SDK & API License Agreement

IMPORTANT: This Jupiter API & SDK License Agreement (“Agreement”) govern your access and use of the Jupiter Application Programming Interface (“API”) and a Software Development Kit (“SDK”) available through https://developers.jup.ag/portal (collectively the “Service”). If you do not agree to be bound by the terms and conditions of this Agreement, do not use the Service. This Agreement is effective as of the date you first access, download, copy or otherwise use the API or SDK (“Effective Date”), and constitutes the entire agreement between you and us. 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 Jupiter’s Terms of Service and Privacy Policy which terms shall also govern your use of the Service. Our Privacy Policy, in particular explains how, to the extent that we do, your data may be collected. In the event of any conflict between this Agreement and the Terms of Service or Privacy Policy, the provisions of this Agreement shall prevail. YOU ARE ENTERING A LEGALLY BINDING CONTRACT: BY COPYING, DOWNLOADING, OR OTHERWISE USING THE JUPITER 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 JUPITER API or SDK. The API and SDK are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The API and SDK is licensed to you, and its use is subject to the terms of this Agreement. 1. Definitions​ 1.1 “Application Programming Interfaces” or “API” or “Jupiter 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. Jupiter API shall include any future, updated or otherwise modified version(s) thereof furnished by Jupiter (in its sole discretion) to Licensee. 1.2 “Software Development Kit” or “SDK” or “Jupiter SDK” means the ancillary tools and resources that allow the user to utilise or integrate the API. Jupiter SDK shall include any future, updated or otherwise modified version(s) thereof furnished by Jupiter (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, and in particular shall include the Integrator Guidelines available at https://developers.jup.ag/docs/legal. 2. Grant of License​ 2.1 Subject to the terms of this Agreement, Jupiter hereby grants Licensee a limited, non-exclusive, fee-bearing, non-transferable, non-sublicensable licence 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, including without limitation for any informational, comparison, or testing purpose (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 There are several formulations and versions of the API routing engine, which comprise either (a) the Jupiter Ultra Swap API, and (b) the Metis Swap API. Notwithstanding any of the provisions herein, where the Licensee uses the API or SDK (including without limitation for any informational, comparison, or testing purpose), you unconditionally and irrevocably undertake to correctly and accurately display prominently/label/name/characterise the specific API used, which must be made visible to end users of the Licensee’s Product. For illustrative purposes, if the Licensee uses Jupiter Ultra Swap, it would be mandatory to prominently state “Jupiter Ultra”; if the Licensee uses anything available API other than Jupiter Ultra Swap, it would be mandatory to prominently state “Metis”. The Licensee accepts that it is misleading and unethical to wrongly display/label/name/characterise the API and any output of the API as “Jupiter” simpliciter or otherwise suggest it is the same product as the service available at https://jup.ag/, or represent that another API routing engine is utilised. Without prejudice to clause 11 below, in the event of your breach of this clause 2.3, you agree to indemnify us to the extent any loss or damages are suffered by, as a result of, or in connection with, your breach of this clause 2.3, including but not limited to pure and/or consequential economic loss. 2.4 In case of potential other API or SDK use that is not prescribed by this Agreement, please write to info@jup.ag to seek written consent. 2.5 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 its business as is now being conducted. The Licensee is not identified on, or engages in any transactions with any party listed on, any sanctions list maintained by the U.S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”). 2.6 By providing access to the API and the SDK, Jupiter 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. Jupiter 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. 2.7 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 licence hereunder. 3.2 Except as expressly authorised under this Agreement or by Jupiter in writing, the Licensee agrees it shall not (and shall not permit or authorise any other person to): a. use the API or SDK in any manner that is not expressly authorised by this Agreement; b. use the API or SDK or develop or use the Licensee’s Product (i) for any illegal, unauthorised or otherwise improper purposes or (ii) in any manner which would violate this Agreement or the 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); c. 