authority.
UPDATES TO API, MAINTENANCE, AND SUPPORT SERVICES
Updates. Company may from time to time in its sole discretion develop and  publish updates for the  API which may include upgrades, bug fixes, patches and other error corrections and/or new features and functionalities (collectively “Update(s)”). Updates may also modify or delete in their entirety certain features and/or functionalities of the  API. Client acknowledges and agrees that Company has no obligation to Client whatsoever (i) regarding the provision to Client of any Updates, or (ii) to continue to provide Client with any particular features or functionality of the API.
Client acknowledges and agrees that the API or any/some portion(s) thereof may not operate properly should Client fail to download and install any Updates. Client further agrees that all Updates shall be deemed an integral part of the API once published by Company and therefore shall be subject to all the terms and conditions contained in this EULA.
Client acknowledges that Updates shall be provided to Client by Company for free, automatically and on a rolling basis.  
Maintenance. Company may conduct maintenance on, stop providing, or change the method of access to the API at any time, with or without notice to Client. For the avoidance of doubt, Company may, in its sole discretion, temporarily or permanently suspend Client’s access to and/or use of the API. As such, Company shall not be liable to Client for any cost, expenses, or damages which Client may incur as a result of said maintenance, suspension, or change in the method of access to or use of the API. If any modification made by Company to the API is unacceptable to Client, Client’s sole recourse shall be to terminate this EULA in accordance with Section 15 (Term and Termination). Continued access to and/or usage of the API following any modification shall constitute Client’s irrevocable and binding acceptance of such modification.
Support Services. Company will provide Client with reasonable support services, via email, in order to address any queries, concerns, or technical issues Client may have pertaining to the API as well as to any payment/account issue.

COMPANY’S PROPRIETARY RIGHTS IN THE API

All content, trademarks, logos and names, data, software, or information contained in any materials, or documents used by Company in relation to the  API, including, but not limited to, any and all copyrighted works, databases, text, tools, software, technology, algorithms, graphics, icons, designs, logos, hyperlinks, domain names, codes, and agreements (“Materials”), are the sole and exclusive property of or are licensed to Company and as such all updates and modifications to the  API will vest in Company or Company’s licensors. Client may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Company’s prior written permission.
Any and all intellectual property rights in the Materials,  API, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and  API, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Company’s Intellectual Property Right(s)”), vest solely and exclusively in Company, its group affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Company to Client are reserved by Company. Save as expressly set out under this EULA, Client shall not acquire any right, title or interest in Company’s Intellectual Property Rights. 

CONFIDENTIAL INFORMATION

Client acknowledges and agrees that the API incorporates confidential and proprietary information developed/acquired by or licensed to Company including, but not limited to, technical and non-technical data, formulas, patterns, compilations, source codes, digital files, features, Updates, releases, enhancements, bug fixes, workarounds, patches, devices, methods, techniques, drawings and processes in connection with the API, which constitutes the valuable intellectual property of Company and its licensors (“Confidential Information”).
Client agrees that all Confidential Information provided to Client by Company under this EULA is to be held by Client in confidence, and shall not be disclosed except as permitted by the terms of this EULA. 
Where Confidential Information is disclosed by Client, to the extent required by law, this shall not be considered a breach of this EULA, provided Client promptly provide (i) Company with prior written notice of such compelled disclosure (to the extent legally permitted); and (ii) Client’s reasonable assistance and cooperation to Company, at Company’s expense, if Company wishes to contest the disclosure of its Confidential Information.

PRIVACY AND DATA PROTECTION

Company is committed to protecting Client’s privacy. As such, the provisions of Company’s Privacy Policy, available at https://evolvingdata.net/privacy-policy/, will govern the manner in which Client’s personal information is collected, processed, used and stored by Company in relation to Client’s access to and use of the API.
Company assumes no responsibility for the deletion of data, loss of data, or the failure to store data. Company shall not have any obligation to monitor the use of the data transmitted or stored through the API. Company reserves the right, consistent with Company’s Privacy Policy and/or other applicable data protection requirements, and if mandated by applicable law, regulation, legal process, or governmental order, to disclose user data or other information, but only to the extent required to comply with those laws, regulations, or orders. Unless prohibited by law or other order, Company shall (i) provide reasonable notice of any such required or requested disclosure to Client, and (ii) reasonably cooperate with Client to limit such disclosure to the extent allowed by law.
Personal information, Credentials, usernames, passwords and prompts exchanged through the API are protected by advanced encryption techniques. However, Client acknowledges, understands and agrees that keeping Client’s personal information, Credentials, username(s) and password(s) secure from disclosure also requires Client’s responsible behavior in protecting such data. As such, Client shall assume the entire responsibility at all times for the supervision, management, control and confidentiality of Client’s personal information and assume the entire risk for the fraudulent or unauthorized use of Client’s personal information. Client understands that failure to protect Client’s personal information may allow an unauthorized third party to use Client’s personal information/identity to access the API under Client’s name/profile/account.  

