This API License Agreement (this "Agreement") is a contract between you, as
Licensee ("You" or "Licensee") and Odem House OÜ and applies to your use of
the Tokenexus API service (the "Service"). IF YOU DO NOT AGREE TO BE BOUND
BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS
OUR SERVICES. INSTEAD, IF YOU WISH TO MODIFY THESE TERMS PRIOR TO USING OR
ACCESSING OUR SERVICES, PLEASE CONTACT US AT SUPPORT@TOKENEXUS.COM.
In this Agreement, "you" or "your" means any person or entity using the
Service. Unless otherwise stated, "Tokenexus," "we" or "our" will refer
collectively to Odem House OÜ. This Agreement is effective as of the date
you first access, download or use the API, or clicks the Acceptance button
("Effective Date"), until the time it is terminated. This Agreement
your use of the Tokenexus Service.
1. Licenses and Restrictions
1. API License. Subject to the terms and conditions of this
Agreement, Tokenexus hereby grants to you a non-exclusive,
non-transferable, non-sublicense-able, limited license to use the
Application Programming Interface ("API License") solely in
accordance with this Agreement. You may do the following under this
Access information provided by Tokenexus via the API
("Database") only in the manner permitted by Tokenexus;
Retrieve public information about the Cryptocurrency
Tokenexus, including transaction history, balances,
addresses, aggregate statistics;
Receive notifications about payments to particular
Observe transactions on the network in real time
Retrieve current Cryptocurrency market prices
Send Cryptocurrency, generate addresses and private keys,
generate and modify
Query the Database, execute transactions and retrieve
therefrom information necessary to facilitate the Permitted
Use provided for in this Section; such information stored
and/or retrieved in the Database (but exclusive of your
information not accessed by the API)
is defined as "Content"
Abide by this and all other agreements you have or will
enter into with Tokenexus
Any combination of the foregoing bulleted subsections above are "Permitted
Use." Permitted Use is subject to all restrictions identified herein. We
will provide to you a key (the "Key") that will permit you to use the API.
The Key is the property of Tokenexus and may be immediately revoked or
terminated by Tokenexus, including your use of the Content or Database in
any way not expressly permitted or granted under this Agreement. A "Third
Party Service Provider" is any third party service provider who is
reasonably needed to undertake the Permitted Use of this Agreement and who
is subject to all restrictions herein, including confidentiality provisions
at least as restrictive as those set forth in Section 7 ("Confidential
2. General License Conditions and Restrictions. You shall neither
use the Database or the API in any way not expressly permitted or
granted under this Agreement, nor
use any alternative means such as robots, spiders, scraping or
other technology to
access, query, or use www.Tokenexus.com, or any other web site
owned or operated by Tokenexus or any of its affiliates or
subsidiaries (the "Tokenexus Site"), Database,
Content, or API to obtain any information, other than as provided
by Tokenexus to you pursuant to this Agreement. You may not
distribute, facilitate, enable or allow access or
linking to the Tokenexus Content or Database from any location or
source other than
your Site. You shall not permit or enable third parties to copy or
Content from your Site in any unauthorized manner including, but
not limited to, the use of using robots, spiders, scraping or any
other technology. Following expiration or
termination of this Agreement, you shall not use (or facilitate use
of) any alternative
means such as robots, spiders, scraping or other technology to
access, query, or use the Tokenexus Site, Database, Content, or API
to obtain any information. In case of any violations to this
restrictions we may terminate The Key and availability of API.
3. Restrictions and Conditions on Use. You agree that you shall not
use the API, Database, or Tokenexus Content, or permit same to be
used in any manner, whether directly or
indirectly, that would (i) permit the disclosure of the API,
Database, or the Tokenexus
Content (other than Tokenexus Content authorized by this Agreement
to be Publicly
Displayed as defined hereunder), to, or the use of the API,
Database, or the Tokenexus
Content by, anyone other than your employees or Third Party Service
Providers, or (ii)
enable the API to be used in any location other than your Site
otherwise has agreed in writing in advance). Specific Prohibitions:
anything contrary in this Agreement, you are specifically
prohibited from doing any of
You shall not sell, transfer, sublicense, or disclose your
Key or any credentials provided
by Tokenexus to any third party (other than Third Party
You shall not sell, transfer, sublicense and/or assign any
interest in the Tokenexus
You shall not transmit, facilitate, enable or otherwise
provide the Tokenexus Content or
the API to any third parties not expressly authorized by
You shall not modify, decompile or otherwise alter the API;
You shall not engage in phishing attacks or any activity
associated with malware;
You shall not make requests to the API that are, in our
sole discretion, excessive;
You shall not use the API to discover undocumented calls or
other functionality of the
You shall not use the API to discover private information
about other users;
You shall not use the API to discover private information
about our System;
You shall not circumvent or attempt to circumvent any
limitations on API requests we
put in place; and
You shall not commercialize (i.e., sell, rent, or lease),
copy, store or cache the Tokenexus Content, other than for
the purposes allowed by this Agreement, or use or access
Database, Content or the API in a manner inconsistent with
the terms of this Agreement.