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 API, the SDK and the Documentation; d. sell, lease, share, transfer or sublicense the API, SDK or any content obtained through the API, directly or indirectly, to any third party; e. use the API or SDK in a manner that, as determined by Jupiter 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 Documentation; f. access the API or SDK for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the API; g. use the API in conjunction with, or combine content from the API with, content obtained through scraping or any other means outside the API; h. (i) interfere with, disrupt, degrade, impair, overburden or compromise the integrity of the API, Jupiter’s systems or any networks connected to the API or Jupiter’s systems (including by probing, scanning or testing their vulnerability), (ii) disobey any requirements, procedures, policies or regulations of networks connected to the API or Jupiter’s systems, (iii) attempt to gain unauthorised access to the API, Jupiter’s systems or any information not permitted by this Agreement or circumvent any access or usage limits imposed by Jupiter or (iv) transmit through the Licensee’s Product or the use of the API or SDK 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; i. copy, adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify or create derivative works of the API, the SDK or the Documentation, Jupiter’s website, or any of Jupiter’s other content, products or services, through automated or other means; j. interfere with Jupiter’s business practices or the way in which it licenses or distributes the API or SDK; k. make any representations, warranties or commitments (i) regarding the API or SDK or (ii) on behalf of Jupiter; or l. take any action that would subject the API or SDK to any third-party terms, including without limitation any open source software licence terms. 3.3 Without prejudice of the generality of the foregoing, where the Licensee’s Product is competitive (whether wholly or partially) with the API or the Service, Jupiter shall have the right to access the Licensee’s Product and/or request the Licensee for information regarding the Licensee’s Product. Jupiter shall be granted a non-exclusive, royalty-free, non-transferable, non-sublicensable licence to use the Licensee’s Product (including without limitation any application programming interface, software development kit, logos, brand information, technical information or data or information in connection with any aspect of the Licensee’s Product) for any purpose. 3.4 Third Party Software. Licensee acknowledges that effective utilization of the API and SDK may require the use of a development tool, compiler and other software and technology of third parties (“Third Party Software”). Licensee is solely responsible for procuring such Third-Party Software and technology and the necessary licenses for the use thereof. Jupiter makes no representation or warranty concerning Third Party Software and shall have no obligation or liability with respect to Third Party Software. 3.5 No right is granted to Licensee to sublicense its rights hereunder. All rights not expressly granted are reserved by Jupiter and, except as expressly set forth herein, no license is granted by Jupiter under this Agreement directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property rights of Jupiter. Nothing herein shall be deemed to authorize Licensee to use Jupiter`s trademarks or trade names in Licensee’s advertising, marketing, promotional, sales or related materials. Jupiter reserves all rights not otherwise expressly granted in this Agreement. 3.6 No assertion by Licensee. Licensee agrees not to assert any patent rights related to the API/SDK or applications developed using the API/SDK against Jupiter, Jupiter’s participants, or other licensees of the API/SDK for making, using, selling, offering for sale, or importing any products or technology developed using the API/SDK. 3.7 Jupiter may from time to time provide updates or upgrades to the API or SDK. Any such updates and upgrades will be performed according to Jupiter’s then-current operational policies, which may include automatic updating or upgrading of API or SDK currently in use at that time. Where the Licensee fails to accept such updates or upgrades, Jupiter shall be entitled to withhold access to the API, SDK and/or Service, and the same shall not constitute any breach of the terms of this Agreement. 4. Intellectual Property and proprietary rights 4.1 As between Jupiter and Licensee, Jupiter and/or its licensors shall own and retain all proprietary rights, including all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the API and SDK and any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and (to the extent such rights accrue to the Licensee), the Licensee hereby irrevocably transfers, conveys and assigns to Jupiter all of its right, title, and interest therein. 4.2 Jupiter shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections with respect thereto. 4.3 The Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title or ownership to the API or SDK, but only a right of limited use under the terms and conditions of this Agreement. 4.4 The Parties acknowledge that Jupiter does not store, send, or receive digital assets. 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 is performed by the Licensee’s Product, and Jupiter does not have any role or responsibility in such transactions. Jupiter cannot guarantee that the Licensee’s Product, or any party can effect the transfer of such title or right to any digital asset. Accordingly, Jupiter cannot provide any guarantee, warranty or assurance regarding the authenticity, uniqueness, originality, quality, marketability, legality or value of any digital assets utilised in connection with the API and the Services. 