UNISWAP LABS API TERMS OF USE
These Uniswap Labs API Terms of Use (the “Agreement”) describe your rights and obligations when accessing certain application programming interfaces made available by Universal Navigation, Inc. dba “Uniswap Labs”, a Delaware corporation (“Uniswap Labs”) that (a) allows you to access data and information relating to Swaps and Gasless Swaps (as defined below) that occur across different versions of the Uniswap Protocol and (b) provide for other related functionality, as developed and made available by Uniswap Labs from time to time, for interacting with the Uniswap Protocol (collectively, the “Uniswap APIs”). As used herein, “Swap(s)” shall mean the exchange of one crypto asset for another where the user initiating the exchange pays the cost of execution to the network directly and “Gasless Swap(s)” shall mean the exchange of one crypto asset for another where an independent third-party “filler” pays the cost of execution to the network.
The Agreement is entered into by and between Uniswap Labs and the entity or person accessing the Uniswap APIs (“Developer”, or “you”). If you are accessing or using the Uniswap APIs on behalf of your company, you represent that you are authorized to enter into the Agreement on behalf of your company.
PLEASE REVIEW THESE TERMS OF USE CAREFULLY. ONCE ACCEPTED, THE TERMS AND CONDITIONS OF THE AGREEMENT WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND UNISWAP LABS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU SHOULD NOT ACCEPT THESE TERMS OF USE, MUST IMMEDIATELY STOP USING THE UNISWAP APIS AND SHALL NOT USE THE UNISWAP APIS.
1. Access to Uniswap APIs
1.1 Registration In order to access and use the Uniswap APIs, you may be required to register an account by providing us with your email and other information requested in our registration form. You agree to provide us with complete and accurate registration information. You may not attempt to impersonate another person (or entity) in the registration. If you are registering on behalf of an organization, you warrant that you are authorized to agree to this Agreement on their behalf. You agree to be responsible for the security of your account. You accept that you are solely responsible for all activities that take place through your account, and that failure to limit access to your devices or systems may permit unauthorized use by third-parties.
1.2 Eligibility You represent and warrant that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury); (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States; (c) engaged in the business of offering illegal or controlled products or services including, without limitation, firearms, explosives, dangerous materials, drugs, pornography, illegal gambling, human trafficking, wildlife trade, products and services derived from endangered or threatened species or other activities which may be considered illegal, dangerous or harmful; or (d) shall not and will not allow restricted parties to use a virtual private network (e.g., a VPN) or other means to inappropriately/evasively access the Uniswap APIs.
1.3 Right to Access Subject to your adherence to all of the terms and conditions of this Agreement, Uniswap Labs grants you a non-exclusive, non-sublicensable, non-transferable, non-assignable, non-distributable, revocable right during the term of this Agreement to access and use the Uniswap APIs solely to develop, reproduce, and distribute applications or implementations that interoperate with the Uniswap APIs (“Developer Applications”). You agree that you are only granted a limited right to use the Uniswap APIs solely in accordance with the terms of this Agreement, and each Developer Application that interoperates with the Uniswap APIs (including your use of Uniswap’s API responses, which includes values, call data, and quotes) in accordance with the terms of this Agreement shall be referred to herein as an “Integration”.
1.4 No Charge Uniswap Labs currently makes the Uniswap APIs available without charge. Uniswap Labs reserves the right, in its sole discretion, to introduce fees for access to or use of the Uniswap APIs or for any other products or services offered by Uniswap Labs in the future, upon reasonable prior notice.
1.5 Modification of APIs Uniswap Labs may, at any time and in its sole discretion, modify, update, enhance, restrict, suspend, or discontinue the Uniswap APIs, in whole or in part, including by changing or removing features, functionality, endpoints, specifications, documentation, access methods, usage limits, or availability. Uniswap Labs has no obligation to maintain or support any particular version of the Uniswap APIs or to ensure backward compatibility. Any such modifications may be made with or without notice and may result in interruptions to or degradation of the Uniswap APIs. Uniswap Labs shall have no liability arising out of or related to any modification, suspension, or discontinuation of the Uniswap APIs, and Developer acknowledges that its use of the Uniswap APIs is at its own risk and that it should not rely on the continued availability of any aspect of the Uniswap APIs.
1.6 Additional Terms This Agreement incorporates by reference Uniswap Labs’s Terms of Service and Privacy Policy, as each may be updated from time to time. In the event of any conflict between this Agreement and the Terms of Service or Privacy Policy, this Agreement shall control solely with respect to use of the Uniswap APIs.
