Totle - API End User License Agreement

This End-User License Agreement (“EULA”) between you and the company or entity that you represent (“You” or “Your”) and Totle, Inc. and its affiliates (as applicable, “Totle”) and governs Your access and use, in whole or in part, of the Totle’s application programming interface (“Totle APIs”) and related API specifications, which includes specification documents and may include associated media, printed materials, and online or electronic documentation and data (“API Specifications,” and together with the Totle APIs, collectively, the “API Materials”). By downloading, accessing or using the API Materials, You hereby agree to the terms of this EULA. If You are using the API Materials on behalf of an entity, You represent and warrant that You have full legal authority to bind that entity to this EULA, and by accepting the EULA or downloading, accessing or using the API Materials, You are doing so on behalf of that entity,and all references to You or Your in the EULA refer to that entity. If You do not agree to all the terms of this EULA, do not download, access, or use the API Materials.
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You agree to use the API Materials solely for the following purpose (the “Purpose”): you will use the API Materials solely for developing an electronic connection that will provide enhanced routing logic to certain digital-asset exchanges (“Totle Connectivity Services”).
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Totle grants you the following rights provided you comply with all terms and conditions of this EULA

• API MATERIALS.

  • The API Materials consist of detailed technical specifications and other information required for developing a connection to the Totle API for use of the Totle Connectivity Services.
  • You may make and use an unlimited number of copies of the API Materials solely for the Purpose. You agree not to disclose, reproduce, summarize or distribute the API Materials except in good faith pursuant to your business relationship with Totle in furtherance of the Purpose, and only as provided hereunder.
  • Totle reserves the right, at its sole discretion, to change, enhance or otherwise modify the APIMaterials and Totle Connectivity Services at any time. Totle will use commercially reasonableefforts to provide notice to you (which may be via electronic methods such as email or postingon any Totle site) upon implementation of any such changes, enhancements or other modifications. Within a reasonable amount of time, you must obtain and use the most recent version of the API Materials, including support for new features, in order to continue to use the Totle Connectivity Services.
  • The current versions of the API Materials are available at the application website designated by Totle from time to time, including https://totle.com/docs/ and/or http://developers.totle.com/ (“Application Website”).
  • You are solely responsible for all costs and expenses you may incur in building your connection and using the API Materials or Totle Connectivity Services.
  • You warrant that your use of the API Materials and Totle Connectivity Services complies with all applicable law, including applicable securities laws.
  • You warrant that you will not use the Totle Connectivity Services in connection with any transactions of Digital Assets, other than those Digital Assets expressly permitted by Totle (asset forth on the Application Website). For purposes of this Agreement, “Digital Assets” meansany cryptocurrencies, decentralized application tokens, protocol tokens and other cryptofinance coins, tokens and digital assets and instruments that are based on blockchain, distributed ledger or similar technologies, and derivative financial products based on the same.
  • Access to the API Materials or development of an application or connection does not guarantee access to or use of the Totle Connectivity Services.

• INTELLECTUAL PROPERTY.

  • OWNERSHIP. Totle is the owner of the System, anything and everything on its side of the connection, the Confidential Information (defined below) of Totle and all related intellectual property (including, without limitation, the Totle Marks, defined below) (collectively, the “Totle Intellectual Property”). The “System” means the software, databases, products, and other components that make up the service, including the Totle Connectivity Services and other services, that is marketed or otherwise provided by Totle. Totle reserves all rights to the TotleIntellectual Property not expressly granted in this EULA. You agree not to: (a) use, or permit the use of, Totle’s Intellectual Property in a manner not expressly authorized by this EULA (unless expressly authorized by another applicable agreement between you and Totle), (b) encumber the Totle Intellectual Property in any way, (c) damage, misuse, disassemble, reverse engineer or otherwise modify, tamper with, or attempt to decrypt the Totle Intellectual Property, (d) access data not intended for the Purpose, (e) attempt to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without prior written authorization from Totle, (f) attempt to interfere with the Totle Connectivity Services or any other user of the API Materials, including without limitation by use of a virus or other malicious code, or (g) make any other illegitimate use of the API Materials or Totle Connectivity Services. You will not attempt to patent an invention, register copyrighted work, or obtain any other intellectual property right that is part of the Totle Intellectual Property. Youwill reimburse Totle for all costs and expenses of any legal proceeding instigated in connection with any such attempt, or any that are incurred by Totle in connection with any attempt to enforce the provisions of this paragraph.

