From 8edc4c6e2469bdd3cef8364b52bb12202daf0c6e Mon Sep 17 00:00:00 2001 From: Alexander Ghahremany Date: Tue, 5 Nov 2024 12:19:49 +0000 Subject: [PATCH] GITBOOK-362: change request with no subject merged in GitBook --- docs/legal/sdk-and-api-license-agreement.md | 10 +++++----- 1 file changed, 5 insertions(+), 5 deletions(-) diff --git a/docs/legal/sdk-and-api-license-agreement.md b/docs/legal/sdk-and-api-license-agreement.md index 58dd02fc..1225ccbd 100644 --- a/docs/legal/sdk-and-api-license-agreement.md +++ b/docs/legal/sdk-and-api-license-agreement.md @@ -1,6 +1,6 @@ # SDK & API License Agreement -Last Updated: 27 October 2024 +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. @@ -35,7 +35,7 @@ For the purpose of this Agreement: 1. 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. 2. 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. -3. 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. Higher rate limits for APIs require an API key to be granted. 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. +3. 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. 4. 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. 5. 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. @@ -49,7 +49,7 @@ The Client agrees that its use of the APIs and display of the Content must compl -1. The API is provided free of charge. 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. +1. 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. 2. 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. 3. 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. @@ -145,7 +145,7 @@ Each Party represents and warrants to the other Party that: 1. 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. -2. The Parties shall use efforts to mutually engage in cross-marketing activities to highlight the co-operation between the Parties in official communications. +2. 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. 3. 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. \ @@ -183,7 +183,7 @@ The Client agrees that the Licensor and its affiliates and their respective shar -1. 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. 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. +1. 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. 2. 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. 3. 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. 4. This Clause 15 will survive notwithstanding any limited remedy’s failure of essential purpose.