5. No Obligation to Support​ 5.1 Subject to payment of fees as described herein, Jupiter would issue to the Licensee certain unique API keys, tokens, passwords and/or other credentials (collectively, “Keys”), for accessing the API and/or SDK and managing the Licensee’s access to the API. The Licensee may only access the API with the Keys issued to the Licensee by Jupiter. The Licensee acknowledges that access to the API may not always be available. The Licensee may not sell, transfer, sublicense or otherwise disclose its Keys to any other party or use them for any other purpose other than that expressly permitted by Jupiter. The Licensee is responsible for maintaining the secrecy and security of the Keys. The Licensee is fully responsible for all activities that occur using the Keys, regardless of whether such activities are undertaken by the Licensee or a third party. The Licensee is responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for the Licensee’s access to the API and SDK. Jupiter may discontinue the Licensee’s access to the API and SDK if such contact information is not up-to-date and/or the Licensee does not respond to communications directed to such coordinates. 5.2 Jupiter makes no guarantees with respect to the performance, availability or uptime of the API or the SDK. Jupiter may conduct maintenance on or stop providing any of the API or the SDK at any time with or without written notice to the Licensee. In addition, Jupiter may change the method of access to the API, SDK and Documentation at any time. 5.3 Jupiter does not guarantee any support for the API or SDK under this Agreement. Nothing herein shall be construed to require Jupiter to provide consultations, support services or updates, upgrades, bug fixes or modifications to the API or SDK. In the event of degradation or instability of Jupiter’s system or an emergency, Jupiter may, in its sole discretion, suspend access to the API and/or SDK. 5.4 Jupiter reserves the right to change the method of access to the API or SDK at any time to ensure the safety and security of its environment. In the event of degradation or instability of Jupiter`s systems or in an emergency, you acknowledge and agree that Jupiter may, in its sole and absolute discretion, temporarily suspend your access to the API or SDK in order to minimize threats to and protect the operational stability and security of the Jupiter system. 6. Fees & Payment​ 6.1 Jupiter shall charge a subscription fee for usage of the Jupiter 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. 6.2 The details of the level of fees charged shall be notified to you via the API portal at https://developers.jup.ag/portal. By accessing, downloading, copying or otherwise using the API or SDK, you shall be deemed to have consented to said fees. 6.3 The Fees may be reviewed by Jupiter at any time commencing from three (3) months after the Effective Date. Any updated fees shall be notified to you via the API portal and your continued usage of the API or SDK shall be deemed consent to such updated fees. 7. Licensee’s Obligations 7.1 The Licensee agrees to report to Jupiter any errors or difficulties discovered related to the API or SDK, and the characteristic conditions and symptoms of such errors and difficulties. 7.2 The Licensee shall perform such sanity testing, cybersecurity testing or other technical checks in respect of the API or SDK as may be reasonably requested by Licensor from time to time. 7.3 The Licensee shall ensure that the offering/provision of the Licensee’s Product complies with all applicable laws and regulations, including without limitation all consumer protection, Know Your Customer (KYC) or Anti-money Laundering (AML) due diligence laws, sanctions, anti-money laundering or terrorist financing laws, securities laws, payment provider laws, or virtual assets regulations. Without prejudice to the generality of the foregoing, the Licensee shall (a) 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/provision of the Licensee’s Product and (b) perform transaction screening and monitoring of all digital wallets interacting with the Client’s Product, including blocking of sanctioned, blacklisted, prohibited, restricted, flagged, illicit, suspicious or crime-associated digital wallets, in accordance with prevailing best market practice. The Licensee shall be solely responsible for any failure to comply with the foregoing. 7.4 The Licensee acknowledges and agrees that all reporting, information gathering and other obligations under applicable Know Your Customer (KYC) or Anti-money Laundering (AML) due diligence laws, sanctions, anti-money laundering or terrorist financing laws, securities laws, payment provider laws, or virtual assets regulations with respect to the Licensee’s end-users are the responsibility of the Licensee; and Jupiter shall not be responsible or have any liability for any of the foregoing. The Licensee agrees to provide such information to Jupiter if reasonably requested by Jupiter. 