  • LIMITED TRADEMARK LICENSE. The “Totle Marks” mean the Totle logo and any other logos Totle may provide in connection with this EULA. Subject to the terms of this EULA, Totle grants you a non-exclusive, non-transferable, limited, royalty-free license to use the Totle Marks solely to identify that you utilize Totle Connectivity Services. You acknowledge that:

    • Totle is the sole owner of the Totle Marks and the sole beneficiary of the goodwill associated with your use of the Totle Marks.
    • You will not acquire any right, title or interest in the Totle Marks because of your use of the Totle Marks.
    • You will not register, adopt or use any name, trademark, domain name or other designation that includes all or part of any Totle Mark, or any term that is confusingly similar to an Totle Mark, or a translation or transliteration of an Totle Mark.
    • You may use the Totle Marks only: (i) in the form provided by Totle; (ii) for purposes as set forth above; and (iii) in accordance with the terms of this EULA.
    • You will not advertise any product or service with a Totle Mark without Totle’s prior written consent.
    • You will comply with all applicable laws, rules, and regulations.
    • You may not use any of the Totle Marks in connection with the transmission or distribution of unsolicited commercial email or in any manner that would violate local law or custom or conflict with Totle policies.
  • NOTICES. You must not remove any copyright, trademark or patent notices contained in or on any Totle materials. You must include Totle’s copyright notice on the labels for any tangible media containing licensed Totle technology and on any documentation for licensed Totle technology, including on-line documentation. You must use the appropriate trademark, licensed Totle technology descriptor and trademark symbol (either “™” or “®”), and clearly indicate Totle’s (or Totle suppliers’) ownership of trademark(s) whenever a licensed Totle technology name is first mentioned in any advertisement, brochure or in any other manner in connection with any licensed Totle technology.

• NO WARRANTIES; LIMITATION OF LIABILITY.

  • TOTLE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SYSTEM OR TOTLE CONNECTIVITY SERVICES. TOTLE MAKES NO WARRANTY THAT (I) THE
  • TOTLE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SYSTEM OR TOTLE CONNECTIVITY SERVICES. TOTLE MAKES NO WARRANTY THAT (I) THE TOTLE CONNECTIVITY SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE TOTLE CONNECTIVITY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM USE OF THE TOTLE CONNECTIVITY SERVICES WILL BE ACCURATE OR RELIABLE; OR (IV) THAT ANY ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE ALL TOTLE INTELLECTUAL PROPERTY AND TOTLE CONNECTIVITY SERVICES MADE AVAILABLE UNDER THIS EULA IS FURNISHED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, TOTLE DISCLAIMS ALL WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES AND CONDITIONS ARISING FROM A COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. IN NO EVENT WILL TOTLE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS EULA, ANY TOTLE INTELLECTUAL PROPERTY, TOTLE CONNECTIVITY SERVICES, OR FOR ANY INFORMATION, PRODUCT OR SERVICE OBTAINED THROUGH TOTLE, THE SYSTEM, THE TOTLE CONNECTIVITY SERVICES, THE TOTLE INTELLECTUAL PROPERTY OR OTHERWISE ARISING OUT OF THE USE OF ANY OF THESE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF TOTLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOTLE IS NOT LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY SORT RESULTING FROM ANY DECISION BY TOTLE TO REJECT OR TERMINATE YOUR CONNECTION. IN THE EVENT THE LIMITATIONS IN THE SECTION ARE HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, TOTLE’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO $50.00.
  • YOU ACKNOWLEDGE AND AGREE THAT BY USING THE TOTLE CONNECTIVITY SERVICES, API SPECIFICATIONS OR API MATERIALS, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE THEREOF. UNLIKE BANK ACCOUNTS OR ACCOUNTS AT SOME OTHER FINANCIAL INSTITUTIONS, CRYPTOCURRENCIES ARE UNINSURED UNLESS YOU SPECIFICALLY OBTAIN PRIVATE INSURANCE TO INSURE THEM. THUS, IN THE EVENT OF LOSS, THERE IS NO PUBLIC INSURER, SUCH AS THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR PRIVATE INSURANCE ARRANGED BY US, TO OFFER RECOURSE TO YOU. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY LOSE SOME OR ALL OF YOUR FUNDS AND THE FUNDS OF YOUR CLIENTS. CRYPTOCURRENCIES ARE A NEW AND UNTESTED TECHNOLOGY. IN ADDITION TO THE RISKS INCLUDED HEREIN, THERE ARE OTHER RISKS ASSOCIATED WITH YOUR USE OF TOTLE CONNECTIVITY SERVICES, API SPECIFICATIONS OR API MATERIALS, AND THE PURCHASE, HOLDING AND USE OF CRYPTOCURRENCIES, INCLUDING THOSE THAT TOTLE CANNOT ANTICIPATE. SUCH RISKS MAY FURTHER MATERIALIZE AS UNANTICIPATED VARIATIONS OR COMBINATIONS OF THE RISKS DISCUSSED HEREIN.
• CHANGE OR CANCELLATION OF THE TOTLE CONNECTIVITY SERVICES. Totle may change, suspend or discontinue all or any aspect of the Totle Connectivity Services, including its availability, at any time, and may suspend or terminate your use of the Totle Connectivity Services at any time. In addition, Totle may terminate the Totle Connectivity Services at any time, for any reason, or for no reason any action that reflects poorly on Totle or otherwise disparages or devalues Totle’s reputation or goodwill.
• TERMINATION. Totle may terminate this EULA at any time for any reason. Upon termination of this EULA, all licenses in this EULA will automatically terminate, and you will immediately cease to use all Totle Intellectual Property, immediately return to Totle all Totle property in your custody or control, and immediately return or destroy (and confirm in writing the return or destruction, at Totle’s option, of) all originals, copies, reproductions, translations, compilations, notes and written summaries of the Confidential Information of Totle. Provisions related to limitation of liability, intellectual property ownership, and confidentiality shall survive termination of this EULA along with any other provisions which by their nature are intended to survive.
• INDEMNIFICATION. You will, at your expense and on Totle’s request, hold harmless, indemnify and defend Totle or any of its directors, employees, or agents, against any third-party claim or action brought against any of them, arising from or relating to your use of the API Materials or Totle Connectivity Services, breach of this EULA, or for your fraud, gross negligence or willful misconduct.
• CONFIDENTIALITY. Without the express written consent of the disclosing party, no party shalldisclose or allow the disclosure to any third party, or use other than as specifically permitted in this EULA, any confidential, proprietary or trade secret information (“Confidential Information”) of such disclosing party. A party shall not be liable for the disclosure of Confidential Information of the other party if such information (i) becomes publicly available without the receiving party’s breach of any obligation owed to the disclosing party, (ii) became known to receiving party prior to disclosing party’s disclosure of such information, (iii) became known to receiving party from a source other than disclosing party where such source did not breach an obligation of confidentiality owed to disclosing party, (iv) is independently developed by the receiving party, or (v) is required to be disclosed by law.

