Kalshi Data Feed Beta Supplemental Terms
These Kalshi Data Feed Beta Supplemental Terms (these “Supplemental Terms”) govern access to and use of the Kalshi data feed(s) made available via DoubleZero Edge as identified in one or more order forms entered into by the parties from time to time (each, an “Order Form” and the selected Kalshi data feed(s), collectively the “Kalshi Feed”).
These Supplemental Terms are supplemental to the DoubleZero Terms of Use published at https://doublezero.xyz/terms-protocol (the “Terms of Use”), which are incorporated herein by reference and remain in full force and effect. “Subscriber” means the subscriber identified in the applicable Order Form, “Infinite Fiber” and “Licensor” mean Infinite Fiber, Inc., and “Agreement” means the applicable Order Form together with these Supplemental Terms and the Terms of Use. Capitalized terms used but not defined herein have the meanings given in the Terms of Use. In the event of any conflict among the documents comprising the Agreement, the applicable Order Form shall control with respect to the specific commercial terms set forth therein, these Supplemental Terms shall control with respect to the Kalshi Feed and Kalshi Data, and the Terms of Use shall control with respect to all other matters.
1. Data Feed Access
Infinite Fiber hereby grants Subscriber a limited, revocable, non-transferable, non-sublicensable right and license to access and use the Kalshi Feed for Subscriber’s internal use only, provided that Subscriber complies with this Agreement in connection with all such use. Subscriber may access and use the Kalshi Feed solely as permitted under the Agreement. Subscriber may share the Kalshi Feed, and any data derived therefrom, with its affiliates solely for their internal use and subject to the terms and restrictions of the Agreement. The Kalshi Feed may not be shared outside Subscriber and its affiliates. The fees payable for access to the Kalshi Feed shall be as set forth in the applicable Order Form. Subscriber shall be responsible for its affiliates’ compliance with this Agreement, and any act or omission of an affiliate that would constitute a breach of this Agreement if committed by Subscriber shall be deemed a breach by Subscriber.
2. Kalshi Licensed Data
Subscriber acknowledges the Kalshi Feed includes market data or other content sourced from Kalshi Inc. or its affiliates (the “Kalshi Data”) and is subject to the following terms and conditions:
2.1. Permitted Use. Subscriber may access and use the Kalshi Data solely for Subscriber’s internal business use and display. Subscriber shall not redistribute, resell, sublicense, disclose, publish, transmit, provide, or otherwise make the Kalshi Data available to any third party, except to Subscriber’s affiliates solely for their internal business use and subject to the same restrictions set forth herein.
2.2. Prohibited Uses. Subscriber shall not, directly or indirectly: (a) engage in bulk extraction or systematic extraction of the Kalshi Data, or machine-readable replication of the Kalshi Data for external purposes; (b) reverse engineer or reverse assemble the Kalshi Data or access the Kalshi Data through scraping, crawling, or any means other than the channels expressly authorized under this Agreement; (c) use the Kalshi Data to create, develop, operate, support, market, price, settle, or maintain any real-money prediction market, event future, or substantially similar product, or for the benefit of any person that offers, operates, promotes, or monetizes such a product, unless expressly approved in writing; (d) use the Kalshi Data in the creation, distribution, calculation, issuance, settlement, pricing, marketing, or maintenance of any externally facing product or service provided to third parties, including any financial product, event contract, index, index-linked instrument, ETF, ETN, fund administration or portfolio management service, pre- or post-trade analytics service, risk management service, or valuation service; (e) use the Kalshi Data to train, develop, fine-tune, validate, test, or improve any machine learning model, artificial intelligence system, large language model, or similar technology; (f) use the Kalshi Data in connection with any high-risk or sensitive category, including alcohol or pornography; (g) use the Kalshi Data to execute or facilitate block trades on any external market, exchange, or trading venue; or (h) use any derived data to circumvent any restriction applicable to the Kalshi Data, create a substitute data service, or create or support a competing product.
2.3. Compliance; Security. Subscriber shall comply with all applicable laws, rules, and regulations in connection with its receipt and use of the Kalshi Data and with any third-party data restrictions communicated to Subscriber. Subscriber shall maintain commercially reasonable administrative, technical, and physical safeguards designed to prevent unauthorized access to, use of, disclosure of, bulk download of, systematic extraction of, or machine-readable redistribution of the Kalshi Data. Subscriber shall promptly notify Licensor of any more than de minimis actual or material suspected unauthorized access to, use of, disclosure of, or breach involving the Kalshi Data and shall promptly take commercially reasonable steps to contain, investigate, mitigate, and remediate such activity and reasonably cooperate in any related investigation or response.
