Data License

This Data License sets out how customers of Finance Data Cloud, Inc. ("Finance Data Cloud", "we") may use the data we deliver. It forms part of our Terms of Service and applies to every plan, to early access and to historical data bought on its own. Where your Order Form grants different rights, the Order Form takes precedence.

1. Definitions

• "Data" means all data delivered to you through the Services, in any format and through any channel, including normalized datasets, the raw tier, extended fields, chain intelligence, reference data and samples.
• "Licensee" or "you" means the organization named in the Order Form.
• "Authorized User" means an individual employee or contractor of the Licensee permitted to access Data, within the user limits of the plan.
• "Internal Use" means use by Authorized Users for the Licensee's own business purposes, including research, trading, risk management, model training and software development.
• "Derived Data" means data, results or works you create by processing Data, such as models, signals, statistics, aggregates and charts, from which the original Data cannot reasonably be reconstructed or extracted.
• "Redistribution" means making Data available to any person outside the Licensee, by any means, including files, APIs, feeds, websites, applications, screens or reports.
• "Historical Purchase" means historical Data bought on its own, priced per venue, dataset and month, outside a subscription.

2. License grant

2.1 Subject to these terms and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide license to use Data for Internal Use during the subscription term.

2.2 Data may be accessed and used only by the number of Authorized Users in your plan: one for Researcher, five for Desk and unlimited users within one firm for Enterprise. Affiliates of the Licensee are covered only if named in the Order Form.

2.3 You may store Data in your own systems, including data lakes, databases and research environments, as long as access is limited to Authorized Users.

3. Restrictions

3.1 Except as permitted by sections 4, 5 and 6, you must not:

• redistribute, sell, rent, lend or sublicense Data;
• make Data available through an API, feed, website, application or file share that people outside your organization can access;
• use Data to create or supply a market data product or service that competes with or substitutes for the Services;
• combine Data with other data for the purpose of disguising its origin or getting around these restrictions;
• share credentials or API keys so that people who are not Authorized Users can access Data; or
• remove or alter source, timestamp or attribution fields in Data that you are permitted to share.

3.2 On the Researcher plan, no Redistribution of any kind is permitted, including non-commercial sharing with collaborators outside your organization, with clients or with the public.

4. Derived Data

4.1 You may create Derived Data and use it without restriction for Internal Use, and you own it, subject to our rights in the underlying Data.

4.2 You may share or publish Derived Data outside your organization, during and after your subscription, provided that it:

• is not a substitute for Data or for any part of the Services;
• does not allow the original Data to be reconstructed or extracted with reasonable effort; and
• is not sold or licensed as market data.

4.3 Examples of Derived Data you may share: trading signals and model outputs, portfolio and risk analytics, aggregated statistics (for example, average daily spreads or funding rate distributions), charts and tables in research reports and papers, and backtest results.

4.4 Examples that are not Derived Data and require a redistribution license: trade-by-trade or order-by-order records, reconstructed order books, candles or extended field values at their native frequency, and any dataset that reproduces a meaningful part of a Data table.

4.5 You may include short excerpts of Data, of no more than 1,000 rows and one instrument-day, in research publications, documentation, presentations or support requests, for illustration only and with attribution as in section 8.

5. Redistribution licenses

5.1 Enterprise customers may buy a redistribution license. The Order Form will specify the permitted recipients, datasets, delivery methods, any display or non-display use by recipients, reporting obligations and fees.

5.2 Unless the Order Form states otherwise, a redistribution license requires you to bind recipients to terms at least as protective as this Data License, to report recipient counts quarterly and to stop Redistribution promptly if we notify you that a venue has withdrawn its consent.

5.3 To discuss a redistribution license, contact sales@financedatacloud.com.

6. Academic use

6.1 Academic licenses are available to faculty, researchers and students at accredited universities for non-commercial research and teaching. They cover historical Data only and are priced at 80% off the Researcher plan.

6.2 Academic licensees may publish research results, figures, statistics and other Derived Data without further permission, including in papers, theses and conference talks, with attribution as in section 8.

6.3 Replication packages may include Derived Data and the excerpts permitted by section 4.5, together with the code needed to reproduce results from Data. Where a journal or referee needs the underlying Data to replicate a study, we will provide it to them free of charge under a limited replication license on request.

6.4 Academic Data may not be used for commercial purposes, including consulting, trading or work funded by a commercial sponsor that receives rights in the results. Such work requires a commercial plan.

7. Venue terms

7.1 Data originates from exchanges and public blockchains. Some venues set conditions on how their data may be used or redistributed. Where a venue's conditions apply to a dataset, we identify them in the venue's documentation page or in the Order Form, and they form part of this Data License for that dataset.

7.2 If a venue requires us to stop delivering, or to restrict the use of, its data, we may do so with as much notice as we can give. Where this removes a material part of your plan, you may end the affected subscription and receive a pro rata refund of prepaid fees.

8. Attribution

8.1 When you publish Derived Data or excerpts permitted by this Data License, credit the source as "Source: Finance Data Cloud" or, in academic work, cite Finance Data Cloud as the data provider.

8.2 Do not state or imply that Finance Data Cloud endorses your work, products or conclusions.

9. Historical Purchases

9.1 Data acquired through a Historical Purchase is licensed for Internal Use on a perpetual basis once paid for. This license survives the end of any subscription.

9.2 All other provisions of this Data License, including the restrictions in section 3, continue to apply to that Data.

10. Term, termination and Data after termination

10.1 The license to Data delivered under a subscription or early access ends when that subscription or early access ends, or if your subscription is terminated under the Terms.

10.2 Within 30 days after the license ends, you must stop using the Data and delete it from your systems, including copies in data lakes, databases, research environments and personal devices of Authorized Users, except as allowed below.

10.3 You may keep:

• Data acquired through a Historical Purchase, under section 9;
• Derived Data created during the license term in compliance with section 4, which you may continue to use and share on the same terms;
• copies in backup systems that are not readily accessible, until they are overwritten in your normal backup cycle and in any case for no more than 12 months, provided you do not restore or use them; and
• copies you must retain to meet a legal or regulatory record-keeping obligation, such as records supporting past trading decisions, for the period the obligation requires and only for that purpose.

10.4 On request, an officer of the Licensee will confirm in writing, within 10 business days, that deletion has been completed in line with this section.

10.5 Sections 3, 4, 8, 9, 10 and 11 survive the end of the license.

11. Usage reporting and audit

11.1 We keep records of API and S3 access by key and user. We may ask you, no more than twice a year, to confirm the number of Authorized Users and, for redistribution licenses, the recipients of Data.

11.2 Once in any 12-month period, with at least 30 days' written notice, we or an independent auditor bound by confidentiality may review your records to verify compliance, during business hours and without undue disruption. If the review shows that fees were underpaid by more than 5%, you will pay the shortfall and the reasonable cost of the review.

12. Data quality and corrections

12.1 We record gaps that survive our two-region merge in the gaps dataset and document our methods in the data quality guide. Data is otherwise provided as described in the disclaimers section of the Terms.

12.2 If we find an error in delivered Data, we may republish corrected files. Corrections are versioned and listed in the changelog, and corrected Data is covered by this Data License in the same way.

13. Governing law

13.1 This Data License is governed by the laws of the State of Delaware, and disputes are subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, as set out in the Terms.

13.2 Because unlicensed Redistribution can cause harm that money cannot fully repair, we may seek injunctive relief to stop it in any court of competent jurisdiction.

14. Contact

Questions about permitted uses: legal@financedatacloud.com. Redistribution and academic licenses: sales@financedatacloud.com.