Longbridge Developers API Non-Commercial Licence Agreement — SG
Whereas,
(1) You intend to use the Longbridge Developers application programming interface ("API") services provided by Longbridge AI Technologies Pte. Ltd. ("Longbridge AI" or "Platform"), which is associated with the entity licensed as a securities brokerage, being Long Bridge Securities Pte. Ltd. (the "Securities Company").
(2) In order to provide the API services to you, you acknowledge that you consent to be legally bound by this API Non-Commercial Licence Agreement ("Agreement").
This Agreement is between Longbridge AI and you, in relation to your right and licence to use the API Code (as defined below) for Non-Commercial Purposes (as defined below).
By clicking the "I AGREE" button, or downloading, installing, using or accessing API, you acknowledge that you consent to be legally bound by this Agreement.
1. Definitions and grant of Licence
1.1 Definitions
"Affiliate" means, in relation to a party, an individual, corporation, a partnership or any other form of entity directly or indirectly controlling, controlled by, or under common control with, such party or any of such party's directors, officers or employees. A person is in "control" of a company, if: (a) the company acts in accordance with such person's directions or instructions; or (b) such person, either alone or with any associate, is entitled to exercise, or control the exercise of, more than 30% of the voting power at general meetings of the company;
"API" or "API Code" means the user code and related documents developed by this Platform that is made available to you to develop platforms, tools, or interfaces for your personal use; and
"Account" means any one or more accounts of any nature, including without limitation the securities accounts, margin accounts and fund accounts, howsoever integrated or separated, from time to time opened and maintained in your name with the Securities Company through which you may obtain services and/or effect transactions (as may be re-designated, re-numbered, re-located or otherwise modified from time to time);
"Non-Commercial Purposes" means purposes that are solely relating to your personal use.
1.2 Subject to the terms of this Agreement, this Platform hereby grants you a personal, revocable, royalty-free, non-exclusive, non-sublicensable, non-transferable, restricted right and licence to install, modify and use the API Code solely for Non-Commercial Purposes ("Licence"). You shall not use the API Code for any application or service for any commercial purpose, regardless of whether you receive any consideration for such application or service.
1.3 The Licence shall only become effective on the date you accept all the terms and contents of this Agreement and when this Agreement becomes effective.
1.4 The Licence and the rights associated with such Licence will terminate automatically in the event:
(1) you fail to comply with any term(s) of this Agreement;
(2) you commit an act constituting the infringement of any right owned by the Platform;
(3) you cancel your relevant account on this Platform and/or your Account;
(4) this Platform sends you a notice of unilateral termination; or
(5) there is the presence of any other circumstances that may adversely affect the Platform's rights and interests.
1.5 Upon termination of this Agreement, you shall immediately cease all use of the API Code, destroy all copies of the API Code completely, and shall not retain the API Code or the copies of API Code in any form after such destruction.
2. Restrictions
2.1 You acknowledge and agree that you shall only use API Code in compliance with the terms of the Agreement and for Non-Commercial Purposes. Any other uses of API Code are expressly prohibited.
2.2 This Platform shall own all rights, title and interest in and to the API Code granted hereunder. You agree not to use, copy, replace, adapt, modify, regenerate, displace, distribute, transmit, broadcast, sell, authorize, publish, lease, sublicense, convert, translate, de-engineer, decompile, disassemble, create derivatives of, or disclose the API Code or any part thereof in any way and for any purpose whatsoever to any third party.
2.3 Unless otherwise authorized by this Platform in writing, you shall not provide any assistance to any third party to engage in any matter which violates this Agreement, or engage in or agree with any third party to engage in the following actions (including but not limited to):
(1) using API Code to interrupt, damage or limit the use of API Code or other software, hardware, platforms, applications, web pages and systems belonging to the Platform;
(2) engaging in any mining of personal information and data;
(3) bypassing or making unavailable the blocking or restriction of copying behavior in API Code, or interfering with the security-related characteristics of API Code;
(4) moving, replacing, or obscuring of any trademark, copyright, legal, or patent notice of API Code;
(5) using API Code in any software or program that may contain viruses, trojan, software, worms, time bombs, autopilot viruses, or any other computer code or documentation designed to interrupt, damage or limit the API Code or its use in any of the Platform's software, hardware, platforms, applications, web pages and systems.
2.4 You agree and confirm that you will, during the licence period, continue to use the Licence hereunder in accordance with applicable local laws and in accordance with any applicable user agreement or service rules as updated by this Platform from time to time.
2.5 You agree not to use the API Code for any purpose that violates any law, regulation, or any rights of any person (including but not limited to intellectual property rights and privacy rights).
3. Intellectual Property
Except as expressly set forth herein, this Platform shall own all rights, title and interest in and to the API and API Code, including but not limited to any code or documentation written by this Platform relating to the API Code, and any intellectual property rights in and to any modifications, replacements, translations or derivatives thereof.
4. Disclaimer of Warranties
4.1 You expressly acknowledge and agree that the API Code granted hereunder, is provided on an "as-is" and "as-available" basis, and may contain in whole or in part pre-release, untested, or not fully tested work. You acknowledge that the API Code may contain errors that could cause failures or loss of data, and may be incomplete or contain inaccuracies.
4.2 You understand and agree that the API Code granted hereunder is provided without warranty of any kind, either express or implied, including but not limited to: warranties that the API Code is free of defects, merchantable, non-infringing or fit for a particular purpose. This disclaimer of warranties constitutes an essential part of this Licence. You hereby agree and accept the foregoing disclaimer and that all risk resulting from your use of the API Code or applications developed using the API Code is at your sole risk.
5. Warranty and Guarantee
You undertake and shall use all reasonable efforts to indemnify, defend and hold harmless the Platform, its affiliates and their representatives, directors, employees and agents from and against any claim, action, suit or proceeding, and any loss, liability, damage, cost and expense arising out of:
(1) Your actions and/or omissions in connection with your use of API Code;
(2) Your use of API Code to develop relevant applications, or any of your actions that infringes upon any rights and interests of a third party (including copyright, trademark, trade secret, trade dress, patent and other intellectual property rights or other interests); and/or
(3) any action in violation of this Agreement.
6. Dispute Resolution
6.1 The Agreement and all rights, obligations and liabilities of the parties shall be governed by and construed in accordance with the laws of Singapore.
6.2 The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement (including any dispute regarding the existence, validity or termination of the Agreement) (a "Dispute"). The parties agree that the courts of Singapore are the most appropriate and convenient courts to settle any Dispute. Notwithstanding the aforesaid, the Platform shall not be prevented from settling proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by applicable regulations, this Platform may take concurrent proceedings in any number of jurisdictions.
7. Miscellaneous
7.1 You agree that if the Platform does not exercise or enforce any legal right or remedy which is contained in this Agreement under any applicable law, it will not be taken to be a formal waiver of the Platform's rights and those rights or remedies will still be available to the Platform.
7.2 This Agreement constitutes the whole legal agreement between you and the Platform governing your use of the API services.
7.3 You may not assign, transfer, grant or sublicense any rights and authorizations under this Agreement. However, this Platform may assign, transfer, grant or sublicense any rights and authorizations under this Agreement to its affiliates or other applicable entities without restriction.
7.4 If you are entering into this Agreement on behalf of your employer or a corporate entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement.
7.5 All risks and adverse consequences arising from your violation of this Agreement shall be borne by you.