7.5 Without prejudice to the foregoing, upon written request from Jupiter, the Licensee shall use all efforts to block any specific digital wallet or address from accessing the Licensee’s Product and/or the API integration. 7.6 The Licensee agrees to immediately notify Jupiter if (i) the Licensee becomes aware of any security event, including any cybersecurity breach, attack or economic exploit relating to the Licensee’s Product or (ii) the Licensee’s Product, API, SDK or the Service becomes subject to any legal or regulatory investigation or action. 7.7 The Licensee shall be responsible for all customer service for all its products and services (including the Licensee’s Product). 8. Confidentiality​ and Publicity 8.1 The API and SDK contains valuable proprietary information and trade secrets of Jupiter and its suppliers that remain the property of Jupiter. You shall protect the confidentiality of, and avoid disclosure and unauthorized use of, the API or SDK. 8.2 Without prejudice to the generality of the foregoing, you agree not to disparage Jupiter, any of its affiliates, or any of their directors, shareholders, employees, servants, contractors, or agents in any manner, or otherwise make any false, misleading or negative statements to any party about Jupiter or any of its affiliates, the Service (or any output of the Service), or any other product(s) or service(s) of Jupiter or any of its affiliates. 8.3 Jupiter may disclose and publicise the existence of the business relationship between Jupiter and you on its website and in promotional and marketing materials without requiring any further consent from you. 8.4 Subject to clause 2.3 above, you shall ensure that the Licensee’s Product shall prominently display to end users of such product or service the message “Powered by Jupiter”. 9. No Warranty​ 9.1 The API, SDK, and Documentation are provided “AS-IS” without any warranty whatsoever. To the full extent allowed by law, the foregoing warranties and remedies are exclusive and are in lieu of all other warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties, terms, or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, and non-infringement, all of which are expressly disclaimed. 9.2 No advice or information, whether oral or written, obtained by you from Jupiter or through or from the API/SDK shall create any warranty not expressly stated in this agreement. Jupiter does not warrant that the API, SDK and Documentation are suitable for Licensee’s use, that the API, SDK or Documentation are without defect or error, that operation will be uninterrupted, or that defects will be corrected. Further, Jupiter makes no warranty regarding the results of the use of the API, SDK, and Documentation. 10. Limitation of Liability​ JUPITER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE API, SDK AND ITS USE OR THE INABILITY TO USE WITH ANY THIRD PARTY SOFTWARE, ITS CONTENT OR FUNCTIONALITY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE; BUSINESS INTERRUPTION OR WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; LOSS OF BUSINESS INFORMATION, DATA OR DATA USE; LOSS OF GOODWILL; DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF JUPITER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, JUPITER TOTAL LIABILITY TO LICENSEE FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF YOUR USE OF THE API/SDK AND/OR INTELLECTUAL PROPERTY ON THIS TECHNOLOGY PLATFORM OR API/SDK, OR ANY OTHER PROVISION OF THIS AGREEMENT, SHALL NOT EXCEED THE AMOUNT OF 100 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 11. Indemnity​ You agree to indemnify and hold harmless Jupiter and its contributors, subsidiaries, affiliates, officers, agents, Intellectual Property service providers, co-branders, customers, suppliers or other partners, and employees, from any loss, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your negligence, error, omissions, or failure to perform relating to your use of the API/SDK, your connection to the API, or your violation of the Agreement. 12. Disclaimers 12.1 UNLESS SEPARATELY STATED IN A WRITTEN EXPRESS LIMITED WARRANTY, THE API AND SDK PROVIDED BY JUPITER IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND FROM JUPITER, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, JUPITER DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANSHIP LIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, QUIET ENJOYMENT, NON- INFRINGEMENT OF THIRD-PARTY RIGHTS OR OTHER VIOLATIONS OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM JUPITER OR ITS AFFILIATES SHALL BE DEEMED TO ALTER THIS DISCLAIMER BY JUPITER OF WARRANTY REGARDING THE API OR SDK OR THE AGREEMENT, OR TO CREATE ANY WARRANTY OF ANY SORT FROM JUPITER. 12.2 NEITHER JUPITER NOR THE API PROVIDES ANY DIGITAL ASSET EXCHANGE OR PORTFOLIO/FUND MANAGEMENT SERVICE. WHERE THE LICENSEE OR ANY END USER OF THE LICENSEE’S PRODUCT MAKES THE DECISION TO TRANSACT UTILISING THE API OR THE SERVICE, THEN SUCH DECISIONS AND TRANSACTIONS AND ANY CONSEQUENCES FLOWING THEREFROM ARE SUCH TRANSACTING PARTY’S SOLE RESPONSIBILITY. 12.3 THE API FUNCTIONS SOLELY AS A BACK-END SUPPORTING TECHNICAL SERVICE FOR A SMART ROUTING ALGORITHM FOR DIGITAL ASSET SWAPS ONLY; IN NO CIRCUMSTANCES SHALL JUPITER, THE API OR THE SDK BE CONSTRUED AS A DIGITAL ASSET EXCHANGE, BROKER, DEALER, FUND MANAGER, FINANCIAL INSTITUTION, EXCHANGE, CUSTODIAN, ROBO-ADVISOR, INTERMEDIARY, OR CREDITOR. 