SDK & API License Agreement
Last Updated: 27 October 2024
This API licence agreement (this "Agreement") is entered into as of the date which the Client first accesses, downloads or utilises the Licensor's APIs (the "Effective Date"), and is a legally binding contract between DXTECH INC., a company incorporated under the laws of Panama (the "Licensor") and you (the "Client", together with the Licensor the "Parties", and each a "Party"), and applies to the use of the API (as defined herein) and associated SDK and documentation, available through https://debridge.finance/api (the "Website"). If you do not agree to be bound by the terms and conditions of this Agreement, please do not proceed with the use of the API.
YOU ARE ENTERING A LEGALLY BINDING CONTRACT: BY COPYING, DOWNLOADING, OR OTHERWISE USING THE LICENSOR'S API OR SDK YOU ARE EXPRESSLY AGREEING TO BE BOUND BY ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO COPY, DOWNLOAD, INSTALL OR OTHERWISE USE THE LICENSOR'S API or SDK.
WE MAY AMEND ANY PORTION OF THIS AGREEMENT AT ANY TIME BY POSTING THE REVISED VERSION OF THIS AGREEMENT AND UPDATING THE "LAST UPDATED" DATE ABOVE. THE CHANGES WILL BECOME EFFECTIVE IMMEDIATELY AND SHALL BE DEEMED ACCEPTED BY YOU THE FIRST TIME YOU USE OR ACCESS THE API AFTER THE INITIAL POSTING OF THE REVISED AGREEMENT AND SHALL APPLY ON A GOING-FORWARD BASIS WITH RESPECT TO YOUR USE OF THE API. IN THE EVENT THAT YOU DO NOT AGREE WITH ANY SUCH MODIFICATION, YOUR SOLE AND EXCLUSIVE REMEDY ARE TO TERMINATE YOUR USE OF THE API.
WHEREAS:
The Client desires to license the Licensor's APIs (as defined herein) for the purpose of offering the Cross-chain Bridge Services to the end users of the Client’s Product (as defined below); and
The Licensor desires to license the APIs to the Client for the purposes of the Client providing the Cross-chain Bridge Services to the end users of the Client’s Product.
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties hereto agree as follows:
For the purpose of this Agreement:
“deBridge API” or "API" means the Licensor's "deBridge Liquidity Network (DLN)" application program interface(s) and associated SDK and documentation for a cross-chain smart router algorithm which is an informational service that provides routing information that is used by the DLN Protocol (deBridge API and its related services), which may include object code, software libraries, software tools, sample source code, published specifications and documentation. deBridge API shall include any future, updated or otherwise modified version(s) thereof furnished by deBridge (in its sole discretion) to Client.
"Client's Product" means any web application, mobile application, platform or business offered by the Client to its end users, including the Cross-chain Bridge Services provided by the Client to its end users.
"Content" means any data and content received by the Client through the APIs, for example pricing or other market data.
"Relevant Blockchain Network" means the Solana blockchain network or such other blockchain network on which the API may provide services in respect of.
"Cross-chain Bridge Services" means the service relating to decentralised cross-chain bridging of digital assets or cross-chain communications, or similar services offered directly by the Client to its end users via the Client's Product.
"Term" shall have the meaning ascribed to it in Clause 16(a).
API LICENSE
Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Client a limited, non-exclusive, non-sublicensable, non-transferable and non-assignable licence during the Term to: (i) use the API for the purpose of the Cross-chain Bridge Services provided via the Client's Product; (ii) use the APIs to develop, test, and support the Client's Product; and (iii) display the Content received from the APIs within the Client's Product. For the avoidance of doubt, the Client agrees that it has no right to distribute or allow access to the stand-alone APIs to any person.
The Client agrees that it will devote such resources and undertake such work as may be necessary to integrate the API with the Client’s Product. The Client agrees that it is solely responsible for the Client's Product, including the development, operation, maintenance and end user support for the Client's Product.
