Terms and Your Acceptance
Acceptance and Scope
These Application Programming Interface (“APIs”) Terms and Conditions of Use (“API Terms”) set forth the terms and conditions for using the NDAX APIs and content available from the NDAX APIs. Undefined capitalized terms used herein shall have the definitions as set forth in our User Agreement. By using the NDAX APIs, you agree to these API Terms without modification and enter into a binding contract with NDAX, which will be applicable when and if you use the NDAX APIs. If you do not agree to the API Terms, you may not access or use the NDAX APIs.
- “Services” are NDAX’s products, features and offerings available (a) online through various NDAX properties including without limitation, cryptocurrency exchange platform, fiat currency to cryptocurrency exchange platform, cryptocurrency to fiat currency exchange platform, trading tools, graphs, charts, and an online blog (“Site(s)”); (b) off platform, including without limitation; and (c) through mobile applications, webpages, application programming interfaces, and subdomains (“Applications”). (a), (b), and (c) are collectively referred to as “NDAX Properties” or our “Services”
- “Brand Features” are the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party;
- “User,” “Users,” “you” or “your” are considered any Organizers and third parties using our Services;
- “Site Content,” or “Content” is the material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content contained in or delivered via the Services or otherwise made available by NDAX in connection with the Services;
- “Personal Data” is information that can be associated with or which relates to a person and/or could be used to identify a person;
- “Organizers,” event creators using the Services to create events displayed on the Services for consumers using our Services (a) to consume information about or attend Events (“Consumers”), or (b) for any other reason.
- “Trademarks” are the trademarks, service marks and logos of NDAX.
When these API Terms use the term “NDAX,” “we,” “us,” or “our,” that refers to NDAX and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees.
Incorporation by Reference
These API Terms and the rights and obligations contained in these API Terms are in addition to and are incorporated into the NDAX User Agreement, which applies to all NDAX Users, by reference. Please read the User Agreement carefully, as it contains important provisions governing our relationship, including a disclaimer of warranties, and limitation of liability. Nothing in these API Terms shall be deemed to modify, waive, amend or rescind any other term of the User Agreement. In the event of a conflict, the User Agreement shall govern.
Modification of API Terms
We may change, add to or delete these API Terms or any portion thereof from time to time in our sole discretion. If we make a material change to these API Terms, we will endeavor to provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by other means. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the NDAX API. If any change is unacceptable to you, then your only recourse is to cease all use of the NDAX API. Your continued access or use of the NDAX API will mean that you agree to the updates and modifications.
Application and License
Subject to the terms and conditions herein, NDAX grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the NDAX APIs to develop, test and support your mobile applications, webpages, application programming interfaces, and subdomains (“Applications”) and to distribute or allow access to your integration of the NDAX APIs within your Application to end users of your Application, in each case, (a) in compliance with the User Agreement, including without limitation, these API Terms, and (b) to the extent permitted under all applicable local, state, provincial, national and other laws, rules and regulations. You have no right to distribute or allow access to the stand-alone NDAX APIs. All rights not expressly granted to you are reserved by NDAX.
Termination of License
You may terminate the license and your access to and use of the NDAX APIs by discontinuing use of all of the NDAX APIs and closing your API developer account. NDAX may terminate your access to and use of the NDAX APIs at any time, with or without notice, (a) for your violation or breach of the User Agreement, including without limitation, these API Terms; (b) for your misuse or abuse of the NDAX APIs; (c) if allowing you to access and use the Services would violate any applicable local, provincial, national and other laws, rules and regulations or would expose NDAX to legal liability; or (d) if NDAX suspends or discontinues any aspect of the NDAX APIs in accordance with these API Terms. Upon termination: (1) all rights and licenses granted to you will terminate immediately; (2) you will promptly destroy (or at NDAX’s election, return to NDAX), all NDAX Confidential Information in your possession or control; and (3) you must delete all Content stored pursuant to your use of the NDAX APIs and certify destruction in writing to NDAX within 30 days.
Your Obligations Post-Termination
Upon any termination of the API Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the NDAX Brand Features, and delete any cached or stored content that was permitted by the cache header under these API Terms. NDAX may independently communicate with any account owner whose account(s) are associated with your API and developer credentials to provide notice of the termination of your right to use an API.
Your Obligations and Restrictions
If you display or make available any Site Content regarding an event listing through your Application, your Application must display the event title and display a direct link to the NDAX webpage associated with that event on the Services. The link may not include a “no follow” attribute and must be reviewable by search engines.
You must use your own name, company name, logos, trademarks or app names in connection with your Applications and not the company name, logos, trademarks or app names of NDAX. You have no right or license to use the NDAX Trademarks (as defined in the User Agreement) in connection with your Applications or otherwise without NDAX’s prior written consent. Your Applications must make clear to Users that they are not owned, developed or controlled by NDAX. If you have questions about this, please contact us.
