This API Agreement (the "Agreement") is entered into by and between the entity you represent ("you" or "your") and Hoodpay, LLC ("Hoodpay," "we," "us," or "our") and sets forth the terms and conditions that govern your access to and use of the Hoodpay Application Programming Interface (the "API") and any related software, materials, and documentation (collectively, the "API Materials"). By accessing or using the API, you agree to be bound by this Agreement.

1.1 Subject to the terms and conditions of this Agreement, Hoodpay grants you a non-exclusive, non-transferable, revocable, limited license to access and use the API solely for the purpose of integrating your software application (the "Application") with Hoodpay's software-as-a-service (SaaS) cryptocurrency payment processing services (the "Services"). This license allows you to:

(a) Access and use the API and API Materials to develop, test, and support your Application;

(b) Make the Services available to your end users through the Application; and

(c) Distribute and display the API results, including transaction data and other content made available through the API, within your Application.

1.2 You acknowledge and agree that the license granted under this Agreement does not include the right to:

(a) Use the API, API Materials, or Services for any illegal, fraudulent, or unauthorized purposes;

(b) Sell, lease, sublicense, distribute, or otherwise transfer the API, API Materials, or Services, or any rights thereto, to any third party, except as expressly permitted under this Agreement;

(c) Modify, reverse engineer, decompile, disassemble, or create derivative works based on the API, API Materials, or Services, except as explicitly permitted by this Agreement or applicable law;

(d) Remove, obscure, or alter any copyright, trademark, or other proprietary notices, legends, or symbols contained within the API, API Materials, or Services; or

(e) Use the API or Services in a manner that competes with or is intended to replace Hoodpay's own offerings or services.

1.3 You are solely responsible for providing any necessary notices and obtaining any required consents from your end users related to your access and use of the API, API Materials, and Services.

1.4 Hoodpay reserves the right to monitor your use of the API and API Materials to ensure compliance with this Agreement and to maintain the quality, security, and integrity of the API and Services. Any unauthorized use or breach of this Agreement may result in the immediate termination of your access and use of the API, API Materials, and Services.

2.1 Rate Limiting. Hoodpay reserves the right to impose certain limitations on your use of the API to maintain the stability and security of our systems. Currently, you may not make more than 60 requests to the API every 10 seconds. We reserve the right to modify or update these limitations at any time in our sole discretion. If you require a higher rate limit, you must contact Hoodpay to discuss potential options.

2.2 Prohibited Use. You agree not to abuse or attempt to interfere with the proper functioning of the API or Services, including, but not limited to:

(a) Bypassing any rate limits, security measures, or other restrictions imposed by Hoodpay;

(b) Accessing, tampering with, or using non-public areas of the API, Hoodpay's computer systems, or the technical delivery systems of Hoodpay's providers;

(c) Probing, scanning, or testing the vulnerability of any system or network, or breaching or circumventing any security or authentication measures;

(d) Decompiling, reverse engineering, or disassembling the API or API Materials, except as permitted by applicable law;

(e) Using any automated system, including, without limitation, robots, spiders, or offline readers, that access the API or Services in a manner that sends more request messages to the Hoodpay servers than a human can reasonably produce in the same period;

(f) Transmitting or otherwise making available any content that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;

(g) Using the API, API Materials, or Services for any purpose or in any manner that infringes or misappropriates any third party's intellectual property, privacy, or other rights; or

(h) Encouraging or enabling any other individual or entity to engage in any of the prohibited uses described above.

2.3 Compliance with Laws. You agree to comply with all applicable laws, rules, and regulations in connection with your access and use of the API, API Materials, and Services, including but not limited to data protection and privacy laws, export control laws, and any other applicable regulatory requirements.

2.4 Hoodpay's Right to Suspend or Terminate Access. We reserve the right to suspend or terminate your access to the API, API Materials, or Services, without notice, if we determine, in our sole discretion, that you have violated any of the rate-limiting, use restrictions, or other terms and conditions set forth in this Agreement.

3.1 API Transaction Fees. For each transaction processed through the API, Hoodpay will charge a standard fee of 1% of the transaction amount plus $0.10 per payment. This fee covers the costs associated with providing the API and Services, including payment processing, security, and support.

3.2 Fee Discounts. Certain businesses may qualify for discounted fees, with rates as low as 0.25% per transaction. To determine eligibility for reduced fees, businesses must submit an application to Hoodpay for review. Factors that may be considered in determining eligibility for fee discounts include, but are not limited to, transaction volume, industry type, business size, and risk profile. The decision to grant a fee discount is at Hoodpay's sole discretion, and any approved discounted fees may be subject to change at any time.

