These API Key Terms of Use (the “Agreement”) apply to your participation in the use of API keys on the PrimaX platform.
This Agreement becomes effective upon your first use of the API keys, your confirmation of consent to these terms, or upon receipt of notice of these terms (as determined by PrimaX, including by your clicking an “Agree” or similar button in the relevant submission fields related to this Agreement).
This Agreement should be read together with the PrimaX Terms of Use, which may be amended from time to time (“PrimaX Terms of Use”). In the event of any conflict or inconsistency between the provisions of this Agreement and the PrimaX Terms of Use, the provisions of this Agreement shall prevail with respect to the services covered herein, unless otherwise expressly stated in this Agreement. Unless otherwise stated herein, the PrimaX Terms of Use remain unchanged. Capitalized terms in this Agreement shall have the meaning defined in the PrimaX Terms of Use, unless otherwise defined herein.
• “API Key(s)” has the meaning set forth in Section 2.
• “PrimaX Technology” means the API Keys and any proprietary PrimaX technology, including without limitation any software, processes, scripts, algorithms, user interfaces, know-how, technology, designs, and/or other tangible or intangible technical materials or information provided by PrimaX to you during the Term, together with all updates thereto and all intellectual property rights therein.
• “Intellectual Property Rights” means patents, utility models, invention rights, copyrights and related rights, trademarks and service marks, trade names and domain names, rights in trade dress and brand style, goodwill, the right to bring actions for passing off or unfair competition, design rights, rights in computer software, database rights, rights to use and protect confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case registered or unregistered, including all applications and rights to apply for and obtain, renewals or extensions thereof, priority rights, and all similar or equivalent rights or forms of protection now or in the future in any part of the world.
• “Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by any Sanctions Authority.
• “Sanctions Authority” means any competent sanctions authority, including the United States, the United Kingdom, the European Union, any EU member state, the United Nations and its Security Council, and the U.S. government along with any governmental agency of any such sanctions authority, such as the U.S. Department of State, the Office of Foreign Assets Control, and His Majesty’s Treasury.
• “Term” has the meaning set forth in Section 8.
• “Terms of Use” has the meaning set forth above.
API Keys are unique identifiers (using an API key, public key, private keys, and/or digital signature technology) that allow the holder of the API Key to programmatically access a PrimaX user account and related PrimaX platform features (“API Keys”). You are solely responsible for maintaining the security and confidentiality of your API Keys and for using them in accordance with Applicable Law. You may use the PrimaX platform to generate multiple API Keys with different access levels and permissions.
You acknowledge that PrimaX is not responsible for any activity occurring under any API Keys you use or generate, including without limitation unauthorized account access or use, data breaches, and/or loss of funds. You are solely responsible for any losses resulting from or related to, without limitation, any trading activity initiated using any API Keys you use or generate.
You must implement appropriate technical and organizational security measures to protect API Keys from loss, theft, hacking, and unauthorized disclosure or access, whether accidental or otherwise. You must promptly notify PrimaX of any loss, suspected, or actual misuse of API Keys.
By using API Keys, you authorize programmatic instructions issued by PrimaX in accordance with the permissions granted by the API Keys. You acknowledge and agree that any actions or instructions executed through the API Keys are solely your responsibility and that neither PrimaX nor its affiliates shall be liable for any losses or damages arising from such actions or instructions. You also acknowledge and agree that PrimaX may share or permit access to your personal data in accordance with your actions and instructions.
You further acknowledge that PrimaX is entitled to assume that any person accessing accounts using your assigned API Keys is authorized to act on your behalf. You will be responsible for any orders and transactions executed on the PrimaX platform using your API Keys, regardless of whether such orders/transactions were initiated by authorized persons or otherwise. PrimaX may, acting reasonably, suspend an API Key if it has reason to believe the security of your API Keys has been compromised.
Subject to the terms of this Agreement, PrimaX hereby grants you a personal, limited, revocable, non-sublicensable, non-transferable, non-exclusive right and license during the Term to use the API Key(s) solely for integration with and use of the PrimaX platform in the intended manner as provided by PrimaX and in compliance with Applicable Law. PrimaX reserves all rights not expressly granted under this Agreement. You are not entitled to access the Source Materials (as defined below).
The license granted in this Section 3 is expressly conditioned on your compliance with the following restrictions and obligations:
During or after the Term, you shall not, directly or indirectly:
• reverse engineer, decompile, disassemble API Keys or API-related data, or otherwise attempt to discover source code, underlying structures, inventions, algorithms, know-how, or ideas of the API Keys or API-related data (collectively, “Source Materials”), except to the extent such restriction is prohibited by Applicable Law;
• modify, translate, or otherwise create derivative works, improvements, enhancements, or extensions of or related to the API Keys or API-related data, in whole or in part, unless expressly authorized in writing by PrimaX;
Access or attempt to access (including attempting to obtain the means of access) any personal data controlled by PrimaX;
• use API Keys other than in accordance with this Agreement and/or PrimaX’s written instructions and in compliance with all Applicable Laws, regulations, and Sanctions;
• otherwise use or exploit API Keys or related API data in any manner for any purposes other than those expressly permitted under this Agreement;
• challenge or contest (whether in court, reexamination, interference, or otherwise) the intellectual property rights in PrimaX Technology licensed by PrimaX under this Agreement (or any claims thereto);
• pledge or otherwise encumber API Keys or related API data;
• use or exploit API Keys for any unlawful or fraudulent purposes, including without limitation market manipulation, insider trading, front-running, pump and dump schemes, wash trading, and/or spoofing; or
• permit or assist any third party in engaging in any of the foregoing activities.