In order to access the APIs, the Client must obtain the API keys from the Licensor via their documentation. The Client will be able to obtain the necessary keys, tokens, passwords and/or other credentials (collectively, "Keys"), for accessing the APIs and managing the Client’s access to the APIs. The Client acknowledges that it may be required to subscribe and pay for unique API Keys from the Licensor in order to qualify for higher rate limits for APIs. The Client may only access the APIs with the Keys issued to the Client by the Licensor. The Client acknowledges that access to the APIs may not always be available. The Client may not sell, transfer, sublicense or otherwise disclose its Keys to any other party or use them with any other Client's Product or any other purpose other than that expressly permitted by the Licensor. The Client is responsible for maintaining the secrecy and security of the Keys. The Client is fully responsible for all activities that occur using the Keys, regardless of whether such activities are undertaken by the Client or a third party. The Client is responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for the Client’s access to the APIs. The Licensor may discontinue the Client’s access to the APIs if such contact information is not up-to-date and/or the Client does not respond to communications directed to such coordinates.
By providing access to the APIs and the Content, the Licensor is solely providing a technical service to the Client which allows the Client to provide Cross-chain Bridge Services to its end users. the Licensor is not a party to any such agreement for Cross-chain Bridge Services between the Client, the end user, or any counterparty to said Cross-chain Bridge Services.
The Client shall use reasonable efforts to cooperate with the Licensor during the Term of this Agreement, including without limitation providing relevant information, providing relevant documents, and participating in relevant discussions.
API DOCUMENTATION
The Client agrees that its use of the APIs and display of the Content must comply with the technical documentation, usage guidelines, call volume limits and other documentation related to the APIs, as the same may be updated by the Licensor from time to time (collectively, the "API Documentation"), access to which the Client acknowledges having received from the Licensor. In the event of any conflict between the API Documentation and this Agreement, this Agreement shall control.
FEES
The API is provided free of charge below prescribed rate limits as set out in the API documentation. Licensor reserves the right to charge fees for future use of or access to API or SDK. If the Licensor decides to charge for access to the API or SDK, the Client does not have any obligation to continue to use such API or SDK. The Client agrees to consult with the Licensor prior to setting the parameters for any fees charged to its end users for the Cross-chain Bridge Services.
All sums payable under this licence are exclusive of goods and services tax, withholding tax or and any relevant local sales taxes, for which the Client shall be responsible.
If the Client fails to make any payment due to the Licensor under this agreement by the due date for payment, the Client shall pay interest on the overdue amount at the rate of 6% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
RESTRICTIONS
Except as expressly authorised under this Agreement or by the Licensor in writing, the Client agrees it shall not (and shall not permit or authorise any other person to):
use the APIs or the Content in any manner that is not expressly authorised by this Agreement;
use the APIs or develop or use the Client's Product (i) for any illegal, unauthorised or otherwise improper purposes or (ii) in any manner which would violate this Agreement or the API Documentation, breach any laws, regulations, rules or orders (including those relating to virtual assets, intellectual property, data privacy, data transfer, international communications or the export of technical or personal data) or violate the rights of third parties (including rights of privacy or publicity);
remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials it receives or is given access to pursuant to this Agreement, including the APIs, the API Documentation and the Content;
charge, directly or indirectly, any fees (including any unique, specific, or premium charges) for use of, or access to, the Content, the APIs or the Client’s integration of the APIs in the Client's Product, except as approved in writing by the Licensor;
sell, lease, share, transfer or sublicense any Content obtained through the APIs, directly or indirectly, to any third party;
use the APIs in a manner that, as determined by the Licensor in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API Documentation;
access the APIs for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the APIs;
use the APIs in conjunction with, or combine content from the APIs with, content obtained through scraping or any other means outside the APIs;
(i) interfere with, disrupt, degrade, impair, overburden or compromise the integrity of the APIs, the Licensor’s systems or any networks connected to the APIs or the Licensor’s systems (including by probing, scanning or testing their vulnerability), (ii) disobey any requirements, procedures, policies or regulations of networks connected to the APIs or the Licensor’s systems, (iii) attempt to gain unauthorised access to the APIs, the Licensor’s systems or any information not permitted by this Agreement or circumvent any access or usage limits imposed by the Licensor or (iv) transmit through the Client's Product or the use of the APIs any (A) content that is illegal, tortious, defamatory, vulgar, obscene, racist, ethnically insensitive, or invasive of another person’s privacy, (B) content that promotes illegal or harmful activity, or gambling or adult content, (C) viruses, worms, defects, Trojan horses, or any other malicious programs or code or items of a destructive nature or (D) materials that could harm minors in any way;
copy, adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify or create derivative works of the APIs, the Content, the API Documentation, the Licensor’s website, or any of the Licensor’s other content, products or services, through automated or other means;
interfere with the Licensor’s business practices or the way in which it licenses or distributes the APIs;
make any representations, warranties or commitments (i) regarding the APIs or (ii) on behalf of the Licensor; or
take any action that would subject the APIs to any third-party terms, including without limitation any open source software licence terms.