LIMITATION OF LIABILITY 

CLIENT AGREES THAT CLIENT’S USE OF THE  API AND DATA FEED IS AT CLIENT’S OWN RISK. IN NO EVENT, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL COMPANY OR ITS LICENSORS, PARTNERS, OR VENDORS BE LIABLE TO CLIENT OR ANY THIRD PARTIES UNDER THIS EULA FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COSTS, LOSSES OR EXPENSE, (INCLUDING BUT NOT LIMITED TO LOST OF PROFITS, LOSS OR INTERRUPTION OF USE, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DAMAGE TO NETWORKS, EQUIPMENT, OR HARDWARE, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY) ARISING FROM OR IN ANY WAY CONNECTED WITH (I) THIS EULA; AND/OR (II) THE  API AND/OR (III) DATA FEED. 
REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY TO CLIENT UNDER THIS EULA EXCEED THE SUBSCRIPTION PLAN FEE PAID BY CLIENT, IN THE PRECEDING SIX (6) MONTHS PRIOR TO THE COMMENCEMENT OF A CLAIM, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 
CLIENT ACKNOWLEDGES THAT EXCEPT AS SET FORTH HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY COMPANY TO CLIENT OR TO ANY PERSON ON CLIENT’S BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM THE USE OF THE API. CLIENT HAS RELIED SOLELY UPON CLIENT’S OWN SKILL AND JUDGMENT IN ACCESSING AND USING THE API AND DATA FEED.

INDEMNIFICATION

Client agrees to indemnify and hold Company harmless from and against any liability, demand, damages, cost, or expense arising from any third-party claim based on: (i) Client’s violation of the terms of this EULA; (ii) Client’s use or misuse of the API; (iii) Client’s access to the API; and/or (iv) Client’s infringement of any third party’s intellectual property rights. 
Company shall indemnify and hold Client harmless from and against any liability or expense arising from a third-party claim (i) resulting from any breach by Company of its obligations under this EULA; (ii) arising from the API violating or infringing upon any applicable law; and/or (iii) based on Company’s infringement of any third party’s intellectual property rights.
In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.

DISCLAIMER OF WARRANTIES

Client’s use of the API is at Client’s sole risk. The API is provided and licensed to Client on an “as is” and “as available” basis with all faults, defects, bugs, and errors. 
COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WITH REGARD TO CLIENT’S USE OF THE API AND DATA FEED WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT QUIET ENJOYMENT OR INTEGRATION. SUCH EXCLUSIONS OF IMPLIED WARRANTIES APPLY WITHIN THE EXTENT PERMITTED BY LAW.
COMPANY AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE DATA FEED OR OTHER INFORMATION OBTAINED BY THE CLIENT VIA THE  API, AND (ii) GRAPHICS PUBLISHED ON THE  API FOR ANY PURPOSE. COMPANY AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE DATA FEED AND OTHER INFORMATION OBTAINED VIA THE API, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  
CLIENT ACKNOWLEDGES THAT THE DATA FEED, OTHER INFORMATION AND RELATED GRAPHICS OBTAINED/PUBLISHED VIA THE API COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES. 
NEITHER COMPANY NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE DATA AND/OR OTHER INFORMATION THAT MAY BE AVAILABLE ON THE API IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE CLIENT’S COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
COMPANY MAKES NO WARRANTY THAT (I) THE  API AND DATA FEED WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, OR BE COMPATIBLE WITH CLIENT’S SYSTEM(S) AND/OR DEVICE(S) (II) THAT CLIENT’S ACCESS TO OR USE OF THE  API AND DATA FEED WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE  API AND/OR DATA FEED WILL BE CORRECTED, OR (IV) THAT THE  API OR ANY SERVER THROUGH WHICH CLIENT ACCESSES THE  API IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY DATA FEED OR FILE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE API IS ACCESSED AT CLIENT’S OWN RISK, AND CLIENT WILL BE SOLELY LIABLE FOR ANY (I) DAMAGE CAUSED BY ANY SUCH DATA FEED AND/OR FILE TO CLIENT’S SYSTEM(S) ,OR  (II) LOSS OF CLIENT’S DATA. 
FOR THE AVOIDANCE OF DOUBT, ANY AND ALL RISK ARISING FROM CLIENT’S USE OF THE API AND DATA FEED SHALL REMAIN SOLELY WITH CLIENT. 
CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO CLIENT INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.

