BEAM SDK API -- TERMS FOR LICENSEES
Last updated: 24 October 2023
These terms and conditions ("Terms") constitute a legally binding agreement between Orange Pill Ltd. ("OPL") and you ("Licensee") in relation to the Licensee's use of the Beam application programming interfaces ("Beam APIs").
IMPORTANT: Please read these Terms carefully before registering to use or using the Beam APIs, as they govern the Licensee's use of the Beam APIs that are part of the Beam software development kit ("Beam SDK"). This includes Licensee's rights and obligations and OPL's disclaimers and limitations of legal liability relating to the Licensee's use of, and access to, the Beam APIs.
2. Beam APIs, API Keys and License
2.1 Beam APIs and API Keys
The Beam APIs are a group of APIs created by or on behalf of OPL which allow licensees to interface with endpoints allowing them to execute instructions directly on a variety of EVM compatible blockchain networks, including to create and interact with blockchain smart contract accounts that may be integrated into Licensee Games (as defined below) by use of one or more unique electronic keys (the "API Keys").
2.2 License to use Beam APIs and API Keys
Subject to the Licensee's compliance with these Terms, OPL grants the Licensee a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license for the Licensee to (i) use one or more API Keys to access the Beam APIs, (ii) use the Beam APIs to establish an integration between the Beam APIs and gaming related applications of Licensee ("Licensee Game"), and (iii) authorize players of Licensee Games to access the Beam APIs from the Licensee Games, in each instance solely as permitted hereunder (collectively the "License"). Although the License is currently free for the Licensee to use, OPL reserves the right to charge a fee for use of it in the future.
OPL does not hold custody over any assets accessible through the smart contract accounts available by use of the Beam APIs and will not have knowledge of any private key used in relation to such smart contract accounts.
OPL may modify and update the Beam APIs from time to time. Licensee must alter all Licensee Games to implement and use the most current version of the Beam APIs at Licensee's own cost as soon as commercially practicable after any modification or update, and no later than within 60 days following notice of a modification or update. In case the modification or update is necessary to patch a security flaw which could have a material adverse effect on the Licensee Games or its players or the Licensee, the Licensee must promptly implement such a modification and update.
3. Handling of API Keys
The Licensee will be required to use the API Keys to access the Beam APIs. The Licensee will treat the API Keys confidentially, and not share the API Keys with any third party without OPL's prior written consent. The
Licensee may not sell, sublicense, pledge, lease or otherwise transfer or disclose the API Keys received to any other party. Licensee agrees to notify OPL immediately if the Licensee believes that API Key has been compromised. Licensee agrees that it will be responsible for the use of the API Keys.
4. License obligations and restrictions
In addition to what may be stated elsewhere in these Terms, the following obligations and restrictions apply to the Licensee:
a) The Licensee will provide OPL with accurate information (as may be required) about the Licensee prior to being granted the API Keys and access to the Beam APIs.
b) The Licensee will only provide access to the Beam APIs to (i) employees or current contractors of Licensee (such persons must comply with these Terms and the Licensee will be responsible and liable for any non-compliance on their behalf), and (ii) users of the Licensee Games.
c) Licensee Games will not be associated with nor contain any content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or similar.
d) Licensee may not charge players of Licensee Games to use the Beam APIs through the Licensee Game.
e) That the Licensee, in addition to any player utilizing the Beam APIs through the Licensee Game(s), must not be a person who is (a) subject to national or international sanctions or located or ordinarily resident in any country or region that is the subject of comprehensive country-wide or region-wide sanctions, embargo or equivalent by the US, UK, EU, or the United Nations, or (b) listed by the US, UK, EU, the United Nations or otherwise designated on any list of prohibited or restricted parties or persons.
f) The Licensed Game is, to the Licensee's knowledge, not tied to any unlawful activities.
