📜License Agreement

Usage License Agreement regarding PENDAX SDK and hosted API service.

Last updated on October 30th, 2022.

IMPORTANT: This PENDAX SDK & API license agreement ("Agreement") is a legally binding contract between you, as Licensee ("You or "Licensee") and Compendium and applies to your use of the PENDAX SDK or API, as defined herein, available through https://docs.compendium.finance (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 PENDAX SDK.

In this Agreement, the terms "you" or "your" mean any person or entity using the Service ("Users"). Unless otherwise states, the terms "PENDAX", "we" or "our" will collectively refer to Compendium 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 Compendium's Terms of Service and Privacy Policy which terms shall also govern your use of the Service.

You are entering a legally binding contract: by copying, downloading, or otherwise using the PENDAX 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 PENDAX 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 are licensed to you, and their use is subject to the terms of this Agreement.

1) Definitions

1.1. "Application Programming Interfaces" or "API" or "Program" or "PENDAX API" means PENDAX technology, an aggregated library of simplified cryptocurrency exchange and financial institution interface commands which is an informational service that provides trading capabilities (most distinctively for products like Compendium), which may include object code, software libraries, software tools, sample source code, published specifications, and documentation. PENDAX API shall include any future, updated, or otherwise modified version(s) thereof furnished by Compendium (in its sole discretion) to Licensee.

1.2. "Software Development Kit" or "SDK" or "PENDAX SDK" means PENDAX technology, an aggregated library of simplified cryptocurrency exchange and financial institution interface commands which is an informational service that provides trading capabilities (most distinctively for products like Compendium), which may include object code, software libraries, software tools, sample source code, published specifications, and documentation. PENDAX SDK shall include any future, updated, or otherwise modified version(s) thereof furnished by Compendium (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 other products.

2) Grant of License

2.1. Subject to the terms of this Agreement, Compendium 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 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 resale/redistribution reasons without a separate agreement entered upon by both parties.

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

2.4. Representations. Both parties to this Agreement are duly organized and validly exist in good standing with all requisite power and authority to enter into this Agreement and conduct its business as is now being conducted. It is observed that neither party is identified on, or engages in any transactions with anyone listed on any sanctions lists maintained by the U.S. Department of the Treasury's Office of Foreign Asset Control ("OFAC") and can produce Articles of Incorporation and Significant Shareholder List on demand in case of investigation. Any party in sanctioned jurisdictions, or on specific sanction lists, shall not receive a valid license to use any Compendium or PENDAX-related products, APIs, or SDKs.

2.5. Independent Contractor Relationship. The relationship between the parties is that of independent contractors. Nothing in this agreement shall be manipulated to create a representation of a relationship like a 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 SDK or 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 SDK or API or any part thereof or otherwise reduce the SDK or 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. 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 Compendium, Compendium / PENDAX 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.

3.4. Transfer and Processing Data. Licensees understand and agree to the fact that data may be transferred through servers in multiple jurisdictions (where you may not have the same rights and protections as you do under local law) while utilizing the PENDAX-hosted API and related services.

3.5. Third-Party Software. Licensee acknowledges that effective utilization of the API and/or PENDAX SDK may require the use of a development tool, compiler, and other software or technology of third-party providers ("Third-Party Software"). Licensee is solely responsible for supplying and procuring any necessary complimentary software and their necessary licenses for use thereof. Compendium makes no representation or warranty concerning Third-Party Software and shall have no obligation or liability with respect to Third-Party Software.

3.6. Ecosystem Integration Terms of Service. PENDAX and Compendium products link together several different platforms. Any Licensee also accepts the terms of service and usage agreements for any and all platforms they may interact with through the Compendium or PENDAX API/SDK. Licensee will be required to stop all utilization of all products for illegal or implementations that break these terms of service agreements.

3.7. No right is granted to Licensee to sublicense its rights hereunder. All rights not expressly granted are reserved by Compendium and, except as expressly set forth herein, no license is granted by Compendium under this Agreement directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark, or other intellectual property rights of Compendium. Nothing herein shall be deemed to authorize Licensee to use Compendium`s trademarks or trade names in Licensee's advertising, marketing, promotional, sales, or related materials unless otherwise agreed upon separately through official communication channels. Compendium reserves all rights not otherwise expressly granted in this Agreement.

