Developer API Agreement

This Developer API Agreement ("Developer Terms") is entered into between Antistock ("Antistock," "we," "us," or "our") and the entity or person ("Developer," "you," or "your") who registers for or uses the Antistock Application Programming Interfaces. By accessing or using the Antistock APIs, you agree to be bound by these Developer Terms. If you are accessing or using the Antistock APIs on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Developer Terms.

"API Documentation" means the technical documentation, usage guidelines, and other materials provided by Antistock that describe how to use the Antistock APIs.

"Antistock APIs" means the application programming interfaces, software development kits, and other integration tools made available by Antistock to Developers.

"Antistock Marks" means the trademarks, service marks, logos, and other brand elements of Antistock.

"Confidential Information" has the meaning set forth in Section 9.

"Developer Account" means the account established by Developer to access and use the Antistock APIs.

"Developer Application" means any software application, website, product, or service developed by Developer that uses the Antistock APIs.

"Feedback" means any suggestions, comments, or other feedback provided by Developer regarding the Antistock APIs.

"High-Risk Transactions" means payment transactions that present elevated risk factors, including but not limited to, transactions in regulated industries or with high chargeback potential.

To access the Antistock APIs, you must create and maintain a Developer Account. You are responsible for maintaining the security of your Developer Account credentials, including API keys and access tokens. You may not share your credentials with any third party. You are fully responsible for all activities that occur under your Developer Account.

Antistock may review your Developer Application before and after you receive access to the Antistock APIs. Antistock may require changes to your Developer Application to comply with these Developer Terms, the API Documentation, or applicable laws. Antistock reserves the right to reject any Developer Application that does not meet Antistock's requirements or that Antistock determines, in its sole discretion, may pose risks to Antistock, its customers, or third parties.

Access to production environments of the Antistock APIs is subject to additional verification and approval processes. Developer must successfully complete all required security and compliance assessments before receiving production access credentials. Antistock may impose additional limitations on Developer Applications that process High-Risk Transactions.

Developer shall implement and use the Antistock APIs in accordance with the API Documentation and any guidelines provided by Antistock. Developer is responsible for ensuring that the Developer Application maintains compatibility with any updates or modifications to the Antistock APIs.

Antistock may impose rate limits, usage quotas, or other restrictions on Developer's access to and use of the Antistock APIs. Developer shall not attempt to circumvent such limitations. Developer shall implement appropriate caching strategies and error handling mechanisms to maintain performance and stability when interacting with the Antistock APIs.

Developer Applications must provide a high-quality user experience and must accurately represent the relationship between Developer and Antistock. Developer must not mislead users into believing that the Developer Application is provided by, endorsed by, or affiliated with Antistock unless expressly authorized by Antistock.

Developer shall implement and maintain industry-standard security measures to protect the Antistock APIs, Developer Account credentials, and any data processed through the Antistock APIs. These measures include, at a minimum: (a) encryption of sensitive data in transit and at rest; (b) secure coding practices; (c) regular security testing; (d) prompt remediation of identified vulnerabilities; and (e) access controls limiting access to authorized personnel.

Developer shall promptly notify Antistock of any actual or reasonably suspected unauthorized access to or use of the Antistock APIs or Developer Account credentials. Developer shall cooperate with Antistock in investigating and remediating any security incident and shall implement any additional security measures requested by Antistock.

If Developer identifies any security vulnerability in the Antistock APIs, Developer shall promptly report such vulnerability to Antistock through Antistock's designated security reporting channels. Developer shall not disclose the vulnerability to any third party until Antistock has had a reasonable opportunity to address it.

Developer shall comply with all applicable laws, regulations, and industry standards when developing, deploying, and operating the Developer Application, including but not limited to: (a) data protection and privacy laws; (b) financial services regulations; (c) consumer protection laws; (d) anti-money laundering laws; and (e) laws regarding high-risk or regulated activities.

Developer shall maintain a clear and accurate privacy policy that discloses how Developer collects, uses, stores, and shares data obtained through the Antistock APIs. Developer shall obtain all necessary consents for the collection and processing of personal data and shall implement appropriate technical and organizational measures to protect such data.

Developer shall not use the Antistock APIs for any illegal, harmful, fraudulent, infringing, or objectionable purpose. Developer shall not use the Antistock APIs to facilitate transactions involving illegal goods or services, to evade regulatory requirements, or to engage in deceptive business practices.

Antistock may modify the Antistock APIs at any time, including by adding, removing, or changing functionality. Antistock will make reasonable efforts to notify Developer of material changes through the API Documentation, Developer dashboard, or other communication channels. For any changes that Antistock determines are likely to significantly impact Developer Applications, Antistock will endeavor to provide advance notice when feasible.

Antistock may update these Developer Terms at any time by posting the revised terms on its website or by notifying Developer. Developer's continued use of the Antistock APIs after such changes constitutes acceptance of the revised Developer Terms. If Developer does not agree to the revised Developer Terms, Developer must stop using the Antistock APIs.