PROPRIETARY RIGHTS
The Licensor owns all rights, title, and interest, intellectual property in and to the APIs (including without limitation all output and executables or derivative works of the APIs), and, subject to the foregoing, the Client owns all rights, title, and interest in and to the Client's Product. Except to the limited extent expressly provided in this Agreement, neither Party grants, and the other Party shall not acquire, any right, title or interest (including, without limitation, any implied licence) in or to any property of the other Party. All rights not expressly granted herein are deemed withheld.
The Licensor does not store, send, or receive digital assets. This is because digital assets exist only by virtue of the ownership record maintained on the Relevant Blockchain Network. Any creation or transfer of title that might occur in respect of any digital asset occurs on the Relevant Blockchain Network (on the relevant contractual terms applicable to such creation and/or transfer), and the Licensor does not have any role or responsibility in such transactions. the Licensor cannot guarantee that it, or any party can effect the transfer of such title or right to any digital asset. Accordingly, the Licensor cannot provide any guarantee, warranty or assurance regarding the authenticity, uniqueness, originality, quality, marketability, legality or value of any digital assets received in connection with the Cross-chain Bridge Services.
There may be various vulnerabilities, failures or abnormal behaviour of software relating to digital assets (e.g., token contract, wallet, smart contract), or relating to the Relevant Blockchain Network, and the Licensor cannot be responsible for any losses in connection with the same, including without limitation any losses in connection with (i) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions, (ii) server failure or data loss, (iii) corrupted wallet files, or (iv) unauthorised access or activities by third parties, including but not limited to the use of viruses, phishing, brute-forcing or other means of attack against the API, the Relevant Blockchain Network, or the Client's or its end user's digital wallet.
AVAILABILITY, SECURITY AND STABILITY
The Licensor makes no guarantees with respect to the performance, availability or uptime of the APIs or the Content. The Licensor may conduct maintenance on or stop providing any of the APIs or the Content at any time with or without written notice to the Client. The Licensor may change the method of access to the APIs and API Documentation at any time.
The Parties agree that it is in the best interests of both Parties that the Licensor maintain a secure and stable environment. In the event of degradation or instability of the Licensor’s system or an emergency, the Licensor may, in its sole discretion, temporarily suspend access to the APIs or the Content under this Agreement without any requirement to provide prior notice to the Client.
CLIENT'S OBLIGATIONS
The Client agrees to report to the Licensor any errors or difficulties discovered related to the APIs and the characteristic conditions and symptoms of such errors and difficulties.
The Client shall endeavour to inform the Licensor with respect to the interoperability and compatibility of the Client's Product with the Licensor’s systems, the APIs and the Cross-chain Bridge Services as contemplated herein, and any issues or problems with respect thereto. The Client agrees it will use its best efforts to achieve full interoperability and compatibility with the APIs. The Licensor agrees to use commercially reasonable efforts to assist the Client with resolving any such issues or problems arising from the interoperability and compatibility of the Client's Product with the APIs.
The Client agrees that the Licensor may monitor the use of the APIs to ensure quality, improve the APIs, and verify the Client’s compliance with the terms of this Agreement.
The Client shall obtain and maintain in force (or as applicable procure the obtaining and maintenance in force of) all necessary licenses, permissions, authorisations, consents and permits which may be necessary or desirable for the offering of the Client's Product.
The Client acknowledges and agrees that all reporting, information gathering and other obligations under applicable know-your-client, anti-money laundering and anti-terrorist financing laws with respect to the Client’s end-users are the responsibility of the Client and the Licensor shall not be responsible or have any liability for any of the foregoing. The Client agrees to provide such information to the Licensor if reasonably requested by the Licensor.
Without prejudice to the foregoing, upon written request from the Licensor, the Client shall use all efforts to block any specific digital wallet or address from accessing the Client's Product and/or the API integration.
