TERMS OF SERVICE
1.1 “API” means the Axel application programming interface provided or made available to you by Axel.
1.2 “API Key” means a code provided by Axel which may be required to access the API.
1.3 “API Kit” means the contents of any file, program, or other media provided or made available to you by Axel under this Agreement, including the API, Sample Code, Redistributable Code, and Documentation.
1.4 “Axel Services” means those services identified on an Order Form that will be provided to you by Axel via the API.
1.5 “Beta Service” means any trial or beta version of the Axel Services that Axel may make available to you from time to time.
1.6 “Documentation” means any documentation or materials provided or made available to you by Axel under this Agreement, including documentation and materials describing the API.
1.7 “Integration” means a feature that you offer in the Product to use third party DeFi protocols using the Axel Services.
1.8 “Order Form” means an order form or other ordering document that identifies the services that Axel will provide to you, in each case which is signed by the parties and expressly references and incorporates these Axel Terms of Service.
1.9 “Product” means the product or service identified in the Order Form that will leverage the Axel Services.
1.10 “Redistributable Code” means any software in object code format provided or made available to you by Axel under this Agreement.
1.11 “Sample Code” means any software in source code format provided or made available to you by Axel under this Agreement.
1.12 “User” means a user of your Integration.
2. LICENSE GRANT AND RESTRICTIONS
2.2 License to Services.
(a) License Grant. Subject to the terms and conditions of this Agreement, Axel hereby grants to you a limited, non-exclusive, nonsublicenseable, nontransferable, royalty-free license to: (i) internally use a reasonable number of copies of the API Kit in accordance with the Documentation solely to develop and test implementations of the API with the Product; (ii) reproduce and internally modify the Sample Code solely as a component of the Product; (iii) reproduce the Redistributable Code solely as a component of the Product; (iv) distribute the Sample Code and Redistributable Code only in object code format solely as a component of the Product; and (e) access the API solely to make the Integrations available to Users through the Axel Services.
(b) Axel Services. Subject to the terms and conditions of this Agreement, Axel will use commercially reasonable efforts to provide you with access to the Axel Services. You will use the Axel Services in accordance with any Documentation provided to you by Axel. As a condition of your receipt of the Axel Services, you acknowledge and agree that Axel: (i) is not acting as a custodian of any digital or private wallet assets (e.g., crypto tokens), (ii) does not hold or store any digital wallets or keys in the API Kit or any other software provided to you by Axel, and (iii) that the Axel Services are not intended to be used as a digital asset custody platform.
2.3 License Restrictions. The licenses granted to you in this Agreement do not include any right to, and you will not: (a) modify the Documentation, change any of the interfaces described in the Documentation, or extend any interfaces except as described in the Documentation; (b) implement the API in any software other than the Product or to support any interfaces between computing devices or computing functions; (c) modify, translate, or create a derivative work of any portion of the API Kit except for the limited right to modify the Sample Code as expressly set forth in Section 2.2(a); (d) sell, lease, loan, provide, distribute or otherwise transfer any portion of the API Kit to any third party except for the limited right to distribute the Sample Code and Redistributable Code as expressly set forth in Section 2.2(a); (e) reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the API Kit except for the Sample Code and except to the extent permitted by applicable law; (f) display or disclose any portion of the API Kit to any person except to your employees and contractors who are required to use the API Kit in order for you to develop the Product and except for the limited right to distribute the Sample Code and Redistributable Code as expressly set forth in Section 2.2(a); (g) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the API Kit; (h) use the API Kit to create or develop any command set, application or other application programming interface or software (including the Integration) that can be used with any service or product; (i) create or develop any application or other software (including the Integration) that exposes or discloses the API to Users or end users; (j) interfere with the normal operation of the API; (k) disable or circumvent any security features of the API; or (l) cause or permit any third party to do any of the foregoing. Your API Key is provided solely for your benefit. You may not share or transfer your API Key to anyone else or allow anyone else to access the API using your API Key.
2.4 Integration Restrictions. The Product must not directly or indirectly adversely affect, impede, or otherwise hinder or disrupt the functionality or performance of the API, including that it: (a) does not adversely impact the stability of the API; (b) does not adversely impact the operation of other applications using an API; (c) correctly identifies itself to the API when requesting authorization; and (d) does not attempt to modify the API in any way. You represent and warrant that the Product and any Integrations comply with applicable law and that you have all necessary licenses and registrations to build Integrations with third party products.
2.5 Product Terms. Before you make the Axel Services available to Users, you must have binding legal terms in place which govern the relationship between you and any User with respect to the User’s use of the Product (“Product Terms”). At a minimum, the Product Terms must disclaim any liability to Axel in connection with the use of Integrations in the Product.