• DATA PROTECTION; PCI COMPLIANCE.

  • You will (i) comply with all laws applicable to Personal Data of users including those pertaining to data privacy with respect to the information that you collect or receive pursuant to this EULA; (ii) implement and maintain appropriate and reasonable technical and organizational security measures to protect such Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and prevent a Personal Data security breach relating to such data; (iii) safely secure and encrypt all credit or other payment card data; and (iv) promptly notify Totle upon obtaining actual knowledge of any security breach involving Personal Data or payment card data and assist and cooperate concerning any disclosures and other remedial measures as required under applicable law. Such security measures shall also include notification of Totle no later than 24hours from the time of obtaining actual knowledge of any loss, unauthorized use or access or,or other act or omission that compromises the security, confidentiality or integrity of Personal Data. “Personal Data” means any information that can be used to identify, locate, or contact an individual, including: (a) first and last name; (b) home or other physical address; (c) telephone number; (d) email address or online identifier associated with an individual; (e) Social Insurance Number, passport number, driver’s license number, or similar identifier, or credit or debit card number; or (f) any other information relating to an individual, including itinerary information, cookie information and usage and traffic data or profiles, that is combined with any of the foregoing.
  • You acknowledge that if you are a service provider under PCI-DSS for purposes of this EULAand that you are responsible for the security of cardholder data that you possess, store, process, or transmit and will comply with the PCI DSS as issued by the PCI Security Standards Council, as updated from time to time. Upon request by Totle, and no more than one time per year, you will provide a current version of their PCI-DSS attestation of compliance.
• MISCELLANEOUS. You may not assign your rights or obligations under this EULA, in whole or in part, directly or indirectly, by operation of law or otherwise to a third party without the priorwritten consent of Totle. Each party will act as an independent contractor and not as an agent of the other party for any purpose. Any waiver or modification of this EULA must be in writing and signed by Totle to be effective. If any provision of this EULA is determined to be invalid, unenforceable or otherwise illegal, such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the EULA shall be in full force and effect. This EULA constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral or written communications and agreements between the parties with respect to the subject matter of hereof. This EULA is governed by Michigan law without giving effect to any conflict oflaw principles. Each party consents to the exclusive jurisdiction and venue of the courts in Michigan for all disputes arising out of or relating to this EULA.