The Client acknowledges and agrees that it shall be responsible for implementing and enforcing end user transaction limits to ensure each of its end users do not use the Cross-chain Bridge Services to complete transactions or a series of transactions that would, alone or in the aggregate based on transaction size result in reporting obligations by either Party under applicable anti-money laundering and anti-terrorist financing laws.
The Client agrees to immediately notify the Licensor if (i) the Client becomes aware of any security event, including any cybersecurity breach, attack or economic exploit relating to the Client's Product (ii) the Client's Product or the Cross-chain Bridge Services become subject to any legal or regulatory investigation or action, or (iii) the Client loses any intellectual property rights in the Client's Product or becomes aware of any third-party claim in respect of the same.
The Client shall be responsible for all customer service for all its products and services (including the Client's Product).
FEEDBACK
In the event the Client chooses to provide the Licensor with feedback, suggestions or comments regarding the APIs or the API Documentation, or the Client and its end users’ use thereof, the Client agrees to provide a fully-paid up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license under all of the Client’s intellectual property rights to the Licensor to use, copy, modify, create derivative works, distribute, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to the Client.
REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that:
it is duly organised, validly existing and in good standing under the laws of the jurisdiction in which it was organised and has the power to enter into this Agreement and perform its obligations hereunder;
this Agreement has been duly authorised, executed and delivered by it and is a legal, valid and binding obligation of it, enforceable against it by the other Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; and
the execution and delivery of this Agreement by it and the consummation of the transactions herein provided for will not result in the violation of, or constitute a default under, or conflict with or cause the acceleration of any obligation of it under: (i) any contract or agreement to which it is a party or by which it is bound; (ii) any provision of its constating documents, by-laws or resolutions; (iii) any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over it; or (iv) any applicable law, statute, ordinance, regulation or rule.
CONFIDENTIALITY
The Parties agree that for purposes of this Agreement, "Confidential Information" means all information which is non-public, confidential or proprietary in nature, whether transferred in writing, orally, visually, electronically or by other means, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), including the APIs, the Content (including all improvement, derivatives, modifications and the like), the Application, the terms of this Agreement and any reports, analyses or notes that are based on, reflect or contain Confidential Information. Confidential Information shall not include any information that: (i) is or becomes generally known to the public other than as a result of a disclosure, in violation of this Agreement, by the Receiving Party, its affiliates or any of their officers, directors, employees, agents, advisors, accountants, lawyers, auditors or representatives who have been informed of the Confidential Information (collectively, the "Representatives"); (ii) was available or known to the Receiving Party or its Representatives before its disclosure hereunder; (iii) is or becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that the source of such information was not known by the Receiving Party or its Representatives to be prohibited from disclosing such information to the Receiving Party or its Representatives by a legal, contractual or fiduciary obligation; or (iv) has otherwise been independently acquired or developed by the Receiving Party or its Representatives without violating any obligations under this Agreement.
Each Receiving Party hereby agrees: (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including all precautions the Receiving Party employs with respect to its own Confidential Information); (ii) not to divulge any Confidential Information to any person except its Representatives, subject to the conditions stated below; (iii) not to use any Confidential Information except for the purposes set forth in this Agreement; (iv) not to copy or reverse engineer any Confidential Information; and (v) to be liable for any breaches by the Receiving Party’s Representatives of the provisions of this Agreement dealing with restrictions on disclosure and use of the Confidential Information. Any Representative given access to the Confidential Information must have a legitimate "need to know" and shall be permitted access to the Confidential Information only to the extent necessary to allow them to assist the Receiving Party in meeting its obligations under this Agreement. Each Receiving Party further agrees that prior to granting such Representatives access to the Confidential Information, the Receiving Party shall inform such Representatives of the confidential nature of the Confidential Information and of the confidentiality obligations of this Agreement and require such Representatives to agree to abide by all the terms included herein.