NDAX may publicly refer to you as a licensee of the NDAX APIs. We may also publish your name and logo on our Site and in other marketing or promotional materials without additional consent.
You agree to display any attribution(s) required by NDAX as described in the documentation for the API. NDAX hereby grants to you a non-transferable, non-sublicensable, nonexclusive license while the API Terms are in effect to display NDAX’s Brand Features for the purpose of promoting or advertising that you use the APIs. You must only use the NDAX Brand Features in accordance with the API Terms and for the purpose of fulfilling your obligations under this Section. NDAX may create brand features use guidelines and edit or revise them from time to time, which you must follow. You understand and agree that NDAX has the sole discretion to determine whether your attribution(s) and use of NDAX’s Brand Features are in accordance with the above requirements and guidelines.
You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by NDAX without NDAX’s prior written approval.
Promotional and Marketing Use
In the course of promoting, marketing, or demonstrating the APIs you are using and the associated NDAX products, NDAX may produce and distribute incidental depictions, including screenshots, video, or other content from your API, and may use your company or product name. You grant us all necessary rights for the above purposes.
There is a rate limit and a restriction to the data fields displayed per application or service utilizing the NDAX APIs and you agree that you shall comply with that rate limit and restriction to the data fields at all times. The rate limit is 1000 calls per hour on each OAuth token. These rate limits and restrictions are subject to change from time to time at NDAX’s discretion, effective immediately upon posting. Your use of any methods intended to subvert rate limiting or data field restriction is a violation of these API Terms. If you need more calls or a higher limit, simply contact us and provide an explanation and we will determine whether to increase your rate limit.
You may not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the NDAX APIs (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local, provincial, national or other law, rule or regulation).
You may not use the NDAX API to replicate or compete with core products or services offered by NDAX. You acknowledge and agree that NDAX has or may in the future offer products or services that are similar to your Application, and nothing will prevent NDAX from doing so.
Distribution and Sale
You may not distribute, rent, lease, resell, distribute, use the NDAX APIs or Site Content on a stand- alone basis or for timesharing, service bureau or other commercial purposes for direct commercial or monetary gain (as opposed to indirect commercial or monetary gain associated with supporting your Application); you may not allow access to the NDAX APIs to anyone other than, if applicable, the company on whose behalf you entered into these API Terms. Anyone who wants to access our APIs must agree to be bound by these API Terms.
Notwithstanding the license granted under Section 2 you hereby agree that you shall not:
- use the NDAX APIs to operate any mission critical application where human life or property may be at stake;
- remove or alter any proprietary notices or labels on or in the NDAX APIs or Site Content;
- engage in any activity that interferes with or disrupts the Services;
- use the NDAX APIs in, or to develop, a product or service that competes with products or services offered by NDAX.
Security and Privacy
NDAX takes the security and privacy of its Users seriously. Therefore, we have adopted certain minimum requirements that your Applications must meet from a security and privacy perspective that are described in greater detail below.
Notice and Securing User Consent
Contact and Cooperation
You must be reasonably available for NDAX to contact you with regard to any security questions or concerns. You can change the name of your contact by signing up for a new application key, providing the updated contact information, and using the new application key in lieu of your existing key. If we cannot contact you or we believe that the circumstances require immediate action on our part, then without limiting other rights or remedies we may have, we may suspend your access to the NDAX APIs during the period of a security issue.
You agree that your Application and any related documents and other materials that you provide to NDAX will first be checked by you with Internet industry standard up-to-date antivirus and anti-worm software prior to being introduced to the Services and that you will not knowingly or negligently introduce any virus, worm or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services.
You warrant that your networks, operating system and software of web server(s), routers, databases, and computer systems (collectively, the “Systems”) are properly configured to securely operate your Application and store Content. Your Application must use reasonable security measures to protect the private information of your users. You must not architect or select Systems in a manner to avoid the foregoing obligations.
You must promptly report any security deficiencies in or intrusions to the Systems that impact or compromise our Site, Site Content, Services, or NDAX APIs, to NDAX in writing via email. You will work with NDAX to correct any security deficiency promptly. In the event of any such security deficiency or intrusion, you will collaborate with us to make any statements (i.e. press, blogs, bulletin boards, etc.) regarding such instance.
NDAX will have the right, at its own expense, to inspect and review documentation related to your Application, your Systems and your compliance with this Section 4. Any such review will be conducted during regular business hours in such a manner as not to materially interfere with normal business activities. You will (at your own expense) promptly correct any security flaws determined to exist by NDAX based on such inspection and review. You will then promptly certify to NDAX in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken. If a review reveals a material breach of any of these security provisions, you will reimburse NDAX for the reasonable costs of the review.
