📖SDK & API License Agreement

IMPORTANT: This Dexlab API & SDK License Agreement ("Agreement") is a legally binding contract between you, as Licensee ("You", "Your" or "Licensee") and Dexlab, an entity incorporated in Seychelles ("Dexlab," "we" or "our") and applies to your use of the Dexlab API or SDK, as defined herein, available through https://www.dexlab.space (collectively the "Service"). The Service includes an Application Programming Interface ("API") and a Software Development Kit (“SDK”), which is further discussed and defined below. If you do not agree to be bound by the terms and conditions of this Agreement, please do not proceed with the use of Service, the API, or the SDK.

This Agreement becomes effective as of the date you first access, download, copy or otherwise use the API or SDK ("Effective Date"). This Agreement shall continue until terminated either by us or by you. Even after termination of this Agreement, certain provisions will survive, as discussed herein. This Agreement also incorporates Dexlab Terms of Service and Privacy Policy which terms shall also govern your use of the Service. In the event of any conflict between this Agreement and the Terms of Service or Privacy Policy, the provisions of this Agreement shall prevail.

1. Definitions

1.1 "Application Programming Interfaces" or "API" or “Dexlab API” means the back-end smart routing algorithm which facilitates the user’s efficient swapping of digital assets at a variety of third-party trading venues, which may include object code, software libraries, software tools, sample source code, published specifications, and Documentation. Dexlab API shall include any future, updated, or otherwise modified version(s) thereof furnished by Dexlab (in its sole discretion) to Licensee.

1.2 "Software Development Kit" or “SDK” or “Dexlab SDK” means the ancillary tools and resources that allow the user to utilize or integrate the API. Dexlab SDK shall include any future, updated, or otherwise modified version(s) thereof furnished by Dexlab (in its sole discretion) to Licensee.

1.3 "Documentation" includes, but is not limited to, programmer guides, manuals, materials, and information appropriate or necessary for use in connection with the API.

2. Grant of License

2.1 Subject to the terms of this Agreement, Dexlab hereby grants Licensee a limited, non-exclusive, fee-bearing, non-transferable, non-sublicensable license to use the API or SDK during the term of this Agreement solely for the purpose of Licensee's internal development efforts to develop products or services integrating the API and/or SDK in any manner (the Licensee’s Product).

2.2 Licensee shall have no right to distribute, license (whether or not through multiple tiers), or otherwise transfer the API or SDK to any third party.

2.3 In case of potential other API or SDK use that is not prescribed by this Agreement, please write to [e-mail] to seek written consent.

2.4 Representations. Both Parties to this Agreement are duly organized and validly existing in good standing with all requisite power and authority to enter into this Agreement and conduct their business. Neither Party is identified on, or engages in any transactions with anyone else listed on, any sanctions list maintained by the U.S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) and have shared with each other a copy of their Articles of Incorporation and Significant Shareholder list.

2.5 By providing access to the API and the SDK, Dexlab is solely providing a back-end technical service to the Licensee which allows the Licensee to provide swap-related services to end users of the Licensee’s products or services. Dexlab is not a party to any agreement for swap-related services between the Licensee, its end users, any counterparty, or trading venue where swaps are performed, nor any trustee, custodian, bailee, manager, administrator, or service provider in respect of any digital asset or otherwise.

2.6 Independent Contractor Relationship. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create anything like the relationship of an employer and employee, joint venture, partnership, or joint association.

3. Other Rights and Limitations

3.1 Copies. Licensee may copy the API or SDK only as necessary for the purpose of the license hereunder.

3.2 Except as expressly authorized under this Agreement or by Dexlab in writing, the Licensee agrees it shall not (and shall not permit or authorize any other person to):

a. Use the API or SDK in any manner that is not expressly authorized by this Agreement;

b. Use the API or SDK for any illegal, unauthorized, or otherwise improper purposes;

c. Remove any legal, copyright, trademark, or other proprietary rights notices contained in or on materials received through the API or SDK;

d. Sell, lease, share, transfer, or sublicense the API, SDK, or any content obtained through the API;

e. Access the API or SDK for competitive analysis or disseminate performance information;

f. Reverse-engineer, decompile, or modify the API, SDK, or Documentation;

3.3 Without prejudice to the generality of the foregoing, where the Licensee’s Product is competitive with the API or the Service, Dexlab shall have the right to access the Licensee’s Product, request information, and be granted a non-exclusive, royalty-free, non-transferable, non-sublicensable license to use the Licensee’s Product for any purpose.

4. Fees & Payment

4.1 Dexlab shall charge a subscription fee for usage of the Dexlab API and/or SDK. This may be a fixed fee, infrastructure fee, and/or a variable fee based on revenue earned by the Licensee in respect of the Licensee’s Product.

4.2 The details of the level of fees charged shall be notified to you via the API portal at https://www.dexlab.space. By accessing, downloading, copying, or otherwise using the API or SDK, you shall be deemed to have consented to said fees.

5. No Warranty

The API, SDK, and Documentation are provided "AS-IS" without any warranty whatsoever. Dexlab makes no guarantees regarding the API or SDK performance, availability, or uptime. Dexlab may conduct maintenance or discontinue the Service at any time.

6. Term and Termination

6.1 The effective date of this Agreement is the start of use of the API or SDK by the Licensee.

6.2 Either party shall have the right to terminate the Agreement upon thirty (30) days written notice to [e-mail].

6.3 Upon termination, Licensee will immediately cease using the API and SDK and destroy all copies or return them to Dexlab.

7. Applicable Law; Arbitration

7.1 Any disputes shall be settled in accordance with the laws of Seychelles.

7.2 The Licensee and Dexlab agree to arbitrate any dispute arising from this Agreement.

8. Miscellaneous

8.1 Assignment. Licensee may not assign this Agreement without Dexlab prior written consent.

8.2 Waiver. No failure by either party to exercise its rights under this Agreement will act as a waiver.

8.3 Severability. If any provision of this Agreement is found invalid, other provisions will remain in force.

By using this API or SDK, you acknowledge that you have read, understand, and agree to be bound by this Agreement.