If a Receiving Party or any of its Representatives is requested to disclose any Confidential Information in connection with any legal or administrative proceeding or investigation, or is required by law, regulation, stock exchange or regulatory authority to disclose any Confidential Information, such person will: (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request or requirement (unless prohibited by law, regulation or order of a court or administrative tribunal) so that the Disclosing Party may seek a protective order or other appropriate remedy, or waive compliance with the provisions of this Agreement; and (ii) if, in the absence of a protective order, such disclosure is required in the opinion of such person's counsel, such person may make such disclosure without liability under this Agreement, provided that such person only furnishes that portion of the Confidential Information which is legally required, gives the Disclosing Party notice of the information to be disclosed as far in advance of its disclosure as practicable (unless prohibited by law, regulation or order of a court or administrative tribunal) and, upon the Disclosing Party's request and at the Disclosing Party's expense, cooperates in any efforts by the Disclosing Party to ensure that confidential treatment shall be accorded to such disclosed Confidential Information.
As soon as practicable after termination of this Agreement or receipt of a notice from the Disclosing Party to the Receiving Party, the Receiving Party shall: (i) at its election, either destroy or return to the Disclosing Party all Confidential Information furnished by the Disclosing Party which is in tangible or electronic form, including any copies which the Receiving Party or its Representatives have made; and (ii) certify to the Disclosing Party, in writing, that the Receiving Party has done the foregoing. Any Confidential Information that is not returned or destroyed, including, without limitation, any oral Confidential Information, will remain subject to the confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, the Receiving Party may retain: (A) one copy of the Confidential Information solely for evidentiary purposes in the event of any dispute or proceeding based on or arising from this Agreement; (B) copies of any computer records and files containing any Confidential Information that have been created pursuant to the Receiving Party’s automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course; and (C) one copy of any Confidential Information to the extent retention of such Confidential Information is required to comply with applicable law or regulation.
Each Receiving Party understands and agrees that monetary damages would not be a sufficient remedy for any breach of this Clause 10 by the Receiving Party or its Representatives and that, in addition to all other remedies, the Disclosing Party shall be entitled to specific performance or injunctive or other equitable relief as a remedy for any such breach. Each Receiving Party agrees to waive, and to cause its Representatives to waive, any requirement for the securing or posting of any bond or security in connection with such remedy.
PUBLICITY
Subject to the obligations under Clause 10 each of the Parties agrees that the other Party may disclose and publicise the existence of the business relationship between the Licensor and the Client on its website and in promotional and marketing materials upon consent of the other Party.
Subject always to the Licensor's marketing and communications criteria for co-marketing of products (at its sle discretion), the Parties shall use reasonable efforts to mutually engage in cross-marketing activities to highlight the co-operation between the Parties in official communications.
The Parties shall mutually agree on the contents, scope and medium of publicity for the other Party's brand or all associated advertising, promotional or marketing materials (including on social media), including without limitation clearly featuring the other Party's brand on applications, websites, Video tutorials, co-authoring marketing materials on Twitter Spaces, Discord Stages, or Community Events, public relations and/or relevant social media posts and announcements.
INDEMNITY
The Client agrees that the Licensor and its affiliates and their respective shareholders, directors, officers, employees, representatives, agents, contractors, customers and licensees (collectively, the "Indemnified Parties") shall have no liability whatsoever for, and the Client shall indemnify and hold harmless the Indemnified Parties from and against, any and all claims, losses, damages, liabilities, costs and expenses (including reasonable lawyer’s fees) arising from, in connection with or related to: (a) any use the Client or its end users makes of the API, the Content or the Cross-chain Bridge Services; (b) the Client’s relationships or interactions with any end users or third party distributors of the Client's Product; (c) the Client's Product; (d) the Client’s breach of the terms of this Agreement or (e) the gross negligence, wilful misconduct or fraud of the Client, its affiliates and their respective shareholders, directors, officers, employees, representatives, agents, contractors, customers and licensees.
WARRANTY DISCLAIMER
TO THE FULLEST EXTENT PERMITTED BY LAW, THE APIS AND THE CONTENT ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE LICENSOR DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING INFRINGEMENT OF THIRD PARTY RIGHTS OR IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE. THE LICENSOR MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO USEABILITY, EFFECTIVENESS, RELIABILITY, ACCURACY, OR COMPLETENESS OF THE APIS OR THE CONTENT, THAT THE LICENSOR WILL CONTINUE TO OFFER THE APIS OR THE CONTENT OR THAT USE OF THE APIS OR THE CONTENT WILL BE RELIABLE, EFFECTIVE, SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET THE CLIENT’S OR ITS END USERS’ REQUIREMENTS OR EXPECTATIONS.
