MARKET DATA TERMS OF USE

Please carefully read the entirety of these Terms. By accessing or using Krypto-Trade Pro Market Data, you agree to be bound by these Terms, including all amendments and updates made between your initial acceptance of these Terms and any future access or use. If you do not agree to these Terms, do not access or use the Krypto-Trade Pro Market Data.

These Market Data Terms of Use (the "Terms") are entered into between you and Krypto-Trade, Inc. ("Krypto-Trade") and govern your use of Market Data. For purposes of these Terms, "Market Data" means all data related to trading activity on Krypto-Trade Pro (a digital asset exchange platform provided by Krypto-Trade) made available to you through Krypto-Trade Pro's application programming interface(s) (the "Krypto-Trade Pro API"), which may include, without limitation, the prices and quantities of orders and transactions executed on Krypto-Trade Pro.

You represent and warrant that you are of legal age to enter into a binding agreement and are otherwise legally able and competent to enter into and carry out these Terms. If you are using Market Data on behalf of any entity, you represent and warrant that you are authorized to enter into these Terms on such entity's behalf, and that such entity agrees to be responsible to Krypto-Trade if you or that entity violates these Terms.

1. Different Data Packages. Krypto-Trade may offer different datafeeds, tiers, or packages of Market Data from time to time. Please see Market Data API docs for more information about available Market Data packages. Please verify the scope and type of Market Data in your package before using it.

2. Permission to Use Market Data. Subject to the restrictions set forth below and all other terms of this Agreement, Krypto-Trade hereby grants you a worldwide, royalty-free, revocable, nonexclusive, nontransferable, non-sublicensable, limited license, solely for your internal purposes and in accordance with applicable law, to use, copy, store, and create derivative works (such as charts, analytics and digital asset orders), from Market Data.

3. Restrictions and Responsibilities. Absent prior express written consent from Krypto-Trade, you may not:

   1. Alter, manipulate, or misrepresent Market Data, or present Market Data in a false or misleading light;
   2. Redistribute, display, or disseminate the Market Data—or any data, charts, analytics, research, or other works based on, referring to, or derived from the Market Data ("Derived Works")—to any third party;
   3. Use Market Data or authorized Derived Works, directly or indirectly, to create any of the following Derived Works, whether for internal use or otherwise: (i) indexes, fixings, or other benchmarks; (ii) generic or fair value prices; or (iii) valuations of Digital Currencies, digital tokens, securities, or financial derivatives (whether for purposes of settlement or otherwise); or
   4. Use any Market Data or Derived Work (understanding, for clarity, that"Derived Works" includes combinations of Market Data or Derived Works with one or more other benchmarks or indexes) as a benchmark. Use "as a benchmark" includes, without limitation:
      1. Issuance of a financial instrument which references Market Data or a Derived Work; or
      2. Determination of the amount payable under a financial instrument or a financial contract by referencing Market Data or a Derived Work; or
      3. Being a party to a financial contract which references Market Data or a Derived Work; or
      4. Providing a borrowing rate calculated as a spread or mark-up over Market Data or a Derived Work and that is used as a reference in a financial contract to which the creditor is a party; or
      5. Measuring the performance of an investment fund through Market Data or a Derived Work for the purpose of tracking the same, of defining the asset allocation of a portfolio, or of computing performance fees.

4. Ownership and Proprietary Rights.

   1. Market Data. You acknowledge that as between Krypto-Trade and you, the Market Data and all rights in the Market Data (including all copyrights, database rights, and all other proprietary rights) are exclusively the property of Krypto-Trade. In addition and independently of the foregoing, you acknowledge that the Market Data is the product of substantial expenditure by Krypto-Trade of labor, skill, and money, and your use of Market Data in contravention of these Terms would misappropriate the benefits of those expenditures. Krypto-Trade reserves all rights in the Market Data not expressly granted in these Terms. At the request and expense of Krypto-Trade, you agree that you will take all reasonable steps, such as the execution of written documents, that may be necessary to protect, perfect, and enforce Krypto-Trade's rights in the Market Data.
   2. Equitable Relief. Without limiting any other rights of Krypto-Trade under these Terms, the parties recognize that a breach of the restrictions applicable herein to the use of Market Data would give rise to irreparable injury to Krypto-Trade such that monetary damages alone would not be an adequate remedy. You and Krypto-Trade agree that in the event of such a breach, Krypto-Trade will be entitled to equitable relief, including in the form of injunctive relief, and you hereby waive any requirement for the securing or posting of any bond or the showing that actual monetary damages will not afford an adequate remedy in connection with seeking such relief.

5. Changes to Market Data and Suspension of Access. Krypto-Trade may from time to time, without notice and in its sole discretion, withdraw, suspend, or change the Market Data or your access to the Market Data. You agree that Krypto-Trade has no obligation to provide the Market Data to you and will not be liable if any Market Data is unavailable or changes for any reason.