2. Developer Responsibilities
2.1 End User Terms You are solely responsible for (i) determining the functionalities of the underlying Uniswap Protocol that are made available to end users and end customers of your Developer Applications (“End Users”), including through the Integration; and (ii) your Integrations and interactions with the Uniswap Protocol. In addition, you will, prior to making an Integration available to any End User and the use by any End User of an Integration, either (a) ensure that such End User expressly agrees to be bound by Uniswap Labs’s Terms of Service, as amended from time to time, and Privacy Policy (collectively, the “Uniswap Terms”); or (b) ensure that such End User expressly agrees to be bound by (1) your own terms and conditions that are consistent with and as protective of Uniswap Labs as Uniswap’s Terms of Service (your terms and conditions, the “Developer Terms”) (including, but not limited to, terms relating to sanctions compliance, intellectual property rights, data rights, disclaimers of warranties, limitations of liability, class action waivers, and arbitration, and jurisdictional access limitations); and (2) a Privacy Policy that is easily accessible within your Developer Applications that is compliant with Applicable Laws and includes sufficient disclosures that permit Uniswap Labs to process personal data as contemplated under this Agreement. You understand that the Uniswap Terms may, at any time, be amended by Uniswap Labs, and you will consult the Uniswap Terms regularly to confirm that any Developer Terms, if applicable, remain consistent with and as protective of Uniswap Labs as the Uniswap Terms. The Developer Terms will include Uniswap Labs as a beneficiary within the scope of any and all disclaimers, releases, indemnified parties, and limitations of liability set forth in any terms and conditions or other agreements with End Users, which may be satisfied through general reference to your “licensors” in the Developer Terms.
2.2 Enforcing Violations You shall be responsible and take full liability for any End Users’ adherence with the Uniswap Terms or Developer Terms, as applicable, and any issues which arise from (i) End Users who utilize the Uniswap APIs or any Integration and have not accepted the Uniswap Terms or the Developer Terms, as applicable, and (ii) your Integrations. Upon any breach by an End User of the Uniswap Terms or the Developer Terms, as applicable, You shall promptly notify Uniswap Labs thereof and, upon request by Uniswap Labs, promptly suspend or revoke such End User’s access to the Uniswap APIs and Integration.
2.3 Data Security You will implement and maintain appropriate technical and organizational measures to protect the confidentiality and security of (a) the Uniswap APIs; (b) all data and information obtained by you through the Uniswap APIs; and (c) all other data or information obtained from Uniswap Labs relating to this Agreement or the activities contemplated hereunder. Furthermore, you agree that it shall not distribute or otherwise transfer any Uniswap API key to any third-party and shall only utilize those Uniswap API keys that are provided to you pursuant to this Agreement.
2.4 Technology Restrictions You agree that you will not, directly or indirectly (a) sublicense the Uniswap APIs for use by a third party (provided that you may make functionality enabled by the Uniswap API for use by its end users solely through an Integration); (b) reverse engineer or attempt to extract the source code or underlying methodology from the Uniswap APIs or any related software, except to the extent that this restriction is expressly prohibited by Applicable Laws, the Uniswap Terms or Developer Terms, as applicable; (c) use or facilitate the use of the Uniswap APIs for any activities that are prohibited by Applicable Laws or otherwise; (d) engage in or facilitate any fraudulent, deceptive or manipulative trading activities; (e) bypass or circumvent measures employed to prevent or limit access to the Uniswap APIs, including, but not limited to, any jurisdictional access limitations in the Uniswap Terms; (f) to create a product or service competitive with Uniswap Labs’ products or services; (g) store or maintain any data it receives through usage of the Uniswap APIs, other than as necessary to provide functionality of the Uniswap APIs to End Users; (h) create derivative works of or otherwise create, attempt to create or derive, or knowingly assist any third party to create or derive, the source code underlying the Uniswap APIs; or (i) otherwise use or interact with the Uniswap APIs for any purpose not expressly permitted under this Agreement. You acknowledge and agree that this Agreement in no way shall be construed to provide to you, or any third party, any express or implied right or license to access, use, copy, modify or otherwise exploit the Uniswap APIs or any other technology or intellectual property of Uniswap Labs, except as expressly set forth in this Agreement. “Applicable Law” means all federal and state laws, treaties, rules, regulations, regulatory and supervisory guidance, directives, policies, orders or determinations of a regulatory authority applicable to the activities and obligations contemplated under this Agreement, including but not limited to those relating to data privacy, sanctions, anti-money laundering and consumer protection.
2.5 Attribution Requirements You will clearly and conspicuously indicate that any data and information provided by Uniswap Labs through the Uniswap APIs, which may include, but not limited to, quotes, calldata, and routing type (“Uniswap API Data”) made available by the Uniswap APIs, are “Powered by Uniswap Labs” or other similar attribution approved by Uniswap Labs. Uniswap Labs hereby grants to you a non-transferable, non-sublicenseable, non-exclusive license while this Agreement is in effect to display Uniswap Labs’s name, logo and trademarks (“Uniswap Brand Features”) for the foregoing. You must only use the Uniswap Brand Features in accordance with this Agreement and for the purpose of fulfilling your obligations under this Section. In using Uniswap Brand Features, you must follow the Uniswap Labs Trademark Guidelines. You understand and agree that Uniswap Labs has the sole discretion to determine whether your attribution(s) and use of the Uniswap Brand Features are in accordance with the above requirements and guidelines.