NDAX Acting as a Data Processor
Organizers may be able to integrate applications developed by third parties that direct NDAX to process personal data. If you develop an Application for Organizers and other Users to direct NDAX to export, create, or otherwise process NDAX data on your Application, you understand that NDAX is acting as a data processor, and you agree to NDAX’s Data Processing Addendum for Processors and Subprocessors.
Ownership and Relationship of Parties
As between you and NDAX, NDAX owns all rights, title, and interest (including without limitation all intellectual property rights) in and to the (i) NDAX APIs, and all executables of the APIs; (ii) the Site Content; and (iii) the Services (collectively, the “NDAX Materials”). Except for the express licenses granted in these API Terms, NDAX does not grant you any right, title or interest in the NDAX Materials. You agree to take such actions as NDAX may reasonably request to effect, perfect or confirm NDAX’s rights to the NDAX Materials. Any and all suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to NDAX by you (collectively “Feedback”); and all improvements, updates, modifications or enhancements, whether made, created or developed by NDAX or otherwise relating to Feedback (collectively, “Revisions”) are subject to Section 23 of the User Agreement.
Your Content and Your Application
You represent and warrant to NDAX that the use by NDAX and its Users of your company, organization, or product name and/or logo (“Your Content”) and your Application will not violate the rights of any third party (e.g. any intellectual property or other proprietary right), or any applicable law. You hereby grant to NDAX a paid-up, royalty-free, nonexclusive, worldwide, irrevocable, sublicensable right and license, under all of your intellectual property rights, to copy, use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to Users. You may not issue any public announcement regarding your use of the NDAX APIs that suggests partnership with NDAX without NDAX’s prior review and written approval, at NDAX’s discretion. Following the termination of the license granted to you in Section 2 and upon written request from you, NDAX shall use reasonable efforts, as determined in its discretion, to remove all references and links to your Application from the Services.
YOUR USE OF THE NDAX SITE, OR ANY OTHER APPLICATIONS OR SERVICES PROVIDED BY NDAX IS ENTIRELY AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
NDAX, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, LICENSORS OR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES MAKE NO WARRANTY OR CONDITION REGARDING USE, THE ABILITY TO USE, OR THE RESULT OF USE OF THE SITE IN TERMS OF ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, TIMELINESS, NONINFRINGEMENT, TITLE, MERCHANTABILITY OR OTHERWISE; THAT THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; THAT YOUR USE OF THE SITE WILL NOT INFRINGE THE RIGHTS OF OTHERS; OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NDAX SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SITE.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NDAX, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, LICENSORS OR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE; OR (B) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, EVEN IF NDAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NDAX’S AND ITS EMPLOYEE’S, OFFICER’S, DIRECTOR’S, AGENT’S, LICENSOR’S OR AFFILIATE’S, AND THEIR RESPECTIVE OFFICER’S, DIRECTOR’S AND EMPLOYEE’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT OR FOR ANY REASON WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED ONE DOLLAR (CAD$1). THE LAWS OF ALBERTA AND CANADA SOLELY APPLY TO THE USE OF ANY AND ALL OF NDAX SERVICES, PRODUCTS AND/OR ITS SITE. ALL DISPUTES SHALL BE FIRSTLY DEALT WITH ACCORDING TO THE DISPUTE RESOLUTION MECHANISMS DESCRIBED IN THE NDAX USER AGREEMENT AND/ OR TERM AND CONDITIONS OR ANY OTHER POLICIES AS AMENDED FROM TIME TO TIME AND TO THE EXTENT LEGAL PROCEEDINGS ARISE SHALL BE HEARD IN THE JUDICIAL DISTRICT OF CALGARY, ALBERTA, CANADA.
IF NDAX, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, LICENSORS OR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES SHOULD INCUR ANY LIABILITY TO A THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SITE OR THE CONTENT, YOU AGREE TO INDEMNIFY AND HOLD NDAX, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, LICENSORS OR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY SUCH LIABILITY, ANY AND ALL CLAIMS, COSTS, DEMANDS, DAMAGES, JUDGMENTS, LOSSES, LIABILITIES, DEBTS, AND CAUSES OF ACTION IN CONNECTION THEREWITH, INCLUDING REASONABLE LAWYER’S FEES. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE API TERMS AND YOUR USE OF THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FORGOING, YOU WILL DEFEND AND INDEMNIFY NDAX, AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND USERS, AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS, FEES (INCLUDING LEGAL FEES), AND EXPENSES RELATING TO ANY ALLEGATION OR THIRD-PARTY LEGAL PROCEEDING TO THE EXTENT ARISING FROM (1) YOUR MISUSE OR YOUR END USER’S MISUSE OF THE APIS; (2) YOUR VIOLATION OR YOUR END USER’S VIOLATION OF THE API TERMS; OR (3) ANY CONTENT OR DATA ROUTED INTO OR USED WITH THE APIS BY YOU, THOSE ACTING ON YOUR BEHALF, OR YOUR END USERS.