4. Certification. Your use of the Tokenexus Content and
participation in the API may be
dependent upon the certification by Tokenexus or an independent
designated by Tokenexus of your technology in accordance with the
stability guidelines and the display and use of the API and
Tokenexus Content in
accordance with this Agreement ("Certification"). You shall be
responsible for all costs
associated with Certification and any modification necessary to
meet the Certification
criteria. Future modifications of your Site, use or display of the
Tokenexus Content or
API are subject to re-Certification. Failure by you to obtain and
maintain Certification is
cause for immediate termination of this Agreement.
5. Display of Tokenexus Content. You may only display the Tokenexus
accordance with the following guidelines: You shall not under any
circumstances display or cause another to display specific
Tokenexus User information in a Public Display;
provided however, You may provide specific Tokenexus User
information to the
Tokenexus User for Private Display for such Tokenexus User. "Public
Display" is defined
as the display of the Tokenexus Content to anyone other than the
creator, or developer of such content. "Private Display" is defined
as the display of the
Tokenexus Content to a particular Tokenexus User relating only to
User's Tokenexus activities;
6. Prohibited Functions. Unless otherwise stated, all new Tokenexus
User registrations on items shall take place on the Tokenexus Site
and cannot be done through the API. In
addition, all Tokenexus User preferences, registration preferences,
preferences shall be set by the Tokenexus User directly on the
2. Content and Intellectual Property Licenses.
1. Content and IP Ownership. Except as otherwise provided in this
between Tokenexus and You, Tokenexus retains all rights, title and
interest in and to all
intellectual property rights (including without limitation all
patent, trademark, copyright, trade dress, trade secrets, database
rights and all other intellectual property rights)
embodied in or associated with the API, Tokenexus Content,
Tokenexus Site and any
and all Tokenexus services, technology and any content created or
derived there from.
There are no implied licenses under this Agreement, and any rights
granted to you hereunder are reserved by Tokenexus or its
suppliers. You shall not take any action inconsistent with
Tokenexus's ownership of the API, and/or Tokenexus
Content. You shall not exceed the scope of the licenses granted
2. Limits on Sublicensing. All license rights (under any applicable
right) granted herein are not sublicenseable, transferable or
assignable, except as
otherwise provided herein.
3. Uptime. Tokenexus does not guarantee that the Tokenexus Site or
Content shall be available twenty-four hours a day.
3. Term and Termination.
1. No Notice. Tokenexus may terminate this Agreement at any time
notice for any reason and without notice to you.
2. Survival. The following Sections of the Agreement shall survive
any termination of this Agreement: the following sections under
Section 1.2 ("General License Conditions and
Restrictions"), Section 1.3 ("Restrictions and Conditions of Use"),
Section 2 ("Content and Intellectual Property Licenses"), Section
3.2 ("Survival"), Section 6 ("Representations and Warranties"),
Section 7 ("Confidential Information"), Section 8 ("Limitation of
Section 9 ("Indemnification"), and Section 10 ("General").
3. Effects of Termination. Upon termination of this Agreement, you
shall no longer log in with your Key and all licenses granted
hereunder shall terminate unless such licenses are expressly stated
as surviving; provided further, you shall provide proof to
the destruction of any Tokenexus Content or Customer Information
within three (3) days of such expiration or termination.
4. Security and Stability.
You acknowledge that it is in the best interests of both parties
that Tokenexus maintains a secure and stable environment; to that
end, Tokenexus reserves the right to change
the method of access to the API, Database and/or Tokenexus Content
at any time. You
also agree that, in the event of degradation or instability of
Tokenexus's system or an
emergency, Tokenexus may, in its sole discretion, temporarily
suspend your access to
the API, Database and/or Tokenexus Content under this Agreement in
order to minimize threats to and protect the operational stability
and security of the Tokenexus system.
5. Disclaimer of Tokenexus Warranties.
ACCESS TO THE DATABASE AND YOUR USE OF THE API IS PROVIDED
HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. EXCEPT
AS EXPRESSLY STATED HEREIN, TOKENEXUS DISCLAIMS ALL WARRANTIES AND
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. TOKENEXUS DOES NOT REPRESENT OR WARRANT
TOKENEXUS SITE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. You
acknowledge that you have not entered into this Agreement in
reliance upon any warranty or representation.
