Please read the terms and conditions of this Agreement carefully, and by either (i) your acceptance of the terms and conditions of this Agreement by selecting "Accept" where indicated when setting up your account or (ii) your initial and subsequent use of the Application, you hereby agree and accept (the "Acceptance") that Routefire’s provision of the Services will be governed by this Agreement. Note that we reserve the right to discontinue the Services in the event that you do not comply with the terms and conditions contained herein.

1.	Definitions
1.1	The following terms, when used in this Agreement will have the following meanings:

 "Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.  However, "Confidential Information" will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

"Documentation" means the technical documentation made available by Routefire for the Routefire Product.

"Order Form" means an order form or other similar document that sets forth the specific Routefire Product licensed by Customer, pricing therefor and applicable subscription term, and that references this Agreement and is mutually executed by the parties.

2.	Routefire Product

2.1	Provision of Routefire Product.  Subject to the terms and conditions of this Agreement, Routefire will make the Routefire Product available to Customer pursuant to this Agreement and the applicable Order Form.  The Routefire Product will be made available under this Agreement on a secured virtual private cloud for deployment by Customer.

2.2	Access and Use Rights; License:  Subject to the terms and conditions of this Agreement, Customer hereby grants Routefire the limited, non-exclusive, non-transferable right to access and use Customer's non-payment API keys during the term, solely to enable Customer to deploy the Routefire Product under this Agreement in accordance with the applicable Order Form.

2.3	Data Security.  Routefire will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data transmitted to Routefire hereunder ("Customer Data"); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.  In furtherance of the foregoing, Routefire will maintain the administrative, physical and technical safeguards to protect the security of Customer Data that are described in the applicable Documentation and Exhibit B.  Routefire's security safeguards include measures for preventing access, use, modification or disclosure of Customer Data by Routefire personnel except (a) to provide the Routefire Product and prevent or address service or technical problems, (b) as required by applicable law, or (c) as Customer expressly permits in writing or under this Agreement.  Routefire will not materially diminish the protections provided in this Section during the term of this Agreement.
2.4	Customer Limitations.  The rights granted herein are subject to the following restrictions (the "License Restrictions").  Customer will not directly or indirectly:
(a)	reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Routefire Product;
(b)	attempt to probe, scan or test the vulnerability of the Routefire Product, breach the security or authentication measures of the Routefire Product without proper authorization or wilfully render any part of the Routefire Product unusable;
(c)	use or access the Routefire Product to develop a product or service that is competitive with the Routefire Product or Routefire's other products or services or engage in competitive analysis or benchmarking;
(d)	transfer, distribute, resell, lease, license, or assign Routefire Product or otherwise offer the Routefire Product on a standalone basis; or
(e)	otherwise use the Routefire Product outside the scope expressly permitted hereunder and in the applicable Order Form.

2.5	Customer Responsibilities.
(a)	Customer acknowledges that Routefire's provision of the Routefire Product is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer's applications, software systems, personnel, and materials as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner.
(b)	Customer will (i) be responsible for all use and deployment of the Routefire Product under its account (whether or not authorized), (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Routefire Product and notify Routefire promptly of any such unauthorized access or use and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Routefire Product, including as set forth in the Documentation.  Customer will be solely responsible for its failure to maintain such equipment, software and services, and Routefire will have no liability for such failure (including under any service level agreement, if applicable).  In addition, Customer will be responsible for ensuring that its systems (e.g., APIs) have sufficient bandwidth to use the Routefire Product.  If Customer requests access to the Routefire Product API, Customer is solely responsible for its use of the Routefire Product API, including for all placed or executed orders.
(c)	Customer will not use the Routefire Product to transmit or provide to Routefire any sensitive personal data (e.g., social security numbers, driver's license numbers, birth dates, personal bank account numbers, passport or visa numbers and personal credit card numbers).
(d)	Customer acknowledges and agrees that neither Routefire nor the Routefire Product, as applicable, will engage in, be responsible for, or otherwise permit any of the following, and that the following will be the sole responsibility of Customer or a third party engaged by Customer:
(i)	the execution, settlement, or clearance of Customer's transactions, including soliciting, processing, or facilitating transactions in any way (other than by providing the Routefire Product for Customer to deploy to facilitate order transmission), or matching orders or making decisions about routing orders (including decisions regarding the venues to which orders are sent).
(ii)	maintaining any account, wallet or other method of storage or otherwise taking custody of any funds or other assets transmitted or received as a result of deployment by Customer of the Routefire Product.  Customer will remain responsible for maintenance, storage and custody for all such funds or other assets.
(iii)	having discretion over Customer's orders, including, but not limited to, price, size, time or routing destination.
(iv)	recommending any purchase or sale of, or otherwise providing advice with respect to, any particular asset for which Customer deploys the Routefire Product.
(v)	providing credit to Customer.
(vi)	displaying quotations for any particular asset for which Customer deploys the Routefire Product.
(vii)	bringing together orders of multiple buyers and sellers of any asset or using established, non-discretionary methods (whether by providing a trading facility or by setting rules) under which such orders interact with each other.
(viii)	editing or modifying the content of the communications made by Customer when deploying the Routefire Product, or filtering, evaluating, or commenting upon any communications.