You acknowledge and agree that these API Terms and the license and other rights granted herein do not create an exclusive relationship between you and NDAX. NDAX may, or may engage or permit others to, develop applications that are the same or similar to your Application for any purpose, including without limitation any commercial purpose.
NDAX reserves the right to change, suspend, or discontinue any aspect of the NDAX APIs at any time, including the availability of any NDAX APIs.
Fees and Payments
NDAX reserves the right to charge fees for future use of or access to the NDAX APIs in NDAX’s discretion. If NDAX decides to charge for any NDAX APIs, you do not have any obligation to continue to use such NDAX APIs.
“NDAX Confidential Information” means all non-public NDAX information relating to the NDAX APIs, and any other information designated in writing by NDAX as “Confidential” or an equivalent designation. For purposes of this Agreement, “Legal Requirement” means any law, rule, regulation, order, subpoena, interrogatory, discovery request, or other legal requirement of a governmental authority. Without granting any right or license, NDAX agrees that NDAX Confidential Information does not include information that (i) is or becomes (through no improper action or inaction by you) generally available to the public, or (ii) was in your possession or known by you without restriction prior to receipt from NDAX, or (iii) was rightfully disclosed to you by a third party without restriction, or (iv) was independently developed by you without use of any NDAX Confidential Information. In addition, you shall not disclose NDAX Confidential Information to any third party without NDAX’s prior written consent, except in instances that you reasonably determine that you are required by a Legal Requirement, provided you use reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allow NDAX to participate in the proceeding (to the extent permitted by the Legal Requirement). You shall not disclose your developer passwords or other credentials to any third party, and you shall not use NDAX Confidential Information except for the express purpose for which it was disclosed.
Full Force and Effect
f any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
NDAX and You agree that these API Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these API Terms, and that this these API Terms may be amended from time to time by NDAX with or without advance notice to You. No delay or omission by either party in exercising any right or remedy under these API Terms or existing at law or equity shall be considered a waiver of such right or remedy. In the event of any inconsistency between these API Terms and the User Agreements, these API Terms govern.
Survival of Sections
The following sections of these API Terms shall survive any termination: 1(1) (Acceptance and Scope), 1(3) (Incorporation by Reference), 5 (Ownership and Relationship of Parties), and 12 (Confidentiality).
You may not assign any of its rights hereunder. NDAX may assign all rights to any other individual or entity without express written consent from NDAX.
You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of these API Terms.
Third Party Beneficiaries
NDAX’s underlying service providers, business partners, third-party suppliers and providers, members of its network, account providers, licensors, officers, directors, employees, distributors and agents are expressly made third party beneficiaries of these API Terms. Except as set forth in the immediately preceding sentence, nothing express or implied in these API Terms is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.
The titles of the paragraphs of these API Terms are for convenience only and have no legal or contractual effect.
Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of these API Terms, and You do not have any authority of any kind to bind NDAX in any respect whatsoever.
Legal Fees / Dispute Resolution
In any action or proceeding to enforce rights under these API Terms, the prevailing party will be entitled to recover its costs and legal fees.
You represent that you have the full power, capacity and authority to accept these API Terms. If you are accepting on behalf of its employer or another entity, You represent that it has full legal authority to bind its employer or such entity to these API Terms.
Governing Law and Legal Actions
These API Terms shall be governed by the laws of the Province of Alberta. All disputes relating to these API Terms will be first and foremost addressed by the dispute resolution process outlined in the User Agreement. To the extent that any action arises that is not dealt with by the dispute resolution process outlined in the User Agreement, all claims or actions relating to or arising out of these API Terms, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the Province of Alberta, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with these API Terms shall be brought in the Court of Queen’s Bench located in Calgary, Alberta.
You agree that NDAX may provide notice to you by emailing such notice to the email address listed by you during your registration. Such notice shall be considered to be received by You within 24 hours of the time it is emailed to You unless NDAX received notice that it was not delivered. Any notice to NDAX must be sent by postal mail to: National Digital Asset Exchange Inc., #1820, 250 – 2nd Street SW, Calgary, AB T2P 0G1, Attention: Chief Compliance Officer.
You agree that any violation or threatened violation of these API Terms may cause irreparable injury to NDAX, entitling NDAX to obtain injunctive or other equitable relief in addition to all legal remedies.
This Application Programming Interface Policy was last updated on October 4, 2019.