The Client acknowledges that the API and Content, or any software in respect of the same cannot be wholly free from defects, errors, security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components and the Licensor gives no warranty or representation that the API or Content, or any software in respect of the same will be wholly free from defects, errors, security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components.
The Client acknowledges that the Licensor does not warrant or represent that the API, Content, or any software in respect of the same will be compatible with the Client's Product, any other software or systems, or that the integration will proceed as intended.
The Licensor does not warrant or represent that the usage of the API and/or the Content by the Client will not give rise to any legal liability on the part of the Client or any other person.
SERVICES DISCLAIMER
Neither the Licensor nor the API provides any digital asset exchange or brokerage service. Where the Client or any end user of the Client's Product makes the decision to transact utilising the API or the Content, then such decisions and transactions and any consequences flowing therefrom are such transacting party's sole responsibility.
THE API FUNCTIONS SOLELY AS A BACK-END SUPPORTING TECHNICAL SERVICE FOR ON-CHAIN TOKEN CROSS-CHAIN BRIDGE SERVICES, AND IN NO CIRCUMSTANCES SHALL THE LICENSOR, THE API OR THE CONTENT BE CONSTRUED AS A DIGITAL ASSET EXCHANGE, BROKER, DEALER, FUND MANAGER, FINANCIAL INSTITUTION, CUSTODIAN, ROBO-ADVISOR, INTERMEDIARY, OR CREDITOR.
THE API DOES NOT FACILITATE OR ARRANGE DIGITAL ASSET TRANSACTIONS BETWEEN COUNTERPARTIES, INCLUDING WITH RESPECT TO ANY TRANSACTIONS THAT OCCUR IN CONNECTION WITH ANY DECENTRALISED EXCHANGE, LIQUIDITY POOL OR OTHER CENTRALISED OR DECENTALISED FINANCE PRODUCT / FACILITY, WHICH TRANSACTIONS OCCUR ON SUCH PLATFORM, PROTOCOL AND/OR THE RELEVANT BLOCKCHAIN NETWORK. THE LICENSOR IS NOT A COUNTERPARTY TO ANY DIGITAL ASSET TRANSACTION FACILITATED BY THE API, THE CONTENT OR THE CLIENT'S PRODUCT. NEITHER THE LICENSOR, THE API OR THE CONTENT PROVIDES FINANCIAL ADVISORY, LEGAL, REGULATORY, OR TAX SERVICES DIRECTLY, INDIRECTLY, IMPLICITLY, OR IN ANY OTHER MANNER, AND YOU SHOULD NOT CONSIDER ANY API OR CONTENT TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, LEGAL, REGULATORY, TAX OR OTHER ADVICE. THE LICENSOR DOES NOT SUPPORT OR ENDORSE ANY DECENTRALISED EXCHANGE, LIQUIDITY POOL OR OTHER CENTRALISED OR DECENTALISED FINANCE PRODUCT / FACILITY, AND EACH SUCH ENTITY OR BUSINESS IS AN INDEPENDENT AGENT WITH NO EMPLOYMENT OR OTHER CONTRACTUAL RELATIONSHIP WITH THE LICENSOR.
LIMITATION OF LIABILITY
TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LICENSOR BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA (INCLUDING WITHOUT LIMITATION PRICES OR QUOTES), ERRORS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LICENSOR’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE LAWYER’S FEES) ARISING FROM, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, THE APIS AND THE CONTENT EXCEED THE HIGHER OF (I) USD200 OR (II) THE PORTION OF THE FEES PAID BY THE CLIENT TO THE LICENSOR IN THE THREE (3) MONTHS PRIOR TO SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE LICENSOR HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO THE CLIENT'S PRODUCT OR ITS COMBINATION, INTERACTION, OR USE WITH ANY CROSS-CHAIN BRIDGE SERVICES, THE APIS OR THE CONTENT.
Without prejudice to the generality of the foregoing, the Client acknowledges that the API(s) and Content is provided "as-is", so the Licensor shall not be liable in any manner for any direct, indirect, special, incidental or consequential loss, damage, liability, costs or expenses suffered by the Client due to any incorrect, delayed or lost data, price information, quotes, routing or any other attribute, information or factor relating to the API(s) or Content, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and whether or not due to defects, errors, security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components.