3.3 Taxes. All fees under this Agreement are exclusive of applicable taxes. You are responsible for the payment of all taxes, duties, and other governmental charges related to your use of the API and Services, excluding any taxes based on Hoodpay's net income. If Hoodpay is required to collect or pay any taxes on your behalf, such taxes will be invoiced to you and are payable in accordance with the invoicing and payment terms set forth in this Agreement.

3.4 Fee Changes. Hoodpay reserves the right to modify its fees at any time, in its sole discretion, upon providing you with thirty (30) days' prior written notice. If you do not agree to the fee changes, you may terminate this Agreement by ceasing your use of the API, API Materials, and Services prior to the effective date of the fee changes. Your continued use of the API, API Materials, and Services following the effective date of the fee changes constitutes your acceptance of the new fees.

4.1 Security Measures. Security is of utmost importance to Hoodpay. We employ reasonable and appropriate technical, administrative, and physical safeguards to protect the API, Services, and your data. These measures may include, but are not limited to, encryption, access controls, secure storage, network segmentation, security monitoring, and regular vulnerability assessments. You agree to comply with all applicable security requirements and best practices in connection with your access and use of the API and API Materials.

4.2 Data Protection. In processing any personal data in connection with the API or Services, both parties agree to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant data protection or privacy legislation. You shall implement appropriate measures to ensure the confidentiality, integrity, and availability of personal data processed through your Application.

4.3 Incident Response. In the event of a security breach involving the API or Services, Hoodpay will promptly notify you and work with you to investigate, mitigate, and remediate the breach. You agree to cooperate with Hoodpay in good faith to address and resolve any security incidents involving the API, API Materials, or Services.

4.4 Audits and Assessments. Hoodpay may conduct periodic audits and assessments of your use of the API, API Materials, and Services to ensure compliance with this Agreement, including but not limited to security practices and data protection measures. You agree to provide Hoodpay with any requested information and assistance to facilitate such audits and assessments.

4.5 Security Training. You shall ensure that all employees, contractors, or other personnel with access to the API or API Materials receive appropriate security training in accordance with industry best practices and are aware of their responsibilities under this Agreement.

4.6 Reporting Security Vulnerabilities. If you discover any security vulnerabilities or issues related to the API or Services, you agree to notify Hoodpay promptly and in writing, and to work with us to address and remediate such issues. You shall not disclose any security vulnerabilities or issues to any third party without Hoodpay's prior written consent.

4.7 Security Updates. Hoodpay may, from time to time, provide updates, patches, or other modifications to the API or API Materials to address security vulnerabilities, improve functionality, or comply with legal requirements. You are responsible for promptly implementing any such updates to ensure the continued security and integrity of your Application and its integration with the API and Services.

All rights, titles, and interests in and to the API, API Materials, and Services, including any modifications, improvements, and derivative works thereof, are and will remain the exclusive property of Hoodpay and its licensors. Nothing in this Agreement grants or conveys to you any rights in or to the API, API Materials, or Services, except for the limited license granted in Section 1.

This Agreement will commence on the date you first access or use the API and will continue in effect until terminated by either party. You may terminate this Agreement at any time by ceasing your access and use of the API and API Materials. Hoodpay may terminate this Agreement at any time, for any reason, with or without notice. Upon termination, you must immediately cease all access and use of the API and API Materials.

THE API, API MATERIALS, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. HOODPAY DOES NOT WARRANT THAT THE API, API MATERIALS, OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

IN NO EVENT WILL HOODPAY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE API, API MATERIALS, OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. IN NO EVENT WILL HOODPAY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY YOU TO HOODPAY UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree to defend, indemnify, and hold harmless Hoodpay, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the API, API Materials, or Services, including, but not limited to, any infringement of any intellectual property or other rights of any third party.

This Agreement and any disputes arising out of or relating to it will be governed by and construed in accordance with the laws of the jurisdiction where Hoodpay is incorporated, without regard to its conflict of law provisions. Each party consents to the exclusive jurisdiction and venue of the courts located in such jurisdiction for any action or proceeding arising out of or relating to this Agreement.

Hoodpay reserves the right to modify or update this Agreement at any time, in its sole discretion. You are responsible for regularly reviewing this Agreement for any changes. Your continued access or use of the API and API Materials following any changes to this Agreement constitutes your acceptance of those changes.

This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between the parties relating thereto. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any provision of this Agreement will be deemed a further or continuing waiver of such provision or any other provision.

If you have any questions, concerns, or feedback regarding this Agreement, the API, or Services, please feel free to contact us using the information below:

Hoodpay, LLC

1309 Coffeen Avenue Ste 8393

Sheridan, WY 82801

United States

Email: [email protected]

Our team is committed to providing prompt and comprehensive assistance to address your inquiries. Please allow us a reasonable amount of time to respond to your communications, and we will make every effort to resolve any issues or provide the necessary information in a timely manner.