6. Changes to Terms. Krypto-Trade may modify these Terms from time to time in its discretion. It is your responsibility to monitor updates to these Terms. Your continued use of Market Data signifies your agreement to any such updates. If you do not agree, you may not continue to use Market Data.

7. Disclaimers. To the maximum extent permitted by applicable law:

   1. The Market Data is provided "as is" and "as available", and Krypto-Trade hereby disclaims all warranties, express, statutory, or implied (including, without limitation, implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, and all warranties arising from course of dealing, usage or trade practice).
   2. for clarity and without limiting the foregoing, Krypto-Trade makes no guarantees regarding the accuracy, completeness, timeliness, security, availability, or integrity of the Market Data or that the Market Data will be uninterrupted or operate in combination with any software, service, system, or other data.
   3. You access and use the Market Data entirely at your sole risk, and Krypto-Trade will not be responsible for any actions you take based on the Market Data.

8. Indemnification. To the maximum extent permitted by law, you must indemnify and hold harmless Krypto-Trade, its affiliates, and its and their respective directors, officers, employees, and agents ("Krypto-Trade Protected Parties") against all liabilities, costs, damages, and expenses arising out of or relating to your use of Market Data, including damages arising directly from your act or omission (including without limitation breach of these Terms) as well as judgments, settlements, and expenses (including reasonable attorneys' fees and legal costs) arising from a threatened or actual suit, investigation, proceeding, or other claim between you and a Krypto-Trade Protected Party or between a third party and a Krypto-Trade Protected Party arising out of or relating to your use of Market Data. Krypto-Trade may control the defense of any such Claim, at your cost and expense, and you will provide Krypto-Trade any assistance that Krypto-Trade reasonably requests in defending any such Claim.

9. Limitation of Liability. To the maximum extent permitted by applicable law, the Krypto-Trade Protected Parties will not be liable for any direct, indirect, incidental, special, punitive, or consequential damages of any kind—including lost profits or trading losses—related to the market data or these Terms, irrespective of whether such damages arise from claims brought in contract, tort, negligence, warranty, strict liability, or any other theory at law or equity, and even if Krypto-Trade has been advised of the possibility of such damages. Without limiting the foregoing, to the maximum extent permitted by applicable law, in no event will the Krypto-Trade Protected Parties' aggregate liability arising out of or relating to these Terms or your use of Market Data exceed USD$1,000. If any limitations in this paragraph are unenforceable as written in any instance, then such limitations will apply to the maximum extent permitted by applicable law.

10. Rules of Construction. The words "include", "included", "includes" or "including" as used herein will be understood to be followed by the phrase "without limitation". The word "all" includes "any" and the word "any" includes "all". The words "herein" and "hereunder" refers to all of the Terms. Unless context expressly requires otherwise, the conjunction "or" will be understood to mean "and/or". The section headings in these Terms are inserted for convenience only and are not a part of the Terms and will not affect the meaning or interpretation of these Terms.

11. Entire Agreement. These Terms constitute the entire agreement between you and Krypto-Trade regarding the Market Data. If you wish to modify these Terms, any amendment must be provided to Krypto-Trade in writing and signed by an authorized representative of Krypto-Trade.

12. Information for California Residents. If you have a question, complaint, or otherwise wish to contact us regarding the Market Data or these Terms, please contact us at: marketdata@krypto-trade.com. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at Department of Consumer Affairs Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (800) 952-5210.

13. Choice of Law. You agree that the laws of the State of New York--without regard to any of its choice-of-law principles that would apply the substantive laws of any other jurisdiction--will govern these Terms and any claim or dispute that may arise between you and Krypto-Trade, except to the extent governed by federal law.

14. Arbitration; Waiver of Class Action. If you have a dispute with Krypto-Trade, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and Krypto-Trade agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) and you and Krypto-Trade hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party's proprietary rights, including copyrights, trademarks, trade secrets, database rights, patents, and fruits of labor, skill, or money protected under common law principles of unfair competition. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each party will be responsible for any other fees or costs, such as attorney fees that the party may incur.

15. Compliance with Laws. You must comply with all laws in using the Market Data and you will reasonably cooperate with us to enable us to comply with applicable laws, and any governmental, regulatory or other investigations, audits, or proceedings related to the Market Data.

16. Assignment and Delegation. You may not assign or delegate any of your rights or obligations under these Terms to anyone without Krypto-Trade's prior written consent, and any assignment in violation of this paragraph will be null and void. Krypto-Trade may freely assign its rights or delegate its obligations under this Agreement, including in connection with any merger, acquisition or asset sale. Subject to the foregoing, this Agreement will bind and inure to the benefit of You and Krypto-Trade, and your and Krypto-Trade's respective successors and permitted assigns.

17. Severability. In the event any part of these Terms is deemed unenforceable, you and Krypto-Trade authorize a court of competent jurisdiction to make the modifications that are necessary to comply with existing law, in a manner most closely representing the original intent of Krypto-Trade and you as expressed in these Terms.