6. Representations and Warranties.
You represent and warrant that you shall at all times comply with
all laws and regulations applicable to your products and/or
services, related promotional activities and its
performance under this Agreement.
7. Confidential Information.
1. Confidential Information. Confidential Information Defined.
Tokenexus's "Confidential Information" is defined as any
confidential or proprietary information which is disclosed to you
in a writing marked "Confidential" or, if disclosed orally, is
confidential at the time of disclosure and is subsequently reduced
to a writing marked "Confidential" and delivered to the other party
within ten (10) days of disclosure, or
disclosed through the API. The terms of this Agreement, Tokenexus
Content, Database, Services, Technology, the API, your User ID, and
Customer Information (including user
IDs, passwords, and any account information) shall be deemed
Confidential Information regardless of whether marked
2. Licensee Obligations. You shall hold Tokenexus's Confidential
confidence and shall not disclose such Confidential Information to
third parties nor use Tokenexus's Confidential Information for any
purpose other than as required to perform under this Agreement.
Where Confidential Information is required to be disclosed by a
court, government agency, regulatory requirement, or similar
you shall immediately notify Tokenexus upon learning of the
existence or likely
existence of such requirement and shall use reasonable efforts to
avoid such disclosure and, if necessary, use reasonable efforts to
obtain confidential treatment or protection
by order of any disclosed Confidential Information. Notwithstanding
provision in Section 15 ("Notice"), notification to Tokenexus under
this Section 7.2 should be provided by personal delivery on a same
day. Your obligations hereunder shall
survive the termination of this Agreement for a period of five (5)
3. Return of Confidential Information Upon Termination. Upon
termination of this
Agreement, you shall return to Tokenexus within three (3) days all
Information and all documents or media containing any such
and any and all copies or extracts thereof.
4. Competitive or Similar Materials. Notwithstanding the foregoing,
in no event shall
Tokenexus be precluded from discussing, reviewing, developing for
developed, acquiring, licensing or developing for third parties, as
well as marketing and/or distributing, materials which are
competitive with your products and/or services
(collectively, "your Products"), irrespective of their similarity
to current Products or your Products that may be developed
8. Limitation of Liability.
TOKENEXUS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER
NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER
FORM OF ACTION) ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, EVEN IF
TOKENEXUS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You shall indemnify Tokenexus against any and all claims, losses,
liabilities, costs and
expenses, including reasonable attorneys' fees (collectively,
"Claims") which Tokenexus may incur as a result of any third party
actions arising from or relating to: (1) Your or
Third Party Service Provider's use of the API, the Tokenexus
Content, Database, Services or Technology in excess of the rights
granted hereunder or (2) Content, Database,
Technology, or Services provided by You or others on your behalf.
1. Governing Law; Venue. This Agreement shall be construed in
accordance with and
governed exclusively by the laws of Luxembourg applicable to
agreements made among Luxembourg residents and to be performed
wholly within such jurisdiction, regardless of such parties' actual
domiciles. You agree that any cause of action arising under this
Agreement shall be brought exclusively in a court in Luxembourg.
You shall not make any public statement regarding the terms of this
Agreement, any aspect thereof, or the API without Tokenexus's prior
written approval which may be
withheld at its sole discretion.
12. Independent Contractors.
This Agreement does not create, and nothing contained in this
Agreement shall be
deemed to establish, a joint venture between the parties, or the
relationship of employer-employee, partners, principal-agent, a
fiduciary relationship or the like.
You may not assign rights nor delegate duties hereunder without
written consent, which may be withheld at its sole discretion.
If any provision herein is held to be invalid or unenforceable for
any reason, the
remaining provisions shall continue in full force without being
impaired or invalidated in any way.
Any notice under this Agreement shall be in writing and delivered
by confirmed e-mail. Notices shall be sent to a party at its
address set forth above or such other address as
that party may specify in writing pursuant to this Section 15, or
to the email address you
16. Entire Agreement; Waiver.
This Agreement sets forth the entire understanding and agreement of
the parties regarding the API, and supersedes any and all oral or
written agreements or understandings between the parties, as to the
API, except to the extent that it incorporates Tokenexus's
User Agreement, Privacy and Acceptable Use Policies as described
herein. The waiver of a breach of any provision of this Agreement
shall not operate or be interpreted as a
waiver of any other or subsequent breach.
Tokenexus is owned and operated by Odem House OÜ in Estonia, registered and operational address: Mustamae tee 163-38, Tallinn, Estonia.