g) The Licensee does not, and will not, enable players to use a VPN or any other privacy or anonymization tools to circumvent, or attempt to circumvent, any restrictions that apply to these Terms (general use of VPN for other purposes may however be permitted).
h) The Licensee will not conduct any activity that implies infringement or violation of any intellectual property rights owned by OPL or another third-party.
i) The Licensee will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Beam APIs and API Keys and notify OPL promptly of any such unauthorized access or use, and (ii) use the Beam APIs and API Keys only in accordance with the documentation provided by OPL and all applicable laws, rules, and regulations.
j) The Licensee shall not reverse engineer, decompile, or disassemble any Beam APIs, or otherwise attempt to derive source code, object code, or underlying structure, ideas or algorithms of any Beam APIs, or interfere with, modify, disrupt or disable features or functionality of any Beam APIs. The Licensee shall not hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Beam APIs or API Keys or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing.
5. Representation and warranties
The Licensee represents and warrant to OPL that (a) if the Licensee is entering into these Terms as an individual, that the Licensee is of legal age to form a binding contract and that the Licensee otherwise has the legal capacity to enter into these Terms and be bound by them, or (b) if the Licensee is entering into these Terms as an entity, that the Licensee is duly organized, validly existing and in good standing under the laws of
the jurisdiction in which it is organized and that the person accepting these Terms has all requisite power to accept these Terms on that entity's behalf.
OPL reserves the right to terminate or limit any user's status or access to or use of the API Keys or Beam APIs at any time without any liability if Licensee is in breach of these Terms or if Openfort's technology is no longer available to OPL.
The Licensee may terminate these Terms at any time, in which case the Licensee will no longer have access to the Beam APIs.
The provisions of articles 3, 6, 7, 8, 10, 11, 12, 13 and 14 shall survive termination of these Terms for any reason.
7. No partnership or joint venture
Nothing in these Terms shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While the Licensee may publicly refer to the fact that it has implemented the Beam APIs, Licensee agrees not to make any other public statements that assert or imply any other relationship with OPL, unless OPL has provided its prior written approval.
8. Intellectual property rights and ownership
8.1 Ownership to intellectual property rights
OPL, our affiliates or our licensors (as applicable) own the intellectual property rights for all material and elements relating to the Beam APIs and the API Keys. All rights not explicitly granted in these Terms are reserved to OPL, our affiliates or our licensors. This among other things includes any modifications to or derivatives of the Beam APIs. For the avoidance of doubt, OPL does not own any rights to any of the smart contracts (including protocols) or blockchains accessible through the Beam APIs.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Beam APIs, you grant OPL with an irrevocable, non-exclusive and royalty-free right to utilize such modifications or improvements in any manner and for any purpose.
8.2 Licensee's license to OPL
Licensee grants a non-exclusive, perpetual, royalty-free right and license to use and publicly display the Licensee Games, including to use it for the purpose of the application known as the Beam Companion App. The Licensee also grants OPL the right to monitor or collect information related to Licensee's use of the Beam APIs to ensure Licensee's compliance with these Terms.
OPL reserves the right to change these Terms, and the Licensee is responsible for regularly reviewing these Terms. The Licensee's continued use of the Beam APIs or API Keys after the effective date of such changes will constitute acceptance of and agreement to any such changes. If the Licensee does not agree with any such changes, or to any of the terms in these Terms, the Licensee's only remedy is to terminate the agreement in accordance with article 6 and thereby discontinue the use of the Beam API and API Keys.
10. Limitation of liability and indemnity
10.1 Limitation of liability
IN NO EVENT WILL OPL BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR LICENSEE'S USE OF THE BEAM APIs OR API KEYS. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION. IF THE LICENSEE DOES NOT AGREE WITH ANY PART OF THESE TERMS, OR THE LICENSEE HAS ANY DISPUTE OR CLAIM AGAINST OPL WITH RESPECT TO THESE TERMS, THEN LICENSEE'S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE BEAM APIS AND API KEYS.