12.4 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. JUPITER IS NOT A COUNTERPARTY TO ANY DIGITAL ASSET TRANSACTION FACILITATED BY THE API OR THE LICENSEE’S PRODUCT. 12.5 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 Jupiter 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 or SDK, the relevant blockchain network, or the Licensee’s or any end user’s digital wallet. 12.6 Jupiter disclaims any responsibility for any disclosure of information or any other practices of any third-party API provider. Jupiter expressly disclaims any warranty regarding whether your personal information is captured by any third-party API provider or the use to which such personal information may be put by such third-party API provider. 13. Term and Termination​ 13.1 The effective date of this Agreement is the start of use of the API or SDK by the Licensee. There shall be a minimum term of 30 days for usage of the API to be paid for in advance (or such other minimum term as notified to you via the API portal at https://developers.jup.ag/portal). 13.2 This Agreement will terminate automatically if you fail to comply with any of the terms and conditions of this Agreement and you will be liable to Jupiter and its suppliers for damages or losses caused by your non-compliance. The waiver by Jupiter of a specific breach or default shall not constitute the waiver of any subsequent breach or default. 13.3 Either party shall have the right to terminate the Agreement (for any reason), by written notice to the other party and refunding a pro-rata portion of any unutilised fee paid (in the case of termination by Jupiter). For the purpose of the Licensee’s service of notice, it may contact legal@jup.ag. 13.4 Upon termination of this Agreement, Licensee will immediately cease using the API and the SDK, and Licensee agrees to destroy all adaptations or copies of the API, SDK, and Documentation or return them to Jupiter upon the termination of this License. 13.5 Jupiter shall have the right to review/audit your use of the API or SDK in conjunction with this Agreement, and you will provide reasonable assistance for this purpose. 13.6 The rights of Jupiter and your obligations contained in this Agreement survive any expiration or termination of this Agreement. 14. Applicable Law; Arbitration​ 14.1 Licensee and Jupiter agree to arbitrate any dispute arising from this Agreement, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS LICENSEE FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. 14.2 Licensee and Jupiter agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Jupiter shall be sent to legal@jup.ag. 14.3 The Licensee and Jupiter shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”) shall be settled in accordance with the laws of Panama. The parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Jupiter and the Licensee will each pay their respective attorneys’ fees and expenses. Any dispute arising out of or related to this Agreement is personal to the Licensee and Jupiter and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration or arbitration in which a person attempts to resolve a dispute as a representative of another person or group of persons. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other person or group of persons. 14.4 Any dispute between the parties will be governed by this Agreement and the laws of Panama, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, Licensee and Jupiter will not commence against the other a class action, class arbitration or representative action or proceeding. 15. Changes to this Agreement​ We may amend any portion of this Agreement at any time by posting the revised version of this Agreement on https://developers.jup.ag/portal with an updated revision date. The changes will become effective and shall be deemed accepted by you, the first time you use or access the SDK or API after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to your use of the SDK and/or API. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the SDK and/or API. 16. Miscellaneous​ 16.1 Assignment. Licensee may not assign this Agreement or any interest or rights granted hereunder to any third party without the prior written consent of Jupiter. A change of control or reorganization of Licensee pursuant to a merger, sale of assets or stock shall be deemed to be an assignment under this Agreement. This Agreement shall terminate immediately upon the occurrence of any prohibited assignment. 16.2 Waiver. No failure by either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights and no waiver of a breach in a particular situation shall be held to be a waiver of any other or subsequent breach. 16.3 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent possible and the other provisions of this Agreement will remain in force. 16.4 Entire agreement. This Agreement represents the complete agreement concerning the API, SDK and oral amendments are void. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. 16.5 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. 16.6 By installing, copying, or otherwise using this API or SDK, you acknowledge that you have read, understand and agree to be bound by the terms and conditions indicated above.