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Terms of Use

CHAINALYSIS SANCTIONS API TERMS OF USE

Last updated: 04 April 2022

1. Acceptance.

These Terms of Use (the “Terms”) govern your (the individual reviewing these Terms, “you”) access to and use of this application programming interface, including any data derived therefrom (the “Sanctions API”).

The Sanctions API is provided by Chainalysis, Inc. (“Chainalysis”, “Company”, “we”, “us”, or “our”). You acknowledge and agree that you are at least the legal age of majority in the jurisdiction where you reside and are able to form a legally binding contract. In the event you are using the Sanctions API and are entering into this agreement on behalf of a corporation, partnership, or other legal entity, you hereby warrant that you are duly authorized to represent and bind such entity to these Terms. All references to “you” or “your” in these Terms shall either refer to such entity or the person using this Sanctions API, as applicable.

Please read these Terms carefully. You must read and accept them fully before you commence using our Sanctions API and, once you start accessing or using the Chainalysis Sanctions API, you are agreeing to be fully legally bound by all provisions contained herein. You, as a user of the Chainalysis Sanctions API, acknowledge and agree that the Terms constitute a legally binding contract between you and Chainalysis governing your use of the Sanctions API. Should you lack the aforesaid authority or if you (or the entity that you represent) do not agree with these Terms, you are not permitted to use the Chainalysis Sanctions API. You acknowledge that you have read and understand our Privacy Policy, which also applies to your use of the Sanctions API. Our Privacy Policy may be amended from time to time and is incorporated by reference, and, to the extent permitted by applicable law, you agree to be bound by such policy.

2. License.

2.1 License Grant. Subject to these Terms, Chainalysis hereby grants you a non-exclusive, non-transferable, non-assignable license during the Term (as defined in Section 5.1) to access and use the Chainalysis Sanctions API to develop, test, support, and integrate with your software application, mobile application, website, platform, service or product. This license is subject to the limitations set forth in Sections 3 and 5 below, and you agree that violation of Section 3 will automatically terminate the license granted herein to you to use the Chainalysis API (such termination of license being without any liability whatsoever to Chainalysis). Chainalyisis will therefore be entitled to at any time thereafter to immediately suspend, obstruct, restrict or terminate your access to the Sanctions API without any notice or liability to you, and without prejudice to any other remedies available to Chainalysis at law, in contract, tort or equity.

2.2 Changes to the Terms and API. Your use of the Chainalysis Sanctions API is subject to your continued compliance with the provisions of these Terms, and in order to further develop our Chainalysis Sanctions API, we may at any time make changes to the Sanctions API and/or these Terms without any notice to you. You agree that it is your responsibility to regularly check our website for updates to our Sanctions API and/or these Terms. If you do not agree to a change, you must stop using the Sanctions API and terminate these Terms. In addition, parts of our Sanctions API may be undocumented, including certain aspects, events, methods and properties.

2.3 Limits. Chainalysis may limit the number of requests you may make to the Sanctions API gateway to protect the Chainalysis system or enforce reasonable limits on your use of the Sanctions API and accordingly, specific throttling limits may be imposed and modified from time to time by Chainalysis. Chainalysis will provide support and maintenance of the Sanctions API at our sole discretion and we may stop providing such support or maintenance at any time without notice and without any obligation or liability to you.

3. Prohibited Activities.

You agree that you will not:

  • Use the Sanctions API in connection with any illegal, infringing, or unauthorized purpose, or in any manner that damages or interferes with the Sanctions API’s operation or requires Chainalysis to obtain any license, authorization, or other permission from a governmental agency or other third party;
  • Remove any copyright, trademark or other proprietary rights notices contained in or connected to the Sanctions API or any reports or outputs thereof;
  • Circumvent any security measures or use restrictions in the Sanctions API, including selling, sublicensing, or otherwise transferring your access to the Sanctions API;
  • Use the Sanctions API to create a product or service with features that are substantially similar to or that re-create the features of any Chainalysis product or service;
  • Use any robot, spider, or automated process to scrape, crawl or index any aspect of the Sanctions API;
  • Take any action that may impose an unreasonable or disproportionately large load on Chainalysis infrastructure, as determined by Chainalysis;
  • Use data that Chainalysis intended to provide in the form of anonymous data to personally identify end users unless expressly permitted by Chainalsysis in writing; or
  • Attempt to do any of the foregoing.

4. Your Responsibilities

4.1 Users. Subject to the terms and conditions of these Terms, you may provide your employees, affiliates, or contractors, the ability to access and use the Sanctions API (each, an “Authorized User”). At all times, you shall be responsible and liable for all acts or omissions of your Authorized Users, your affiliates, and your affiliates’ employees, contractors, and agents, in connection with these Terms, as if you had been the performing party. You warrant that the information you provided to Chainalysis in order to obtain access to the Sanctions API is true, complete, and accurate.

4.2 Appropriate Safeguards. You shall use and maintain appropriate legal, organizational, physical, administrative, and technical measures, and security procedures to safeguard and ensure the security of the Sanctions API and to protect the Sanctions API from unauthorized access, unauthorized duplication, use, modification, or loss, including your assigned Sanctions API keys or other access or security credentials.

