Kraken Marketplace Access and Use Terms

1. PURPOSE AND SCOPE

The Marketplace enables clients with active Kraken Platform accounts (“Clients” or “you”) to discover, evaluate, and obtain software, integrations, and services offered by independent software vendors and system integrators (“Vendors”). Kraken acts as a facilitator of these transactions and does not provide, endorse, or assume responsibility for any Vendor Offers.

For purposes of these Marketplace Terms, “Offers” means any software applications, integrations, extensions, data products, implementation services, or other solutions that are made available by Vendors through the Marketplace for use with, or in connection with, the Kraken Platform.

2. RELATIONSHIP BETWEEN THE PARTIES

Independent Vendors. Each Offer on the Marketplace is provided by the Vendor identified in the relevant listing. The Vendor, not Kraken, is solely responsible for its Offer, including its functionality, support, performance, and compliance with law.

Contracting Parties. When you acquire an Offer, you enter into a direct agreement with the Vendor under that Vendor’s end-user license agreement, terms of service, or other applicable contract (the “Vendor Terms”). You hereby acknowledge and agree that Kraken is not a party to, and has no obligations under, the Vendor Terms.

Facilitation Only. Kraken’s role is limited to providing Marketplace infrastructure, billing facilitation (if applicable), and certain support for account administration. Kraken does not act as agent, reseller, or representative of any Vendor and does not guarantee the accuracy or performance of any Offer.

3. MARKETPLACE ACCESS AND USE

Eligibility. Access to the Marketplace is available only to Clients in good standing under their Kraken Platform Agreement. Kraken may suspend or restrict Marketplace access if your platform account is suspended or in default.

Fair Use and Use Restrictions. Your access to the Marketplace is subject to your compliance with the Kraken Marketplace Fair Use Policy and these Marketplace Terms. You may use the Marketplace only for lawful purposes. You may not use the Marketplace to resell, copy, or misuse any Offer, data, or content made available through it.

Account Administration. Your Marketplace activity may be managed through your existing Kraken account credentials. You are responsible for all actions taken under your account, including any purchases, activations, or installations of Offers.

4. BILLING AND PAYMENT

Billing by Vendors. All fees for Offers acquired through the Marketplace are payable directly by Client to the Vendor. Vendors are solely responsible for invoicing, billing, and collecting payment from Clients for their Offers. Kraken does not act as a reseller, payment agent or intermediary and shall have no responsibility or liability for the issuance of invoices, collection of payments, or any billing errors or disputes between Client and Vendor.

Payment Terms. Client shall pay Vendor in accordance with the payment terms set forth in the applicable Vendor Terms or order form. Client is responsible for ensuring timely payment in accordance with such terms. Kraken does not control or guarantee any Vendor’s pricing, invoicing procedures, payment timelines, or service delivery.

Disputes and Refunds. Any disputes, refund claims, billing discrepancies, or adjustments related to payments or billing for a Vendor’s Offer must be resolved directly between Client and Vendor. Kraken is not a party to the agreement between Vendor and Client and has no role in resolving such disputes.

5. CONFIDENTIALITY AND DATA

Confidentiality. Each Party will protect any non-public, proprietary, or confidential information disclosed in connection with the Marketplace in accordance with the confidentiality terms set out in the Kraken Platform Agreement, which are incorporated by reference into these Marketplace Terms. If no such agreement exists, each Party will protect the other’s Confidential Information using at least a reasonable standard of care and will not use or disclose it except as necessary to perform its obligations under these Marketplace Terms or as required by law.

Client Data.

(a) Data Managed by Kraken.

Client data that is managed, hosted, or otherwise controlled by Kraken (for example, customer identifiers, account details, or platform usage information) remains subject to the Kraken Platform Agreement and applicable data-protection laws. You acknowledge and agree that Kraken may, from time to time and to the extent permitted under the Platform Agreement and applicable law, share relevant Client data with Vendors through secure interfaces or APIs solely to enable the provisioning, operation, or support of Vendor Offers purchased or used by the Client through the Marketplace.

(b) Data Managed by Vendors.

Where Client data is generated or collected directly through a Vendor Offer (for example, energy asset data, telemetry, or any other type of data and operational datasets), such data shall solely be managed by the Vendor under the terms of its own EULA or contract with you.

Aggregated and Anonymized Data.

Client acknowledges and agrees that Kraken shall have the right to collect and analyze (i) Client data managed by Kraken; (ii) metadata generated through Marketplace transactions or integrations; and (iii) other operational data associated with Marketplace usage, and that Kraken will be free (during your use of the Marketplace and after termination thereof) to (a) use such information and data to improve and enhance the Marketplace, its own services (including the Kraken Platform) and for other development, diagnostic and corrective purposes in connection with the Marketplace and other Kraken offerings, (b) disclose such data solely in aggregate or other de-identified form in connection with its business; and (c) for analytics, benchmarking and training of Kraken’s artificial-intelligence and machine-learning models, provided that it contains no information that directly or indirectly identifies any Client, Vendor, or individual, and that its use remains consistent with applicable law.

6. DISCLAIMERS

THE MARKETPLACE AND ALL OFFERS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. KRAKEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY. KRAKEN DOES NOT CONTROL OR GUARANTEE THE QUALITY, SECURITY, COMPATIBILITY, SUPPORT, OR PERFORMANCE OF ANY OFFER. ALL CLAIMS RELATED TO AN OFFER OR ITS USE MUST BE MADE DIRECTLY AGAINST THE VENDOR. YOUR SOLE RECOURSE FOR ANY DISPUTE RELATING TO A VENDOR OFFER IS WITH THE VENDOR.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KRAKEN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF DATA, REVENUE, OR PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THE MARKETPLACE OR ANY OFFER, REGARDLESS OF THE THEORY OF LIABILITY.

KRAKEN’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DIRECT CLAIMS ARISING OUT OF OR RELATING TO THE MARKETPLACE WILL NOT EXCEED FIVE THOUSAND POUNDS STERLING (£5,000).

8. TERMINATION

Kraken may suspend or terminate your access to the Marketplace or any Offer at any time for breach of these Marketplace Terms or the Kraken Marketplace Fair Use Policy, for security or legal reasons, or to protect the integrity of the Marketplace. You may stop using the Marketplace at any time. Termination of your Marketplace access does not affect your existing Kraken Platform Agreement or any obligations under Vendor Terms.

9. GOVERNING LAW

These Marketplace Terms, and any dispute or claim arising out of or in connection with them, are governed by and construed in accordance with the laws of England and Wales, and any such disputes will be resolved exclusively by arbitration under the LCIA Rules, with the seat of arbitration in London, England, and the language of the proceedings in English.

10. ENTIRE AGREEMENT

These Marketplace Terms constitute the entire agreement between you and Kraken with respect to your access to and use of the Marketplace and supersede any prior or contemporaneous communications on that subject. Your use of the Kraken Platform remains governed by your separate Kraken Platform Agreement.