4) Ownership

4.1. As between Compendium and Licensee, Compendium and/or its licensors shall own and retain all proprietary rights, including all patent, copyright, graphics, images, trade secrets, trademarks, and other intellectual property rights, in and to the PENDAX API and SDK. This also includes ownership of any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and Licensee hereby irrevocably transfers, conveys and assigns to Compendium all of its right, title, and interest therein. Compendium 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 PENDAX API or SDK, but only a right of limited use under the terms and conditions of this Agreement.

5) Confidentiality

5.1. The PENDAX API and SDK contain valuable proprietary information and trade secrets that will remain the property of Compendium. You shall protect the confidentiality of, and avoid disclosure and unauthorized use of, the PENDAX API or SDK.

6) Fees, Payments, And Access

6.1. Compendium may charge for usage of our hosted PENDAX APIs to pay for underlying infrastructure costs and other related company expenses. Compendium reserves the right to change the charge fee for use or access to the PENDAX API. Access to the hosted PENDAX API is determined through authorization keys documented alongside the hosted PENDAX API literature.

Compendium also reserves the right to charge fees for all other PENDAX products in the future. If Compendium decides to charge for access to related PENDAX products, you do not have any obligation to continue to use such products.

6.2. Compendium reserves the right to change the method of access to the PENDAX API or SDK at any time to ensure the safety and security of the encompassing ecosystem environment. In the event of degradation or instability of Compendium's systems or in an emergency, you acknowledge and agree that Compendium may, in its sole discretion, temporarily suspend your access to the API or SDK in order to minimize threats and to protect the operational stability/security of the PENDAX and Compendium system.

6.3. Users may need to register with integrated exchanges, and pass all necessary KYC/AML procedures, in order to take full advantage of trading capabilities provided by the PENDAX API and SDK. Compendium has no control over the decisions of integrated exchanges and third-party platforms. Usage of PENDAX does not guarantee a valid account status on integrated exchanges and third-party platforms.

7) No Warranties

7.1. The hosted PENDAX API, SDK, Github examples, and documentation are provided "AS-IS" without any warranty whatsoever, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement to the full extent allowed by law, all of which are expressly disclaimed.

7.2. No advice, information, or examples, whether oral or written, are obtained by you from Compendium or through, or from, the PENDAX API/SDK shall create any warranty not expressly stated in this agreement. Compendium does not warrant that the API, SDK, Examples, or Documentation are suitable for licensee's use, that the API, SDK, Examples, or Documentation are without defect or error, that operation will be uninterrupted, or that defects will be corrected. Furthermore, Compendium makes no warranty regarding the results of the use of the PENDAX API, SDK, Examples, and Documentation.

8) Support

8.1. Compendium will not provide any dedicated support for the hosted PENDAX API or SDK under this Agreement. Nothing herein shall be construed to required Compendium to provide consultations, support services or updates, upgrades, bug fixes, or modifications to the PENDAX API or SDK. Public discussion channels are currently provided on our official Discord server, however, we do reserve the right to change communication channels at any time. Compendium will promptly respond to inquiries from you, or any user, with respect to the hosted API services and will continue to implement systems that ensure any user of the API is treated with the same fairness and good faith as any other user of the API.

9) Limitations of Liability

9.1. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING LICENSOR’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF LICENSOR TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF $100. 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 Compendium 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 Compendium / PENDAX is provided "AS IS" and on an "AS AVAILABLE" basis, without warranties of any kind from Compendium / PENDAX, either expressed or implied. To the fullest extent possible pursuant to applicable law, Compendium 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 Compendium or its affiliates shall be deemed to alter this disclaimer by Compendium of warranty regarding the API or SDK or the agreement, or to create any warranty of any sort from Compendium and/or related parties.

11.2. Compendium disclaims any responsibility for any disclosure of information or any other practices of any third-party API provider. Compendium 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 providers.

12) Term Of Agreement & 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 Compendium / PENDAX and its suppliers for damages or losses caused by your non-compliance. The waiver by Compendium 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 [e-mail].

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 the Compendium team upon the termination of this License.

12.5. Compendium shall have the unlimited 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 Compendium and your obligations contained in this Agreement survive any expiration or termination of this Agreement.

13) Applicable Law & Arbitration

13.1. Licensee and Compendium 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 THE LICENSEE FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.

13.2. Licensee and Compendium agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Compendium shall be sent to [e-mail].

13.3. The Licensee and Compendium 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 Saint Vincent & The Grenadines. 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. Compendium 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 Compendium 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 Saint Vincent & The Grenadines, 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 Compendium will not commence against the other a class action, class arbitration, or representative action or proceeding.

14) Changes To The 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 official Compendium Trading Tools Discord Server at least 5 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 Compendium. 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.