TERM AND TERMINATION 

The term of this EULA shall come into force when the initial term of Client’s Subscription Plan commences and shall continue until the Subscription License expires or is terminated in accordance with this Section 15 (Term and Termination).  
Client acknowledges and agrees that Company shall not be liable for any loss, costs or damages Client incur as a result of Client’s Subscription License expiring or of Client’s failure to renew such Subscription License. 
Termination for Convenience. Company may terminate this EULA for any reason or no reason at all, and without liability, by providing Client with fifteen (15) calendar days’ prior notice. Client may terminate Client’s selected Subscription Plan for any reason or no reason at all, and without liability, by giving Company fifteen (15) calendar’s notice, before the expiry of Client’s current Billing Cycle, via email to support@evolvingdata.net.
Termination for Cause. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this EULA without liability to the other if the other Party commits a material breach of any of the terms of this EULA and (if such breach is remediable) fails to remedy such breach within thirty (30) calendar days of the date upon which the non-breaching Party has notified the breaching Party in writing of such breach.
Effect of Termination. Client acknowledges that upon termination of this EULA or upon the cancellation of Client’s selected Subscription Plan, Client shall cease to access and use the API. Any termination or expiration of  this EULA shall not relieve Client from Client’s obligation to make payment of the paid Subscription Plan Fee owed up until and including the effective date of termination or expiration. 
Upon either Party’s termination of this EULA, all licenses and rights granted to Client by Company hereunder will immediately terminate, and Client shall cease to use the API.

MODIFICATION OF EULA 

Company reserves the right, at any time and in its sole discretion, to modify or replace this EULA. Client shall be solely responsible for checking the terms of this EULA periodically, to stay abreast of any changes to the EULA. If Client object to any such changes, Client’s sole recourse shall be to cease using the API. Client’s continued use/access to the API following the posting of any changes to this EULA shall indicate Client’s acknowledgement of such changes and satisfaction with the API as so modified and therefore Client shall be subject to the newly modified terms of this EULA.

GENERAL PROVISIONS 

Non-Exclusivity. The Parties’ respective obligations under this EULA are non-exclusive, and nothing herein is intended to restrict Client from accessing or using any other third party’s products or services, even if such products or services are similar to the services provided by Company through the API. Nothing herein is intended to limit Company’s right to provide access and use of the API to other users.
Notices. Except as otherwise provided under this EULA, any notice required or permitted to be given will be effective only if it is in writing and sent via email to support@evolvingdata.net. 
Force Majeure. A Force Majeure event means any event beyond a Party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including but not limited to: fire, explosion, power blackout, terrorism, earthquake, storm, flood, wind, drought; court order; act, delay or failure to act by civil, military or other governmental authority; strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, epidemic and pandemic, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by our vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors, insurrection, failure, interruption or degradation of any telecommunications or transmission lines; unavailability of required parts, materials or other items; acts or omissions of Internet traffic carriers, or act, delay or failure to act by the other Party or any third-party; provided that such Party uses reasonable efforts to promptly overcome or mitigate the delay or failure to perform. Company shall not be liable for delays or failures to perform any of its obligations under this EULA to the extent caused by a force majeure event.
No Waiver. Each Party agrees that any delay or omission on the part of the other Party to exercise any right, power or remedy under this EULA will not automatically operate as a waiver of such right, power or remedy or any other right, power or remedy and no waiver will be effective unless it is in writing and signed by the waiving Party. Further the waiver or the single or partial exercise of any right, power or remedy by either Party hereunder on one occasion will not be construed as a bar to a waiver of any successive or other right, power or remedy on any other occasion.
Severability. In the event that any provision of this EULA shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this remaining provisions of the EULA unenforceable or invalid, and, in such event, such remaining provisions shall be changed so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision.
Assignment. This EULA shall not be assigned by either Party without the prior written permission of the other. However, Company may assign its rights and obligations hereunder without Client’s prior written permission to any entity acquiring all, or substantially all of Company’s assets or shares. Notwithstanding the above, this EULA shall be binding upon any permitted successors and assigns of either Party.
Entire Agreement. This EULA contains the full and entire agreement between the Parties with respect to the subject matter hereof. This EULA supersedes all prior negotiations, representations and proposals, written or otherwise, relating to its subject matter. 
Governing Law & Jurisdiction. In the event of any disagreement between the Parties with respect to any aspect of this EULA, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings against each other.
This EULA, and any dispute arising out of or in connection with the EULA, its subject matter or its formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of France. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Paris, France to settle any dispute which may arise out of or in connection with this EULA. 
In no event shall any claim, action or proceeding, in relation to Client’s access to and use of the API be instituted by Client against Company more than one (1) year after the cause of action arose.
This EULA was last modified on 8 July, 2025.