Antistock may deprecate features or versions of the Antistock APIs at any time. Antistock will make commercially reasonable efforts to continue supporting deprecated APIs for at least 180 days after deprecation, except in cases where continued support would create security or compliance risks. Developer is responsible for migrating to supported versions within the announced deprecation timeframe.

Developer may not use the Antistock Marks except as expressly permitted in these Developer Terms or with Antistock's prior written consent. When permitted, Developer must comply with Antistock's brand guidelines and other requirements communicated by Antistock. Antistock may revoke permission to use the Antistock Marks at any time.

Developer may not represent itself as a partner, affiliate, or representative of Antistock without Antistock's express written permission. If Antistock grants Developer permission to identify itself as a partner or to use specific partnership designations, such permission is revocable and subject to compliance with Antistock's partnership requirements.

Developer must submit all marketing materials that reference Antistock or the Antistock APIs to Antistock for review and approval prior to publication. Antistock may require changes to such materials or withdraw approval at any time.

The Antistock APIs, API Documentation, and all related intellectual property rights are and will remain the exclusive property of Antistock and its licensors. These Developer Terms do not transfer any ownership rights in the Antistock APIs to Developer.

The Developer Application and Developer's pre-existing intellectual property are and will remain the exclusive property of Developer. These Developer Terms do not transfer any ownership rights in the Developer Application to Antistock.

If Developer provides Feedback to Antistock, Developer grants Antistock a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, and transferable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit the Feedback for any purpose without restriction or obligation. Developer will not provide any Feedback that is subject to third-party intellectual property rights or that Developer does not have the right to license as described above.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, API credentials, business plans, technical specifications, financial information, and security information.

Each party agrees to protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care. Each party agrees not to use the other party's Confidential Information for any purpose other than as contemplated by these Developer Terms.

The confidentiality obligations in this Section do not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without use of the disclosing party's Confidential Information.

THE ANTISTOCK APIS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. ANTISTOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANTISTOCK DOES NOT WARRANT THAT THE ANTISTOCK APIS WILL MEET DEVELOPER'S REQUIREMENTS OR THAT THE OPERATION OF THE ANTISTOCK APIS WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANTISTOCK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE DEVELOPER TERMS OR DEVELOPER'S USE OF THE ANTISTOCK APIS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT WILL ANTISTOCK'S TOTAL LIABILITY TO DEVELOPER UNDER THESE DEVELOPER TERMS EXCEED THE GREATER OF (A) THE AMOUNT PAID BY DEVELOPER TO ANTISTOCK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE THOUSAND UNITED STATES DOLLARS (US$1,000).

Developer agrees to defend, indemnify, and hold harmless Antistock, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Developer's use of the Antistock APIs; (b) the Developer Application; (c) Developer's breach of these Developer Terms; (d) Developer's violation of any third-party rights; or (e) Developer's violation of any applicable laws or regulations.

Developer may terminate these Developer Terms at any time by ceasing all use of the Antistock APIs and by deleting all API credentials.

Antistock may terminate these Developer Terms or suspend Developer's access to the Antistock APIs at any time for any reason without notice. Without limiting the foregoing, Antistock may terminate or suspend Developer's access if: (a) Developer breaches any provision of these Developer Terms; (b) Antistock is required to do so by law; (c) Developer's use of the Antistock APIs poses a security risk or could harm Antistock or its other customers; (d) Developer's use exceeds rate limits or otherwise burdens Antistock's systems; or (e) Developer has ceased operations, made an assignment for the benefit of creditors, or become the subject of bankruptcy or similar proceedings.

Upon termination of these Developer Terms: (a) all licenses granted to Developer will immediately terminate; (b) Developer must immediately cease all use of the Antistock APIs; (c) Developer must delete all API credentials and Antistock Confidential Information; and (d) any outstanding fees will become immediately due and payable. Sections that by their nature should survive termination will survive termination, including Sections 8, 9, 10, 11.3, and 12.

The relationship between Antistock and Developer is that of independent contractors. Nothing in these Developer Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Developer may not assign or transfer these Developer Terms or any rights or obligations under these Developer Terms without Antistock's prior written consent. Antistock may assign these Developer Terms or any rights or obligations under these Developer Terms to any third party without Developer's consent. Any attempted assignment in violation of this Section will be null and void.

These Developer Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Developer Terms will be brought exclusively in the federal or state courts located in Delaware, and the parties consent to the personal jurisdiction of such courts.

Any dispute arising out of or relating to these Developer Terms shall be resolved by binding arbitration in Delaware in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

These Developer Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. These Developer Terms may only be modified by a written amendment signed by authorized representatives of both parties or by Antistock posting a revised version in accordance with Section 6.2.

If any provision of these Developer Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Any invalid or unenforceable provision will be interpreted to the maximum extent permitted by law to achieve the parties' intent.

The failure of either party to enforce any right or provision of these Developer Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, epidemics, pandemics, acts of war or terrorism, power failures, or governmental restrictions.

Notices to Developer may be provided by email to the address associated with Developer's account, through the Developer dashboard, or by posting to Antistock's website. Notices to Antistock must be in writing and sent to the address specified in the API Documentation.