2.6 Open Source Restriction. Nothing in this Agreement authorizes you to subject any portion of the API Kit or any Axel intellectual property right in any portion of the API Kit to the terms of any “open source” license, including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be re‑distributable at no charge.
2.7 No Warranties. You must not make any representation or any express or implied warranty to third parties (including to any Users) on behalf of Axel.
2.8 Beta Services. Axel may offer Beta Services in its sole discretion. Axel will determine the availability, duration (the “Trial Period”), features, and components of each Beta Service. Notwithstanding anything to the contrary in this Agreement, in no event will Axel be liable to you or any third party for any damages or liability related to, arising out of, or caused by any Beta Services or any modification, suspension, or termination thereof. If Axel permits you to use a Beta Service, you agree to provide Axel with Feedback and respond to Axel’s questions or other inquiries regarding your use of the Beta Service, if requested. Axel will determine whether or not to continue to offer any Beta Service, and may cease offering any Beta Services at any time. Upon completion of a Trial Period, you may lose access to the applicable Beta Service, unless or until the features of the Beta Service are incorporated into the Axel Services. Any production candidate or non-production version of the Axel Services will be considered a Beta Service. Except as expressly provided in this Section 2.8, this Agreement governs your use of the Beta Services as part of the Axel Services.
2.9 Feedback. If you provide any feedback, suggestions, or recommendations (“Feedback”) to Axel concerning the functionality and performance of the API Kit (including identifying potential errors and improvements), you hereby grant to Axel a worldwide, non-exclusive, transferable, royalty-free, perpetual, irrevocable right and license to use the Feedback for any purpose.
2.10 Reservation of Rights. All rights not expressly granted to you in this Agreement are reserved by Axel. No additional rights whatsoever (including any implied licenses) are granted to you by implication, estoppel or otherwise.
2.11 Confidentiality. You will maintain the confidentiality of and not disclose to any third party: (a) this Agreement, (b) all non-public information disclosed by Axel to you pursuant to this Agreement, and (c) all Feedback, all API performance data, and all other information obtained through use or access to the API or API Kit.
3. UPDATES AND SUPPORT
3.1 Updates. Axel may, in its sole discretion, provide replacements, updates, modifications, or bug fixes for the API Kit to you (“Updated API Kit”). Each Updated API Kit will be deemed part of the API Kit and subject to the terms of this Agreement. Modified or merged portions of the Sample Code or Redistributable Code will be deemed part of the Sample Code or Redistributable Code, as applicable, and subject to the terms of this Agreement. You will ensure that, prior to using or releasing any Integration, each Integration will be fully compatible with the most recent Updated API Kit, if any.
3.2 Support. Axel is not obligated to provide you with any assistance related to the API Kit or the development of Integrations.
4. FEES AND PAYMENT TERMS
4.1 General Payment Terms. Access to the API, Axel Services, or Beta Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in this Agreement.
4.2 Price. Axel reserves the right to determine pricing for the Axel Services, and Beta Services, which will be as set forth in your quote with Axel. Axel may change the fees for the Axel Services, including additional fees or charges, if Axel gives you advance notice of changes before they apply. Axel, at its sole discretion, may make promotional offers with different features and different pricing to any of Axel’s customers. These promotional offers, unless made to you, will not apply to your offer or this Agreement.
4.3 Authorization. You authorize Axel or its third-party payment processors to charge all sums owed by you under this Agreement, including all applicable taxes, to the payment method specified in your account or that you otherwise provide to Axel. If you pay any fees with a credit card, then Axel or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
4.3 Delinquent Accounts. Axel may suspend or terminate use of the Axel Services for any account for which any amount is due but unpaid. In addition to the amount due for use of the Axel Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
5. TERM AND TERMINATION
5.1 Term. The term of this Agreement will commence on the Effective Date and continue in effect for the initial term identified in the Order Form (the “Initial Term”). The Agreement will automatically renew for additional one year terms unless either party gives the other written notice at least 30 days prior to the end of the relevant term.
5.2 Termination. You may terminate this Agreement at any time upon written notice to Axel. Axel may terminate this Agreement (a) immediately upon written notice, if you are in material breach of Section 2.3 or 2.4; (b) if you otherwise materially breach this Agreement and fail to cure the breach within 30 days after you receive notice of the breach from Axel; or (c) immediately, if you assert any claim of intellectual property infringement against Axel. Upon termination, your licenses under this Agreement will end and you will cease all use of the API Kit, will return or destroy all copies of the API Kit in your possession, and discontinue use and distribution of Integrations. You agree that during the term of this Agreement and for the two (2) year period following the expiration or termination of this Agreement, you will not, directly or indirectly, research, develop, or operate any product or service that competes with the API or the Axel Services or is substantially similar to the features provided by the Axel Services, or assist any third party to do the same, as determined by Axel in its sole discretion.