Application programming interface License Agreement

This Application Programming Interfaces License Agreement ("Agreement") is a legal agreement between you and/or any company you represent (“Licensee”) and HitBTC for the API licensed by HitBTC. By accepting these terms or by installing, downloading, copying, or otherwise using the Application Programming Interface (“API”), you agree to be and will be bound by the terms of this Agreement as a condition of your license. If you do not agree to the terms of this Agreement, you may not use the API.

The API is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The API is licensed to you, and its use is subject to the terms of this Agreement.

1. Definitions.

1.1 "Application Programming Interfaces" or "API" means HitBTC technology, which may include object code, software libraries, software tools, sample source code, published specifications and Documentation. API shall include any future, updated or otherwise modified version(s) thereof furnished by HitBTC (in its sole discretion) to Licensee.

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

2.   Grant of license.

Subject to the terms of this Agreement, HitBTC hereby grants Licensee a limited, non­exclusive, non-transferable, royalty-free license (without the right to sublicense) to use the API solely for the purpose of Licensee's internal development efforts to develop applications to work in conjunction with the HitBTC products referenced in the API and for which the API was provided. Licensee shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any third.

3.   Other rights and limitations.

3.1 Copies. Licensee may copy the API 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 or disassemble the API 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. HitBTC 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 HitBTC and, except as expressly set forth herein, no license is granted by HitBTC under this Agreement directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property rights of HitBTC. Nothing herein shall be deemed to authorize Licensee to use HitBTC's trademarks or trade names in Licensee's advertising, marketing, promotional, sales or related materials. HitBTC 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 or applications developed using the API against HitBTC, HitBTC's distributors, HitBTC customers, or other licensees of the API for making, using, selling, offering for sale, or importing any products or technology developed using the API.

4.  Ownership.

As between HitBTC and Licensee, HitBTC 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 any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and Licensee hereby irrevocably transfers, conveys and assigns to HitBTC all of its right, title, and interest therein. HitBTC 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, but only a right of limited use under the terms and conditions of this Agreement.

5.  Support.

HitBTC will not provide any support for the API under this Agreement. Nothing herein shall be construed to require HitBTC to provide support services or updates, upgrades, bug fixes or modifications to the API.

6.  Confidentiality.

6.1 The API contains valuable proprietary information and trade secrets of HitBTC and its suppliers that remain the property of HitBTC. You shall protect the confidentiality of, and avoid disclosure and unauthorized use of, the API.

6.2  Licensee shall not disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of HitBTC. Any press release or publication regarding this Agreement is subject to prior review and written approval of HitBTC.

7.  No warranty.

The API 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. no advice or information, whether oral or written, obtained by you from HitBTC or through or from the API shall create any warranty not expressly stated in this agreement. HitBTC does not warrant that the API and documentation are suitable for licensee's use, that the API or documentation are without defect or error, that operation will be uninterrupted, or that defects will be corrected. further, HitBTC makes no warranty regarding the results of the use of the api and documentation.

8.   Limitation of liability.

Your use of the API is at your sole risk. you will be solely responsible for any damage to your computer system or loss of data that results from the download or use of the API. to the maximum extent permitted by applicable law, in no event shall HitBTC or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation 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; or any other pecuniary loss) arising out of the use of or inability to use the API or the provision of or failure to provide support services, even if HitBTC or its supplier has been advised of the possibility of such damages. to the maximum extent permitted by applicable law.

9.     Indemnity.

You agree to indemnify and hold harmless HitBTC and its subsidiaries, affiliates, officers, agents, 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 use of the API, your connection to the API, or your violation of the Terms.

10.   Disclaimer. Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers, or the limitation of liability for death or personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety due to local law, they will be limited to the duration of the applicable warranty.

11.   Term and termination.

11.1  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 HitBTC and its suppliers for damages or losses caused by your non­compliance. The waiver by HitBTC of a specific breach or default shall not constitute the waiver of any subsequent breach or default.

11.2  Either party shall have the right to terminate the Agreement, upon a thirty (30) days written notice to the other party.

11.3  Upon termination of this Agreement, Licensee will immediately cease using the API Development Kit, and Licensee agrees to destroy all adaptations or copies of the API and Documentation or return them to HitBTC upon termination of this License.

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

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

12.   Miscellaneous.

12.1 Assignment. Licensee may not assign this Agreement or any interest or rights granted hereunder to any third party without the prior written consent of HitBTC. 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.

12.2  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.

12.3  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.

12.4       Governing law. This Agreement shall be governed by the laws of Hong Kong. 

12.5       Entire agreement. This Agreement represents the complete agreement concerning the API and may be amended only by a writing executed by both parties. 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.

By installing, copying, or otherwise using this API, you acknowledge that you have read, understand and agree to be bound by the terms and conditions indicated above.