2.4. Kalshi Rights. Kalshi and its affiliates retain all right, title, and interest, including all intellectual property rights, in and to the Kalshi Data and the Kalshi platform. No rights are granted by implication, estoppel, or otherwise. To the extent Subscriber acquires, by operation of law or otherwise, any intellectual property rights in or to the Kalshi Data, Subscriber hereby irrevocably assigns, transfers, and conveys such rights to Kalshi without further consideration and shall execute documents and take actions reasonably requested to give effect to such assignment. Subscriber shall not remove or alter any trademark or proprietary notice transmitted with the Kalshi Data, misrepresent the source or value of the Kalshi Data, suggest any affiliation with, endorsement by, or sponsorship from Kalshi or its affiliates, or use the Kalshi name or marks except as expressly authorized.
2.5. Kalshi Relationship; Disclaimer. Subscriber acknowledges that it is not a customer of Kalshi solely by virtue of receiving the Kalshi Data under this Agreement. The Kalshi Data is not investment advice, and none of Infinite Fiber, DoubleZero Foundation or Kalshi (the “Data Parties”) owes any fiduciary duty to Subscriber with respect to the Kalshi Data. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE KALSHI FEED AND KALSHI DATA IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND THE DATA PARTIES, THEIR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS, AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE SERVICE, SEQUENCE, TIMELINESS, ACCURACY, OR COMPLETENESS, AND SHALL NOT BE LIABLE FOR ANY DELAY, INACCURACY, UNAVAILABILITY, ERROR, OMISSION, INTERRUPTION, UNAUTHORIZED ACCESS, OR MISUSE RELATING TO THE KALSHI FEED OR DATA.
2.6. Suspension and Termination of Access. Licensor may immediately restrict, suspend, or terminate Subscriber’s access to the Kalshi Data if required to comply with applicable law or a request from Kalshi, including where Kalshi reasonably believes that Subscriber has breached applicable data restrictions or law, Subscriber experiences a security breach affecting the Kalshi Data, or Subscriber engages in conduct that could reasonably be considered to damage Licensor or Kalshi’s reputation. Upon any termination or suspension of access to the Kalshi Data, Subscriber shall immediately cease accessing and using the affected Kalshi Data.
2.7. Kalshi Rules. To the extent Subscriber is a participant under the applicable Kalshi rulebooks or uses the Kalshi Data in connection with activity on or relating to the Kalshi platform, Subscriber shall comply with all applicable provisions of such rulebooks. Nothing in this Agreement limits Subscriber’s obligations arising from any separate relationship it may have with Kalshi or its affiliates.
2.8. Competitor Status. “Competitor” means any person or entity that offers, operates, promotes, or monetizes a real-money prediction market, event futures market, or substantially similar product or service. Subscriber represents and warrants that, as of the date of accepting the Order Form, it is not a Competitor and covenants that it will promptly notify Licensor if it becomes a Competitor during the term of this Agreement. Subscriber acknowledges that access to the Kalshi Data may be restricted, suspended, or terminated if Subscriber becomes a Competitor, unless Kalshi has expressly approved Subscriber’s continued access in writing.
3. Termination
Either party may terminate these Supplemental Terms at any time by written notice, subject to any notice period or other termination terms set forth in the applicable Order Form. Termination shall be effective in accordance with the applicable Order Form or, if the Order Form does not specify a termination mechanism, upon receipt of such notice.
4. Effect of Termination
Upon termination of these Supplemental Terms, Subscriber shall promptly cease use of the Kalshi Feed, and all data received therefrom. All provisions of these Supplemental Terms that by their nature should survive termination shall so survive, including without limitation Sections 4, 5.2, 6, 7, 8, 9 and 10.
5. Feedback
5.1. In connection with Subscriber’s participation in the beta program, Subscriber shall provide Licensor with reasonable feedback regarding its experience with the Kalshi Feed, including bug reports, performance observations, usability assessments, and other evaluations (collectively, “Feedback”). Subscriber shall promptly notify Licensor of any material errors, defects, or security vulnerabilities discovered during its use of the Kalshi Feed.
5.2. Subscriber hereby irrevocably assigns to Licensor all right, title, and interest in and to all Feedback, including all intellectual property rights therein, throughout the world and in perpetuity. To the extent any such assignment is ineffective under applicable law, Subscriber hereby grants Licensor an irrevocable, perpetual, royalty-free, fully paid-up, worldwide, sublicensable license to use, reproduce, modify, distribute, create derivative works of, and otherwise exploit the Feedback for any purpose, without restriction or obligation to Subscriber. Subscriber shall not be entitled to any compensation, royalty, or other consideration in connection with the provision of Feedback or the assignment and license granted under this Section. Licensor shall have no obligation to use, implement, or respond to any Feedback.
6. Confidential Information
6.1. Each party (in such capacity, the “Receiving Party”) acknowledges that in connection with this Agreement it may receive or have access to non-public information of the other party (in such capacity, the “Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure (“Confidential Information”). Confidential Information of Licensor includes, without limitation, non-public technical specifications, product roadmaps, pricing, and information relating to the Kalshi Feed or the DoubleZero Edge platform. Confidential Information of Subscriber includes, without limitation, Subscriber’s business plans, technical infrastructure, and trading operations disclosed in connection with this Agreement. The existence and terms of this Agreement are considered Confidential Information.