10.2 Limitation of liability
The Licensee agrees to hold harmless and indemnify OPL, and its affiliates, officers, directors, and contractors from and against any third-party claim arising from or in any way related to the Licensee or players of the Licensee Games, the Beam APIs or API Keys, the Licensee's breach of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorney's fees.
OPL agrees to hold harmless and indemnify the Licensee against any third-party claim arising from an allegation of Licensee's authorized use of the Beam APIs or API Keys infringes any intellectual property right of a third party. Notwithstanding the foregoing, OPL's indemnification obligation will not apply to the extent claims arise from (a) modification of the Beam APIs or API Keys by any party other than OPL without OPL's express written consent, (b) the combination, operation, or use of the Beam APIs with other product(s), data or services where the Beam API would not by itself be infringing or (c) unauthorized or improper use of the Beam APIs or API Keys.
11. No warranty - “AS IS” and “AS AVAILABLE”
The Beam APIs, API Keys and Beam SDK are being provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, OPL is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Beam APIs, API Keys, the Beam SDK and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Beam APIs, API Keys or the Beam SDK. The Licensee acknowledges and agrees that use of the Beam APIs, API Keys and the Beam SDK are at the Licensee's own risk.
The smart contract accounts available through the Beam APIs may be subject to certain exploits and OPL is not responsible for any such exploits, except for in the event of wilful misconduct or fraud. OPL does not endorse or assume any responsibility for any product or services provided by third-parties, including Openfort, or actions or inactions by such third-parties.
12. Fork Handling
Blockchains may be subject to "forks" which may adversely affect the Licensee Games and assets accessible through smart contract accounts available through the Beam APIs. Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that (a) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol, or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are "contentious" and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. OPL may not be able to anticipate, control or influence the occurrence or outcome of forks, and do not assume any risk, liability or obligation in such connection. OPL does not assume any responsibility to notify the Licensee of pending, threatened or completed forks. Each Licensee
assumes full responsibility to independently remain informed about possible forks, and to manage own interests and risks in that connection.
13. Governing law and dispute resolution
13.1 Governing Law
These Terms shall be governed by and construed and interpreted in accordance with the laws of the Netherlands. Although the Beam APIs may be available in other jurisdictions, the Licensee hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over OPL in any forum outside of the Netherlands.
13.2 Settlement negotiations
If a Licensee has a potential legal dispute, claim or cause of action against OPL, the Licensee shall first (prior to initiating any litigation proceedings) contact OPL by sending an email to firstname.lastname@example.org describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. The parties shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with article 13.3.
13.3 Agreement to binding and exclusive arbitration
Please read the following carefully, because it precludes the Licensee from submitting a lawsuit in court, participating in any class action or having a jury trial.
All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) shall (unless settled pursuant to article 11.2 above) be resolved by confidential, binding arbitration to be seated in Amsterdam and conducted in the English language by a single arbitrator pursuant to the UNICITRAL Arbitration Rules that are most recent at the time when the arbitration proceedings are commenced. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator.
Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.
13.4 Class action waiver
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARTICLE 13 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE LICENSEE CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER LICENSEE OR USER.
14.1 Communication and notices
The parties consent to receive all communications, notices and information in connection with these Terms electronically.
Neither party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to these terms and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
14.3 Assignment or transfer
The Licensee may not assign or transfer any right to use the Beam APIs or API Keys or any of Licensee's rights or obligations under these Terms without OPL's express prior written consent, including by operation of law or in connection with any change of control. OPL may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, with or without notice or obtaining the Licensee's consent or approval.
14.4 Entire Agreement
These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
14.5 Force majeure
Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, pandemics, epidemics, outbreaks of disease, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party's financial condition or any internal labor problems including strikes, lockouts, work stoppages or slowdowns, or the threat thereof) (a "Force Majeure Event"). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Upon the occurrence of any Force Majeure Event, the affected party will give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.
The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.