4.3 Compliance with Applicable Laws. Notwithstanding anything in these Terms, you will ensure that your use of the Sanctions API complies with applicable laws. You will not use the Sanctions API in connection with, or for the benefit of, provide Authorized User credentials to, or otherwise permit access to the Sanctions API by, any country, organization, entity, or person embargoed, blocked, sanctioned, or otherwise restricted by any government, including those on sanctions list identified by the United States Office of Foreign Asset Control.

4.4 Data Privacy. You will ensure that your collection, use, disclosure, or storage of any data in your use of the Sanctions API will comply with applicable data privacy laws. You will provide Chainalysis with commercially reasonable assistance upon request to facilitate our compliance with the same. Also, you will use commercially reasonable efforts to update cached data or delete data obtained via use of the Sanctions API upon reasonable request by Chainalysis.

5. Term and Termination.

5.1 Term These Terms will be in effect on the date you agree to them or begin,access or use the Chainalysis Sanctions API, whichever is earliest, and remain in effect until terminated. These Terms and/or access to the Sanctions API (or parts thereof) may be terminated, discontinued, or suspended by Chainalysis at any time, for any reason or no reason at all, with or without advance notice. Additionally, this Agreement will automatically terminate upon the effective date of an effective master subscription agreement. You may terminate these Terms at any time by ceasing use of the Sanctions API.

5.2 Effect of Termination. Upon termination of these Terms, you shall immediately cease using and delete, destroy or return (or cause any affiliates or third parties with whom you’ve shared copies) all copies of the API Documentation, data, or other information procured from Chainalysis in accessing the Sanctions API. Notwithstanding anything to the contrary in these Terms, any rights, obligation, or required performance of the parties in these Terms which, by their express terms or nature and context are intended to survive termination or expiration of these Terms, will survive any termination or expiration of these Terms.

6. Ownership and Intellectual Property.

6.1 API. Chainalysis owns and retains all right, title and interest (and all related intellectual property) in and to the Sanctions API, including all related intellectual property rights obtained at any time.

6.2 Your Data. Notwithstanding anything to the contrary in these Terms, you grant Chainalysis a non-exclusive, irrevocable, perpetual, worldwide, royalty-free license to use any information made available through the Sanctions API or otherwise provided to Chainalysis in connection with these Terms to provide, improve, enhance, develop and offer services or products.

6.3 Performance Data. Chainalysis owns all metadata in connection with installation, registration, use, and performance of the Sanctions API, including response times, load averages, usage statistics, and activity logs.

6.4 Feedback. Notwithstanding anything to the contrary in these Terms, you hereby grant Chainalysis a non-exclusive, irrevocable, perpetual, worldwide, royalty-free license to use any ideas, suggestions, messages, comments, input, recommendations, or enhancement requests provided you may provide (“Feedback”) in connection with the Sanctions API to Chainalysis for any lawful purpose. You acknowledge that you provide Feedback voluntarily, and we have no obligation to use any Feedback.

7. Disclaimers and Limitation of Liability.

7.1 Disclaimer. NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THESE TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE SANCTIONS API (AND INFORMATION PROVIDED THEREFROM) WILL BE ERROR-FREE, OR MEET YOUR REQUIREMENTS. WITHOUT LIMITING THIS SECTION, CHAINALYSIS MAKES THE SANCTIONS API AVAILABLE ON AN “AS IS” BASIS.

7.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHAINALYSIS BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR LOST PROFITS, OR LOSS OF DATA ARISING OUT OF, OR IN CONNECTION WITH, THE SANCTIONS API, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, CHAINALYSIS’ MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THE SANCTIONS API SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100 USD). THIS LIMITATION IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIABILITY LIMITATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT CHAINALYSIS PROVIDES A REPORTING AND INFORMATION SANCTIONS API ONLY, AND HAS NO RESPONSIBILITY OR LIABILITY FOR THE TRANSACTIONS ANALYZED BY THE SANCTIONS API OR FOR ANY DECISION MADE OR ANY ACTS OR OMISSIONS IN CONNECTION WITH THE SANCTIONS API, AND THAT IN NO EVENT WILL CHAINALYSIS BE RESPONSIBLE IN CONNECTION WITH ANY ACTUAL OR POTENTIAL LEGAL OR REGULATORY VIOLATIONS UNCOVERED IN CONNECTION WITH YOUR USE OF THE SANCTIONS API.

8. Indemnification.

You shall indemnify and hold harmless Chainalysis and its officers, directors and employees against any third-party claims for loss, cost, damage, expense or liability (including payment of reasonable attorneys’ fees and court costs) to the extent arising from, or in connection with, your use of this Sanctions API or breach of these Terms or the Chainalysis Privacy Policy.

9. Governing Law and Jurisdiction.

These Terms, including their formation, are governed by the laws of the State of New York, without giving effect to conflicts of laws principles that would require a different result. Any claim, action or judicial proceeding arising out of or related to these Terms will be brought in the federal or state courts located in New York County, New York.

10. General Terms.

11.1 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Chainalysis without restriction and without reference or notice to you.

11.2 Waiver. A party’s failure to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.

11.3 Relationship of the Parties. This Agreement does not create or imply any partnership, agency, or joint venture.

11.4 Interpretation; Severability. If any of the provisions of these Terms are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.

11.5 Entire Agreement. These Terms and the Chainalysis Privacy Policy constitute the entire agreement between the parties with respect to the Sanctions API and supersedes any prior agreements, proposals and understandings about the same subject.