SDK & API License Agreement

Last updated: Feb 24, 2022

IMPORTANT: This Jupiter SDK & API License Agreement ("Agreement") is a legally binding contract between you, as Licensee ("You" or "Licensee") and Jupiter exchanges and applies to your use of the Jupiter SDK or API, as defined herein, available through https://docs.jup.ag (collectively the "Service"). The Service includes an Application Programming Interface ("API" or "Program") 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.

In this Agreement, the terms "you" or "your" mean any person or entity using the Service ("Users"). Unless otherwise stated, the terms "Jupiter," "we" or "our" will collectively refer to Dynamic Labs Limited and its representatives.

This Agreement becomes effective as of the date you first access, download or 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 Jupiter`s Terms of Service link and Privacy Policy link which terms shall also govern your use of the Service.

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 “Program” or “Jupiter API” means Jupiter Exchange use technology, a smart router algorithm which is an informational service that provides routing information that is used by Jupiter Aggregation Protocol, (Swap API and its related services), 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 Jupiter Exchange use technology, a smart router algorithm which is a software library that provides routing information that is used by Jupiter Aggregation Protocol and its related services, which may include object code, software libraries, software tools, sample source code, published specifications, and Documentation. 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.

2. Grant of License

2.1. Subject to the terms of this Agreement, Jupiter hereby grants Licensee a limited, non- exclusive, non-transferable, royalty-free license (without the right to sublicense) to use the API or SDK solely for the purpose of Licensee's internal development efforts to develop applications to work in conjunction with the Jupiter products referenced in the API or SDK and for which the API or SDK was provided.

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 or use it for commercial reasons.

2.3. In case of potential other API or SDK use that is not prescribed by this Agreement please write at [email protected].

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 its business as is now being conducted. 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 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 to exercise its rights hereunder.

3.2. No Reverse Engineering. Licensee shall have no rights to any source code for any of the software in the API, except for the explicit rights to use the source code as provided to Licensee hereunder. Licensee may not reverse engineer, decompile, modify, disassemble or otherwise alter the API or any part thereof or otherwise reduce the API to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or applicable laws.

3.3. Third Party Software. Licensee acknowledges that effective utilization of the API 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.

3.4. 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.

3.5. 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.

4. Ownership

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 Licensee hereby irrevocably transfers, conveys and assigns to Jupiter all of its right, title, and interest therein. 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. 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.

5. Support

5.1. Jupiter will not provide 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. Jupiter will promptly respond to inquiries from you with respect to the API Services and will implement systems and procedures to ensure that any User of the API will be treated with the same fairness and good faith as any other user of our API.

5.2. 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 reserves the right to charge fees for future use of or access to Jupiter API or SDK. If Jupiter decides to charge for access to the API or SDK, you do not have any obligation to continue to use such API or SDK.

7. Confidentiality

7.1. 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. No Warranty

8.1. 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.

8.2. 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.

9. Limitation of Liability

9.1. 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.

10. Indemnity

10.1. 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.

11. Disclaimer of Warranty

11.1. UNLESS SEPARATELY STATED IN A WRITTEN EXPRESS LIMITED WARRANTY, ALL 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.

11.2. 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.

12. Term and Termination

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

12.2. 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.

12.3. Either party shall have the right to terminate the Agreement, immediately or upon thirty (30) days written notice to [email protected].

12.4. 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.

12.5. Jupiter shall have the right to audit your use of the API or SDK in conjunction with this Agreement, and you will provide reasonable assistance for this purpose.

12.6. The rights of Jupiter and your obligations contained in this Agreement survive any expiration or termination of this Agreement.

13. Applicable Law; Arbitration

13.1. 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.

13.2. 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 [email protected].

13.3. 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 the state of Singapore. 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.

13.4. Any dispute between the parties will be governed by this Agreement and the laws of the state of Singapore, 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.

14. Changes to this Agreement

14.1 We may amend any portion of this Agreement at any time by posting the revised version of this Agreement 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 or 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 SDK or API

14.2 We will post a notice to the Jupiter SDK telegram channel https://t.me/jupiter_sdk at least 7 days prior to posting any revision to this Agreement and give you an opportunity to provide us with any feedback you may have.

15. Miscellaneous

15.1. 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.

15.2. 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.

15.3. 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.

15.4. 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.

15.5. 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.