The Client acknowledges and agrees that this Clause 15 reflects a reasonable allocation of risk and that the Licensor would not have entered into this Agreement without these liability limitations.
This Clause 15 will survive notwithstanding any limited remedy’s failure of essential purpose.
TERMINATION; SURVIVAL
This Agreement shall commence as of the Effective Date until terminated in accordance with the provisions herein (the Term).
Either Party may terminate this Agreement immediately if the other Party:
breaches any material term of this Agreement and such breach has not been rectified within 15 days of notice of such breach to the other Party; or
(A) becomes insolvent, (B) fails to pay its debts or perform its obligations in the ordinary course of business as they mature, (C) admits in writing its insolvency or inability to pay its debts or perform its obligations as they mature or (D) become the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition or general assignment for the benefit of creditors that is not dismissed with prejudice within 30 days after the institution of such proceeding.
Notwithstanding any of the provisions herein, the Licensor shall have the right to terminate this Agreement upon ten (10) days' written notice to the Client.
Upon termination of this Agreement, the Licensor may immediately revoke all of the Keys provided to the Cross-chain Bridge Services and/or the APIs. The Parties shall also comply with the provisions regarding Confidential Information under Clause 10(b). Any termination of this Agreement shall automatically terminate the licenses granted hereunder.
Clauses 4, 5, 10, 12, 13, 15, 16 and 17 (and any accrued rights to payment) shall survive termination of this Agreement.
GENERAL
Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement: (i) the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; (ii) references to a "Clause" or "Schedule" followed by a number or letter refer to the specified Clause of or Schedule to this Agreement; (iii) the division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (iv) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; (v) the word "including" is deemed to mean "including without limitation"; (vi) the terms "Party" and "the Parties" refer to a Party or the Parties to this Agreement; (vii) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time; (viii) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder; (ix) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and (x) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a "Business Day", being any day other than a Saturday, Sunday or statutory holiday in Panama on which commercial banks in Panama are open for business, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.
The Parties agree that they are independent contractors under this Agreement and nothing in this Agreement authorises either Party to act as a legal representative or agent of the other for any purpose. It is expressly understood that this Agreement does not establish a franchise relationship, partnership, principal-agent relationship, or joint venture. Neither Party shall have the power to bind the other with respect to any obligation to any third Party.
This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of Panama. Any controversy or dispute which arises out of or is related to this Agreement, and interpretation, application, performance or termination thereof, must be decided by arbitration, following an attempt at Conciliation, administered by Panama Conciliation and Arbitration Centre in accordance with its procedural rules for the time being in force. The tribunal shall consist of 1 arbitrator, who shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this Agreement (including this arbitration agreement). The language used in the arbitral proceedings shall be English. Each Party irrevocably submits to the jurisdiction and venue of such tribunal. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.
No amendment or waiver of any provision of this Agreement shall be binding on any Party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto.
This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the Parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.
No Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Party. Notwithstanding the foregoing, any Party may assign and transfer all of its rights, benefits, duties and obligations under this Agreement in their entirety, without the consent of the other Party, to: (i) an affiliate, provided that the assignor shall continue to be subject to the rights and obligations of this Agreement; or (ii) a purchaser of all or substantially all of the business of the assignor, provided that the assignor promptly provides notice to the non-assigning Party, the successor in interest has agreed to assume all of the assignor’s rights and obligations and the non-assigning Party has the right to terminate the Agreement upon receipt of notice of transfer if the successor in interest, in the non-assigning Party’s sole reasonable determination, is a competitor of the non-assigning Party.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by e-mail or similar means of recorded electronic communication to the contact details set out in the signature page. Any such notice or other communication shall be deemed to have been given and received, in the case of electronic mail, at the time that it is received in recipient’s inbox in readable form, provided that such electronic mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not immediately receive an automatically generated message from the recipient’s electronic mail server that such electronic mail could not be delivered to such recipient. Any Party may at any time change its contact details for service from time to time by giving notice to the other Party in accordance with this Clause 17(h).
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties, or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.
Time shall be of the essence of this Agreement.
Each Party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement, and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors and software development expenses.
Neither Party hereto shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure.
Each of the Parties hereto shall, from time to time hereafter and upon any reasonable request of the other, do, execute, deliver or cause to be done, executed and delivered, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.
This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, with the same effect as if all Parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.
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