Schedule 4
API Terms of Service
These API Terms of Service (the “API Terms”) govern the access to and use of the application programming interfaces, software development kits, documentation, and related tools (collectively, the “API”) provided by SPY Genesis Corp. (trading as “SpacePay”), a company incorporated under the laws of the Republic of Panama (Escritura Pública No. 1031), with registered office at Via Ricardo J. Alfaro, Edificio PH The Century Tower, Office 317, Corregimiento de Betania, District of Panama, Province of Panama, Republic of Panama (the “Company”, “we”, “us” or “our”) to the entity identified in the applicable Order Form or registration process (the “Client”, “you” or “your”).
1. Definitions
“API Key” means the unique authentication credential issued by the Company to the Client for the purpose of accessing the API.
“Client Data” means any data submitted to the API by the Client or on the Client’s behalf, including transaction requests, wallet addresses, and end-user information.
“Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be considered confidential.
“Documentation” means the technical documentation, integration guides, and specifications provided by the Company for the API.
“End User” means any individual who initiates or receives a payment transaction processed through the API.
“Fees” means the fees payable by the Client as set out in the applicable Order Form or pricing schedule.
“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual property rights of whatever nature.
“Order Form” means the order form, statement of work, or other document referencing these API Terms and setting out the specific services, fees, and terms applicable to the Client.
“Personal Data” has the meaning given to it in the GDPR.
“Prohibited Jurisdiction” means any jurisdiction subject to comprehensive sanctions administered by the European Union, the United Nations Security Council, the United States Office of Foreign Assets Control, or His Majesty’s Treasury, and any other jurisdiction notified by the Company to the Client from time to time.
“Services” means the crypto-to-fiat payment processing services provided by the Company through the API.
“SLA” means the service level agreement set out in Annex A to these API Terms.
2. Licence and Access
2.1Subject to the Client's compliance with these API Terms and timely payment of all Fees, the Company grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the API solely for the purpose of integrating the Services into the Client's platform.
2.2The Client shall not: (a) sublicence, sell, lease, or otherwise transfer access to the API to any third party; (b) use the API to build a competing product or service; (c) reverse-engineer, decompile, or disassemble any part of the API; (d) exceed any rate limits, call volume quotas, or other usage restrictions specified in the Documentation or communicated by the Company; or (e) use the API in any manner that violates applicable law.
2.3API Keys are confidential and must be stored securely. The Client is responsible for all activity that occurs under its API Keys and must notify the Company immediately upon becoming aware of any unauthorised use or security breach.
3. Client Obligations
3.1The Client represents and warrants that: (a) it holds all licences, authorisations, and registrations required by applicable law to operate its platform, including any gambling licence, payment services licence, or equivalent authorisation; (b) it will provide evidence of such licences upon request; and (c) it will notify the Company immediately of any change to its regulatory status.
3.2The Client shall maintain and enforce adequate anti-money laundering, know-your-customer, and counter-terrorist financing procedures with respect to its End Users, in compliance with all applicable laws and regulations.
3.3The Client shall not use the Services to process transactions: (a) involving End Users located in or connected to a Prohibited Jurisdiction; (b) that the Client knows or ought reasonably to suspect involve the proceeds of crime, terrorist financing, or sanctions evasion; (c) relating to unlicensed gambling activities; or (d) in violation of any applicable law.
4. Fees and Payment
4.1The Client shall pay the Fees set out in the applicable Order Form. Unless otherwise specified, Fees are stated exclusive of VAT or other applicable taxes, which shall be payable in addition at the prevailing rate.
4.2Invoices are issued monthly in arrears and are payable within thirty (30) days of the invoice date. Late payments shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
4.3The Company reserves the right to modify the Fee structure upon sixty (60) days' prior written notice. If the Client does not agree to the modified Fees, it may terminate these API Terms by written notice given before the effective date of the modification.
5. Data Protection
5.1To the extent that the Company processes Personal Data on behalf of the Client in connection with the Services, the parties acknowledge that the Client is the data controller and the Company is the data processor for such Personal Data.
5.2The processing of Personal Data shall be governed by the Data Processing Agreement set out in Schedule 7, which is incorporated into these API Terms by reference.
6. Intellectual Property
6.1All Intellectual Property Rights in the API, Documentation, and Services are and shall remain the exclusive property of SPY Genesis Corp. Nothing in these API Terms grants the Client any right, title, or interest in or to the API beyond the limited licence set out in clause 2.1.
6.2All Intellectual Property Rights in the Client Data are and shall remain the property of the Client. The Client grants the Company a non-exclusive, worldwide licence to use the Client Data solely for the purpose of providing the Services and fulfilling its obligations under these API Terms.
7. Indemnification
7.1The Client shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's breach of these API Terms; (b) the Client's violation of any applicable law; (c) the Client's failure to maintain required licences; or (d) any third-party claim arising from the Client's use of the Services.
8. Limitation of Liability
8.1Subject to clause 8.3, the Company's aggregate liability under or in connection with these API Terms shall not exceed the total Fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.
8.2Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, loss of profits, loss of business, loss of data, or loss of goodwill, however caused, even if advised of the possibility of such damages.
8.3Nothing in these API Terms excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the confidentiality obligations set out in clause 10; or (d) the Client's indemnification obligations under clause 7.
9. Term and Termination
9.1These API Terms commence on the date of the applicable Order Form and continue for the initial term specified therein. Thereafter, they shall renew automatically for successive periods of twelve (12) months unless either party gives the other not less than ninety (90) days' written notice of non-renewal.
9.2Either party may terminate these API Terms immediately by written notice if: (a) the other party commits a material breach that, if capable of remedy, is not remedied within thirty (30) days of written notice; (b) the other party becomes insolvent, enters administration, liquidation, or any analogous proceeding; or (c) the other party's required licences or authorisations are revoked or suspended.
9.3The Company may suspend the Client's access to the API immediately and without notice if: (a) the Company reasonably believes the Client's use poses a risk of harm to the Company, the API, or any third party; (b) the Company is required to do so by law or by a regulatory authority; or (c) the Client's account is more than sixty (60) days past due.
9.4Upon termination: (a) all rights and licences granted to the Client shall cease immediately; (b) the Client shall cease all use of the API and delete all API Keys; (c) all Fees accrued prior to termination shall become immediately due and payable; and (d) clauses that by their nature should survive termination shall survive, including clauses 6, 7, 8, 10, and 12.
10. Confidentiality
10.1Each party shall keep confidential all Confidential Information of the other party and shall not disclose it to any third party without the prior written consent of the disclosing party, except: (a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under these API Terms; or (b) as required by law, court order, or any governmental or regulatory authority.
10.2The obligations of confidentiality shall survive termination of these API Terms for a period of five (5) years.
11. Force Majeure
11.1Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, blockchain network congestion or failures, and failures of third-party infrastructure, provided that the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.
12. Governing Law and Dispute Resolution
12.1These API Terms shall be governed by and construed in accordance with the laws of England and Wales.
12.2Any dispute arising out of or in connection with these API Terms shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (LCIA), which rules are deemed incorporated by reference. The seat of arbitration shall be London, England. The language of the arbitration shall be English. The arbitral tribunal shall consist of one (1) arbitrator appointed in accordance with the LCIA Rules.
12.3Nothing in this clause shall prevent either party from seeking interim or injunctive relief from the courts of England and Wales.
Last updated: 16 February 2026