These Xapo Developer Terms (“Developer Terms”) apply to the use of Xapo’s API, SDK or other developer services and tools (“Developer Tools”). In these Developer Terms, Xapo may be referred to as “we,” “us,” or “our,” and any user of the Developer Tools may be referred to as “you” or “your.”

License to You

Subject to these Developer Terms, we grant you a revocable, non-exclusive, non-transferable license to access, integrate and use the Developer Tools in your application to provide our Services to your users. Your use of the Developer Terms is subject to your compliance with any and all implementation and use requirements contained in all documentation and all policies relating to the Developer Tools. We may discontinue your access to the Developer Tools at any time at our sole discretion for any reason, including any breach by you of these Developer Terms, upon written notice to you.

Accessing Our Developer Tools and Prohibited Actions

We are making our Developer Tools available to you solely for your own internal business purpose. You agree to provide accurate information upon our request in connection with using or registering to use our Developer Tools. You agree that you will not:

  1. use our Developer Tools or otherwise offer our Services to your users in any manner or for any purpose that violates any law or regulation, any right of any person or entity (including with respect to any intellectual property) or in any manner inconsistent with these Developer Terms;
  2. copy, modify, distribute, reverse engineer or transfer any portion of our Developer Tools, our content, or any software code made available by us;
  3. interfere with or disrupt any of our Developer Tools or Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use our Developer Tools);
  4. use our Developer Tools in a manner that impairs our systems, including due to high traffic, as determined by us in our sole discretion;
  5. distribute, resell, redistribute, publish, or allow access or linking to our Developer Tools, Services or content from any location or source other than through your app;
  6. sell, rent, trade, lease, copy or store, or otherwise enable or permit the disclosure of any of our content other than as approved by us in our sole discretion;
  7. collect or store any information pertaining to a directly or indirectly identifiable Xapo user and their use of our Services;
  8. use robots, spiders, scraping or other technology to access or use our content, websites, Services or apps to obtain any information beyond what we provide to you directly;
  9. knowingly create an app that may be used to violate any Xapo terms or applicable law; or
  10. allow your app or software or your use of our content to: (i) be false, inaccurate or misleading; (ii) infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions; (iv) be defamatory, libelous, threatening or harassing; (v) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create liability for us.

Ownership

As between you and us: (i) we retain all right, title and interest in and to all intellectual property rights embodied in or associated with the Developers Tools, our content, our website, Services and apps, and any of our content created or derived therefrom, in each case, whether existing now or created in the future; and (ii) you retain all right, title and interest in and to all intellectual property rights embodied in or associated with your website, services and apps, excluding the aforementioned rights above owned by or licensed to us (including, without limitation, the Developer Tools). There are no implied licenses under these Developer Terms. We reserve any rights not expressly granted to you hereunder. Except as licensed expressly herein, these Developer Terms do not transfer any intellectual property rights between the parties.

Use of Trademarks

Xapo and the Xapo logo are our trademarks, registered trademarks or service marks. Subject to the terms of these Developer Terms, you are granted a non-exclusive, limited, revocable license to use these trademarks solely for the purpose of identifying that you have developed your app using our Developer Tools and only for so long as you have access to our Developer Tools. We reserve the right to terminate or limit your use of our marks at any time, for any reason, upon written notice to you. Except for the limited use right granted in accordance with these Developer Terms, you are not receiving, and will not be deemed to receive, any ownership, license or other right, title or interest of any kind in or to any of our marks. In all cases, you must use our marks in a manner consistent with all applicable trademark laws; give proper attribution to us as the owner of the mark with proper trademark notice each time the mark is used; not alter or obscure the appearance of any mark or show it in such manner as to suggest our endorsement of you or any third party or any of their goods or services; and notify us immediately of any infringing or unauthorized use of any of our marks. You acknowledge and agree that your use of our marks or our content shall be in accordance with https://xapo.com/brand/.

Other Activities

Notwithstanding anything contained in these Developer Terms to the contrary, in no event will we be precluded from developing or causing to be developed, acquiring, licensing or developing any products or services that are competitive with your software or application or your Xapo enabled Services, so long as we do not infringe your intellectual property rights. Similarly, we may create and develop marketing and distribution materials about competing products and services offered by us as long as those materials do not infringe your intellectual property rights.

Changes to the Developer Tools and to these Developer Terms

We may make changes to these Developer Terms, including when there are changes in our Developer Tools, Services, technology, regulation and for other reasons. If we do, we will provide you notice of such changes by posting the updated Developer Terms on our website and changing the “Last Updated” date above. Any amended Developer Terms will become effective no earlier than 14 days after they are posted and apply prospectively to use of the Developer Tools after such changes become effective, except that changes addressing new functions of the Developer Tools or changes made for legal reasons will be effective immediately. Your continued use of the Developer Tools following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Developer Terms, you must discontinue using the Developer Tools.

Incorporation of Privacy Policy and Terms of Use

Our Terms of Use (available at https://xapo.com/terms) and our Privacy Policy (available at https://xapo.com/privacy/) are incorporated into these Developer Terms, and should be read carefully as they are an important part of these Developer Terms. You hereby acknowledge your acceptance of our Terms of Use and Privacy Policy as to your use of any Developer Tools, which shall be deemed a use of our Services.