3.	Fees
3.1	Fees. Customer will pay Routefire the fees set forth in the Order Form.  Except as otherwise specified herein or in any applicable Order Form, fees are payable in United States dollars, payment obligations are non-cancelable, and fees paid are non-refundable.
3.2	Late Payment.  Routefire may suspend access to the Routefire Product immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) calendar days past the applicable due date.
3.3	Taxes.  All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively "Taxes").  Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Routefire.  Customer will not withhold any taxes from any amounts due to Routefire.

4.	Proprietary Rights and Confidentiality
4.1	Proprietary Rights.  As between the parties, Routefire exclusively owns all right, title and interest in and to the Routefire Product and Routefire's Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data and Customer's Confidential Information.
4.2	Feedback.  Customer may from time to time provide Routefire suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to the Routefire Product.  Routefire will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality.  Routefire will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
4.3	Confidentiality.  Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder.  However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.  Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.  Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure.  In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.  Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
4.4	Performance Metrics.  Customer further agrees that Routefire has the right to aggregate, collect and analyze data and other information relating to the performance of the Routefire Product and shall be free (during and after the term hereof) to (i) use such data and other information to improve Routefire's products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5.	Warranties and Disclaimers
5.1	Routefire.  Routefire warrants that it will, consistent with prevailing industry standards, perform the Routefire Product in a professional and workmanlike manner and the Routefire Product will conform in all material respects with the Documentation.  For breach of the foregoing express warranty, Customer's exclusive remedy shall be the re-performance of the deficient Routefire Product or, if Routefire cannot re-perform such deficient Routefire Product as warranted, Customer shall be entitled to terminate this Agreement.
5.2	Customer.  Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Routefire to use the same as contemplated hereunder.  Customer will verify the accuracy of any API keys provided by it or its end users, perform any actions required under applicable law in order for Customer to deploy the Routefire Product and ensure that its privacy policy contains disclosures in compliance with applicable law regarding the provision to Routefire of end user data and use of such data in accordance with this Agreement.
5.3	Beta Products.  From time to time, Customer may have the option to participate in a program with Routefire where Customer gets to use alpha or beta products, features or documentation (collectively, "Beta Products") offered by Routefire.  THE BETA PRODUCTS ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES.  CUSTOMER OR ROUTEFIRE MAY TERMINATE CUSTOMER'S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
5.4	DISCLAIMERS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE ROUTEFIRE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY.  CUSTOMER ACKNOWLEDGES THAT THE ROUTEFIRE PRODUCT IS BASED ON STATISTICAL MODELS AND ALGORITHMS, AND THAT THESE MODELS AND ALGORITHMS ARE SUBJECT TO CERTAIN LIMITATIONS THAT MAY IMPACT THE RESULTS OF CUSTOMER'S USE AND DEPLOYMENT OF THE ROUTEFIRE PRODUCT.  ROUTEFIRE AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE ROUTEFIRE PRODUCT OR THE RESULTS CUSTOMER MAY OBTAIN BY USING OR DEPLOYING THE ROUTEFIRE PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ROUTEFIRE AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE ROUTEFIRE PRODUCT WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF THE ROUTEFIRE PRODUCT WILL MEET CUSTOMER'S REQUIREMENTS. CUSTOMER ACKNOWLEDGES THAT NEITHER ROUTEFIRE NOR ITS THIRD PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE ROUTEFIRE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.  ROUTEFIRE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY ROUTEFIRE, THE ROUTEFIRE PRODUCT IS PROVIDED TO CUSTOMER ON AN "AS IS" BASIS.