You acknowledge and agree that the use of API Keys carries certain risks and that you are responsible for ensuring that API Keys are not shared with third parties with whom you do not wish to share control over your PrimaX account. For clarity, you agree to treat your API Keys like a password and not to disclose them unintentionally. You acknowledge and accept all risks and potential losses arising from your use of API Keys, including without limitation unauthorized access, data breaches, and loss of funds. PrimaX, its affiliates, and successors shall not be liable for any losses or damages arising from the use of API Keys. You are solely responsible for managing your API Keys and taking appropriate measures to protect your accounts, including but not limited to the following:
• Use an API Key only for one specific purpose or application.
• Do not grant unnecessary API Key permissions.
• Do not leave unused API Keys enabled and promptly delete all unused API Keys.
• Use an IP whitelist for all your API Keys to prevent access from unwanted IP addresses.
• Do not embed your API Keys directly in source code or repositories that are publicly accessible or otherwise insecure.
• Do not store your API Keys in cloud storage.
• Do not share your API Keys with third parties with whom you do not wish to share account control.
• For enhanced security, we recommend using an RSA API key pair.
• If you determine that your API Key security is at risk or compromised, you may reasonably decide to delete them and generate new ones.
By using API Keys, you authorize programmatic instructions issued by PrimaX in accordance with the permissions granted by your API Keys. You acknowledge and agree that any actions or instructions executed using your API Keys are solely your responsibility, and that PrimaX (including, without limitation, its affiliates and successors) shall not be liable for any losses or damages resulting from such actions or instructions. You further acknowledge and agree that PrimaX may share or permit access to your personal data in accordance with your actions and instructions.
PrimaX may revoke or disable an API Key at any time, without prior notice, for any reason or no reason, at its sole discretion. You may also revoke or disable any API Key issued to you at any time in accordance with the procedures set forth by PrimaX from time to time.
For example, go to “Profile” → “API Management” and select “Delete” for the API Key you wish to revoke. Alternatively, select “Delete All APIs” to revoke all API Keys for your account.
7. Limitation of Liability
PrimaX shall not be liable for any indirect, incidental, special, or consequential damages, including, without limitation, lost profits, arising from the use of API Keys.
FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIMAX SHALL NOT BE LIABLE TO THE PARTICIPANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PrimaX’s liability shall be further limited as set forth in the Terms of Use.
Without prejudice to any other rights or remedies available to PrimaX under Applicable Law, you shall indemnify, defend, and hold harmless PrimaX, any PrimaX affiliate participating in the services provided under this Agreement, and their respective directors, officers, employees, and agents, to the fullest extent permitted by Applicable Law, from and against all claims, demands, losses, damages, penalties, costs, and liabilities of any kind that PrimaX, any participating PrimaX affiliate, and their respective directors, officers, employees, and agents may suffer or incur in connection with or arising from (i) any breach by you (and/or your authorized users) of your obligations under this Agreement, (ii) any breach by you (and/or your authorized users) of any Applicable Laws, Sanctions, regulations, or rights of any third party during the use of the services provided under this Agreement, or (iii) any willful misconduct, wrongful act, failure to perform, or omission by you or any of your officers, employees, and agents.
Without limiting the foregoing, you hereby agree to defend PrimaX and its affiliates, and their respective directors, officers, employees, and agents (each, a “Released Party”) to the fullest extent permitted by Applicable Law against any and all third-party claims, judicial or administrative orders, or legal proceedings brought or threatened against a Released Party in connection with your use or misuse of API Keys (each, a “Claim”), and you agree to indemnify and hold harmless the Released Party from any costs, losses, or damages incurred in connection with such Claim, including reasonable litigation and defense expenses.
Upon termination of this Agreement at any time in accordance with Section 8:
• all rights and licenses granted to you under this Agreement shall terminate and immediately revert to PrimaX, and you must immediately cease accessing and using the API Keys; and
• PrimaX shall not be liable for any damages, losses, or expenses of any kind incurred by the other party as a result of or in connection with the termination of this Agreement (or any part thereof), whether or not either party was aware of such damages, losses, or expenses.
PrimaX does not warrant that the operation of the API Keys will be uninterrupted or entirely error-free. Furthermore, PrimaX makes no warranties regarding the accuracy, suitability, reliability, completeness, or performance of the API Keys. You agree to use the API Keys at your own discretion and risk.
You acknowledge and agree that the API Keys are provided by PrimaX on an “as is” and “as available” basis without any representations or warranties (express or implied) to the extent permitted by law, including but not limited to warranties of non-infringement, satisfactory quality, fitness for a particular purpose, merchantability, compatibility, security, and accuracy.
In using the API Keys, you agree to comply with all applicable obligations under Applicable Law and the terms of this Agreement.
You shall not cause PrimaX to violate its obligations under any Applicable Law or to any regulatory authority. To the reasonable satisfaction of PrimaX, you shall provide all support and information in connection with the use of the API Keys that PrimaX reasonably requires to fulfill its obligations under any Applicable Law or to any regulatory authority.
You shall not permit access to the PrimaX platform from Iran, North Korea, or any countries subject to sanctions.
At any time, upon PrimaX’s reasonable request, you shall certify in writing to PrimaX that you are, and since the last such certification have been, in full compliance with your obligations under this Section 10, and you shall provide evidence of such compliance as PrimaX may reasonably request.
PrimaX may amend this Agreement at any time without prior notice by posting the amended terms on its website. You are responsible for periodically reviewing this Agreement for any changes. Continued use of the API Keys after any such amendments shall constitute your acceptance of the amended terms and conditions.
These terms and conditions constitute the entire agreement between you and PrimaX with respect to the use of API Keys, and unless otherwise agreed, these terms supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and PrimaX.