6.2. Each Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence, using at least the same degree of care it employs to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those of its affiliates, employees, officers, directors, legal advisors, and contractors who have a bona fide need to know such information for purposes of this Agreement and who are subject to confidentiality obligations no less protective than those set forth herein; and (c) use the Disclosing Party’s Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement.
6.3. The obligations of Section 6.2 shall not apply to information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or order of a court or governmental authority of competent jurisdiction, provided that the Receiving Party gives the Disclosing Party prompt prior written notice of such requirement to the extent legally permissible and reasonably cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate relief.
6.4. The obligations of this Section 6 shall remain in effect during the term of these Supplemental Terms and for a period of three (3) years following termination of these Supplemental Terms; provided, however, that obligations with respect to information constituting a trade secret under applicable law shall continue for so long as such information retains its status as a trade secret.
7. Beta Program
Subscriber acknowledges and agrees that the Kalshi Feed is a pre-commercial, beta-stage service that may contain errors, defects, or incomplete features. There is no commitment to release a generally available version of the Kalshi Feed and all rights to modify, suspend, or discontinue the Kalshi Feed at any time without liability are reserved. Subscriber further acknowledges and agrees that the Kalshi Feed on DoubleZero Edge is an information service, provided by multiple independent third-party contributors, that incorporates transparent data transport to convey the underlying prediction market data to Subscriber without altering its underlying form or content. Licensor does not produce, validate, or guarantee the accuracy, completeness, or timeliness of any data delivered via the Kalshi Feed, and nothing delivered via the Kalshi Feed constitutes financial advice, a trading recommendation, or an offer to buy or sell any security, digital asset, or other financial instrument. Licensor expressly disclaims all warranties with respect to the Kalshi Feed.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INFINITE FIBER OR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE KALSHI FEED, OR THE KALSHI DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF INFINITE FIBER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY SUBSCRIBER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE THOUSAND DOLLARS ($1,000).
9. Indemnification
Subscriber shall indemnify, defend, and hold harmless Infinite Fiber, DoubleZero Foundation, Kalshi and their respective affiliates, officers, directors, employees, agents, and service providers from and against any third-party claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Subscriber’s or any of its affiliates’ use of the Kalshi Feed or Kalshi Data in violation of this Agreement; (b) any unauthorized access to, use, disclosure, distribution, or redistribution of the Kalshi Data by Subscriber or its affiliates; or (c) Subscriber’s or its affiliates’ violation of applicable law in connection with the Kalshi Feed or Kalshi Data.
10. General Provisions
10.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, negotiations, representations, and agreements relating thereto.
10.2. Governing Law; Arbitration. These Supplemental Terms and the Order Form shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law principles that would require the application of the laws of another jurisdiction. Any dispute, claim, or controversy arising out of or relating to these Supplemental Terms, including its formation, interpretation, performance, breach, termination, or enforceability (each, a “Dispute”), shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. The Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration agreement.
Either party may seek equitable relief in a court of competent jurisdiction for infringement or other misuse of intellectual property rights. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES THAT ANY DISPUTE SHALL BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING. To the extent the parties are permitted under these Supplemental Terms to initiate litigation in a court, such litigation shall be brought exclusively in the state or federal courts located in Delaware. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
10.3. Amendments. Infinite Fiber may modify these Supplemental Terms from time to time by providing reasonable notice to Subscriber. Any such modification will become effective on the date specified in the notice; provided that no modification will retroactively increase the fees payable by Subscriber. Subscriber’s continued access to or use of the Kalshi Feed after the effective date of any modification constitutes acceptance of the modified Supplemental Terms. Notwithstanding the foregoing, modifications required by applicable law or by Kalshi in connection with the Kalshi Data may become effective upon notice to Subscriber. Any modification to Protocol-level terms shall be governed by the applicable provisions of the Terms of Use.
10.4. Assignment. Subscriber may not assign or transfer these Supplemental Terms, in whole or in part, without Infinite Fiber’s prior written consent. Infinite Fiber may assign or transfer these Supplemental Terms, in whole or in part, without Subscriber’s consent, including to an affiliate or in connection with a merger, reorganization, change of control, or sale of all or substantially all of the business or assets to which these Supplemental Terms relate. Any attempted assignment in violation of this Section shall be void.
10.5. Notices. Notices under these Supplemental Terms may be delivered by email. Notices to Subscriber may be sent to the email address specified in the applicable Order Form or otherwise associated with Subscriber’s account, and shall be deemed received when sent. Notices to Infinite Fiber shall be sent to the email address specified in the applicable Order Form.
10.6. Severability. If any provision of these Supplemental Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
10.7. Third-Party Beneficiaries. DoubleZero Foundation and Kalshi are intended third-party beneficiaries of those provisions of these Supplemental Terms that expressly confer rights or protections upon them, including Sections 2.5 and 9, and shall be entitled to enforce such provisions directly. Except as expressly provided in the foregoing sentence, these Supplemental Terms do not confer any rights or remedies upon any person or entity other than Infinite Fiber and Subscriber.
[End of the Supplemental Terms]