6.	Indemnification
6.1	Indemnity by Routefire.  Routefire will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Routefire Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against (or any settlement approved by Routefire) Customer in connection with any such Claim; provided that (a) Customer will promptly notify Routefire of such Claim, (b) Routefire will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Routefire may not settle any Claim without Customer's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Routefire in connection therewith.  If the use of the Routefire Product by Customer has become, or in Routefire's opinion is likely to become, the subject of any claim of infringement, Routefire may at its option and expense (i) procure for Customer the right to continue using and receiving the Routefire Product as set forth hereunder; (ii) replace or modify the Routefire Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement.  Routefire will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Routefire Product by Customer not in accordance with this Agreement; (C) modification of the Routefire Product by any party other than Routefire without Routefire's express consent; (D) Customer Confidential Information or (E) the combination, operation or use of the Routefire Product with other applications, portions of applications, product(s) or services to the extent the Claim relates to such combination, operation or use ("Excluded Claims").  This Section states Routefire's sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
6.2	Indemnification by Customer.  Customer will defend Routefire against any Claim made or brought against Routefire by a third party arising out of the Excluded Claims or any breach of Section 5.2, and Customer will indemnify Routefire for any damages finally awarded against (or any approved settlement) Routefire in connection with any such Claim; provided that (a) Routefire will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Routefire's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Routefire of all liability) and (c) Routefire reasonably cooperates with Customer in connection therewith.

7.	Limitation of Liability
EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (A) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE SERVICE OR TECHNOLOGY; (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID (OR, IN THE CASE OF CUSTOMER'S LIABILITY, PAID AND/OR PAYABLE) BY CUSTOMER IN THE PRECEDING 12 MONTHS.

8.	Termination
8.1	Term.  The term of this Agreement will commence on the Effective Date of the initial Order Form and continue until terminated as set forth below.  The initial term of each Order Form will begin on the Order Form Effective Date of such Order Form and will continue for the subscription term set forth therein.  Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) calendar days prior to the end of the then-current term.
8.2	Termination.  Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect.  Each party may also terminate this Agreement upon written notice in the event (a) the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) calendar days after written notice of such breach or (b) subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) calendar days. Routefire may terminate this Agreement and access to the Routefire Product immediately, and in its sole discretion, in the event that applicable law, rule or regulation makes it impermissible for Routefire to continue offering the Routefire Product.
8.3	Survival.  Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

9.	General
9.1	Export Compliance.  Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Routefire Product.
9.2	Publicity.  Customer agrees that Routefire may refer to Customer's name and trademarks in Routefire's marketing materials and website; however, Routefire will not use Customer's name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer's prior written consent (which may be by email).
9.3	Assignment; Delegation.  Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement.  Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void.  Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
9.4	Amendment; Waiver.  No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.  Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision.  Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
9.5	Relationship.  Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
9.6	Unenforceability.  If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
9.7	Governing Law.  This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
9.8	Notices.  Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery.  Notices to the parties must be sent to the respective address set forth in the signature blocks below.
9.9	Entire Agreement.  This Agreement, including any Order Forms, comprises the entire agreement between Customer and Routefire with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written).  No oral or written information or advice given by Routefire, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
9.10	Force Majeure.  Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control ("Force Majeure Event"), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
9.11	Interpretation.  For purposes hereof, "including" means "including without limitation".
                        

Appendix

Providing customers with enterprise-grade solutions for cryptocurrency trading is at the heart of the Routefire mission, and we take pride in the security of our own technology as well as the help we can sometimes be to our clients.

For a complete description of our standards and how we implement them, please refer to the full policy linked below. This document discusses the sensitive data Routefire protects and selected key controls from the greater framework.

Data Security Policy

Sensitive data

The only sensitive data stored by Routefire is customer API keys. The keys are encrypted at source and stored directly in an encrypted database on a secure server inside the Routefire network, from which they never leave. Safeguards are in place to prevent accidental leaking of information by system logs or programmer error — for example, the methods that render to the string type purposefully omit the sensitive data in the rendering. This and other techniques prevent API keys from accidental compromise, while the encryption in flight and at rest protect against intentional attempts at compromise by an attacker.

For a complete description of our standards and how we implement them, please refer to the full policy in the attachment entitled Data Security Policies and Procedures. This document discusses the sensitive data Routefire protects and selected key controls from the greater framework.

Authentication mechanisms

The Routefire authentication mechanism — used both in the application and the API — is based on a proven model of security. JWT tokens are provided to clients, which authorize API calls against Routefire's backend trading servers. As with all JWTs, they expire quickly and employ a sophisticated refresh scheme to ensure security while maintaining a good user experience.

Specific roles are attached to the tokens, and they are transmitted over an encrypted channel for storage safely on the user's device. This security model is largely considered best practice, and is typically used for the most security-sensitive applications.

Monitoring and testing

In order to ensure the Routefire application and API keys are protected to the highest possible standard, networks and systems are continually monitored and tested. Comprehensive audit logs are maintained on all systems that contain sensitive data, and periodic penetration testing and vulnerability assessment are used to ensure the ongoing efficacy of the controls.

Furthremore, in order to prevent code with poor security from entering our codebase, Routefire has a strict policy of pull requests and code review. This helps ensure that all Routefire technology meets our stringent security standards, both now and on an ongoing basis.

Get in touch.

If you'd like to use Routefire, or to learn more about the company, please contact us using the form below.