Effective date: April 16th, 2024
This End User License Agreement (this “EULA”) governs your access to and use of software development kits, applications programming interfaces, pixels, other integrations, documentation, tools and assemblies, libraries, scripts, object code, sample source code, and similar developer material owned by Candlestick and made available to you only for purposes of your access to and use of the Services (collectively, “Software”). Capitalized terms have the meanings ascribed to them in Candlestick Terms of Service, unless otherwise indicated.
By accessing and using the Services as a business user, you agree to be bound by this EULA. This EULA applies to your access to and use of the Software in addition to other agreements and policies governing your use of the Services, including the Candlestick Terms of Service incorporated into this EULA by reference. If you do not agree to this EULA, you must not use (or you must stop using) the Services.
Please note that we may from time-to-time update, improve, enhance, conduct testing, and further develop the Software (for example, in the form of bug fixes, enhancements, security patches, new software modules, or new versions). You understand that these improvements, enhancements, or tests may impact your or end users’ experience. In addition, we may add or remove functionalities or features of the Software at any time, and we may modify, suspend, restrict, terminate, or stop the Software (or any portion of it) at any time. We may also suspend, restrict, delete, or remove access to the Software (or any portion of it) or your account at any time.
You agree to access and use the Software consistent with this EULA and all laws and regulations, including United States export controls. In addition, you may not use the Software if you or any of your affiliates or, to your knowledge, any director, officer, manager, or employee of such entities: (a) cannot receive products, including services or software, from the United States (because for example you live in a country embargoed by the United States) or have been the target of sanctions by any governmental entity; or (b) cannot access or use the Software in compliance with this EULA and under applicable laws.
Provided that you comply with this EULA and any other agreements and policies governing your use of the Services, including the Candlestick Terms of Service, we grant you (a) a nonexclusive, nontransferable, revocable, worldwide, royalty-free right and license to use, copy, and distribute the Software solely for purposes of your access to and use of the Services; and (b) a nonexclusive, nontransferable, revocable, worldwide, royalty-free right and license to use the relevant and necessary components of the Software solely for purposes of your access to and use of the Services.
Except for the limited license granted herein, we and our licensors retain all legal right, title, and interest in and to the Software, including all of the intellectual property associated with the Software, any improvements or derivative products or services, and all other aspects of the Software. We reserve all rights not expressly granted to you.
You agree not to access or use the Software (or any part of it) other than as permitted by this EULA, and you may not use, copy, or distribute the Software without authorization. In addition, you agree not to modify, create derivative works based on, decompile, reverse engineer or disassemble, or otherwise attempt to extract source code from, the Software (or any part of it). In addition, you may not (a) copy, distribute, rent, lease, lend, sublicense, transfer or make the Software available to any third party, except as permitted by this EULA; (b) attempt to defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Software; (c) use the Software to develop software to upload or transmit viruses or other harmful code; (d) modify, remove, or obscure any proprietary notices or legends that appear on the Software or during the use and operation thereof; (e) sell, assign, license, disclose, or otherwise transfer or make available the Software, any copies of the Software, or any information derived from the Software in any form to any third parties, except as permitted by this EULA; or (f) remove or alter any proprietary notices or marks on the Software.
You may not represent that you have been certified or otherwise endorsed by Candlestick, and you may not use the Candlestick name or any other trademark or service marks of Candlestick in connection with your access to and use of the Services.
U.S. Government-Restricted Rights — The Software is deemed to be “commercial computer software” and “commercial computer Software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display, or disclosure of the Software by the U.S. Government will be governed solely by the terms of this EULA and shall be prohibited except to the extent expressly permitted by the terms of this EULA.
Your data privacy and data sharing obligations with respect to the Software, including your processing of any Personal Data (as defined under applicable data protection laws), shall be governed by the data privacy and data sharing provisions of the Candlestick Terms of Service and any other agreements and policies governing your use of the Services, including any applicable data processing agreement.
Your confidentiality obligations with respect to the Software, including your use and disclosure restrictions, shall be governed by the confidentiality provisions of the Candlestick Terms of Service and any other agreements and policies governing your use of the Services.
You will indemnify and hold Candlestick, its officers, managers, directors, employees, affiliates, and subsidiaries, and each of their respective legal representatives, successors, and assigns, harmless (and, at Candlestick’s request, defend Candlestick) against any and all claims, demands, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of (a) your use of the Software, or (b) your violation of any term of this EULA.
At Candlestick’s option, you will assume control of the defense, but Candlestick retains the right to elect to take over the defense at any time. You may not enter into a settlement covered by this indemnification clause without Candlestick’s prior written consent. If Candlestick elects to assume control of the defense, you agree to cooperate fully in that defense.
Your and our termination rights with respect to this EULA, including survival and the effect of terminating this EULA, shall be governed by the termination provisions of the Candlestick Terms of Service and any other agreements and policies governing your use of the Services.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain liabilities. In those jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of these jurisdictions.
Warranty Disclaimers — You access and use the Software at your own sole risk. We provide the Software on an “as is” and “as available” basis, and explicitly disclaim all warranties of any kind to the full extent permitted by applicable law.
Limitation of Our Liability and Cap on Damages — To the full extent permissible by law, you acknowledge and agree that neither we nor any other party involved in Software (including our affiliates, corporate parents, and vendors), will be liable:
THE RISK OF USING THE SOFTWARE RESTS ENTIRELY WITH YOU, AS DOES THE RISK OF ANY FORM OF INJURY FROM THE SOFTWARE OR THE CONDUCT OF THIRD PARTIES.
In addition, as explained in the Candlestick Terms of Service, to the full extent permissible by law, the aggregate (or total) liability of us (and any other party involved in creating, producing, or delivering the Software, including our affiliates and corporate parents) to you arising out of or relating to this EULA shall be subject to the cap on damages set forth in the Candlestick Terms of Service. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.
The governing law and venue applicable to this EULA, as well as the resolution of any disputes arising out of or related to this EULA, shall be governed by the governing law, venue, and dispute resolution provisions of the Candlestick Terms of Service, including the Agreement to Arbitration and the consolidated, class action, and representative action waiver set forth in the Terms of Service, and any other agreements and policies governing your use of the Services.
This EULA incorporates by reference the miscellaneous provisions set forth in the Candlestick Terms of Service.