2.6 No Modification of Uniswap API Data You agree to not (i) modify or change the Uniswap API Data prior to provision or display to End Users or (ii) make any representations, warranties or other statements on behalf of Uniswap Labs or otherwise with respect to the Uniswap APIs or Uniswap API Data, except as expressly authorized by Uniswap Labs in writing.
3. Termination
3.1 Termination of Agreement You may stop using the Uniswap APIs at any time with or without notice. Further, you may terminate this Agreement at any time by deactivating your account, revoking your API keys, or ceasing all use of the Uniswap APIs. Uniswap Labs reserves the right to terminate this Agreement with you or discontinue the Uniswap APIs or any portion or feature or your access thereto for any reason and at any time, with or without notice and in Uniswap Labs’ sole discretion, without liability or other obligation to you.
3.2 Effect of Termination Upon any termination of this Agreement or discontinuation of your access to the Uniswap APIs, you will immediately stop using the Uniswap APIs, cease all use of the Uniswap Brand Features. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, proprietary rights, indemnification, limitations of liability, and disclaimers.
4. Proprietary Rights
4.1 Reservation of Rights Uniswap and its licensors retain all right, title, and interest, including all intellectual property and proprietary rights, in and to the Uniswap APIs, and all software, code, algorithms, protocols, interfaces, tools, documentation, data structures, and other technology underlying or embodied in, or used to provide, the Uniswap APIs (collectively, “Uniswap Materials”). Except for the limited rights expressly granted to Developer under this Agreement, no rights or licenses are granted, whether by implication, estoppel, or otherwise. Uniswap expressly reserves all rights in and to the Uniswap Materials not expressly granted hereunder.
4.2 Confidential Information Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify you and your Developer Application. You will keep your credentials confidential and make reasonable efforts to prevent and discourage third parties from using your credentials. Developer credentials may not be embedded in open source projects. Our communications to you and the Uniswap APIs may contain Uniswap Labs confidential information. Uniswap Labs confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Uniswap Labs’s prior written consent. Uniswap Labs confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Uniswap Labs confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
4.3 Feedback You may from time to time provide feedback (including suggestions, comments for enhancements, functionality or usability, etc.) (“Feedback”) to Uniswap Labs regarding your experience using, and needs and integration requirements for, the Uniswap APIs. Uniswap Labs shall have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality, and you hereby grant Uniswap Labs the full, unencumbered, royalty-free right to incorporate and otherwise fully exploit Feedback in connection with Uniswap Labs’s products and services.
4.4 Aggregated Statistics Notwithstanding anything to the contrary in this Agreement, Uniswap Labs may collect, generate, derive, retain, analyze, and compile data and information relating to the access to, use of, and performance of the Uniswap APIs, including metrics, logs, and analytics (“Aggregated Statistics”). Uniswap Labs owns all right, title, and interest in and to the Aggregated Statistics and may use, disclose, publish, commercialize, and otherwise exploit Aggregated Statistics for any lawful purpose, including to operate, improve, develop, secure, benchmark, market, and make available Uniswap Labs’ products and services, and to publish industry or network metrics.
5. Disclaimer
THE UNISWAP APIS (INCLUDING ANY OUTPUT) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. UNISWAP LABS DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE UNISWAP APIS (INCLUDING ANY OUTPUT), WHETHER EXPRESS, IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF ANY OUTPUT PROVIDED BY THE UNISWAP APIS IS AT YOUR OWN RISK.
6. Limitation of Liability
WHEN PERMITTED BY LAW, UNISWAP LABS, AND UNISWAP LABS’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF UNISWAP LABS, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO ONE THOUSAND DOLLARS ($1,000). IN ALL CASES, UNISWAP LABS, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
7. Indemnification
You agree to defend and indemnify Uniswap Labs from and against any third-party claims and liabilities to the extent resulting from your Developer Application, your Integration or your breach of this Agreement, including any failure to comply with Section 2.1 (End User Terms). You must not settle any claim without Uniswap Labs’s prior written consent if the settlement would require Uniswap Labs to (a) admit fault, (b) pay any damages or other amounts, or (c) take or refrain from taking any action. Uniswap Labs may participate in a claim through counsel of its own choosing at its own expense, and you and Uniswap Labs will reasonably cooperate on the defense of any such claim.
8. Governing Law and Dispute Resolution
8.1 Governing Law This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Uniswap APIs, or the parties’ relationship (each, a “Dispute”), shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.
8.2 Binding Arbitration; JAMS Except as expressly set forth in Section 8.3 (Exceptions), any Dispute shall be finally resolved by binding arbitration administered by JAMS in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (or, if applicable, the JAMS Streamlined Arbitration Rules and Procedures), as in effect at the time the arbitration is commenced. The arbitration shall be seated in New York, New York, and conducted in English before one (1) arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
8.3 Exceptions; Injunctive Relief Notwithstanding anything to the contrary, either party may seek temporary, preliminary, or permanent injunctive relief (or other equitable relief) in any court of competent jurisdiction located in New York, New York to prevent or enjoin actual or threatened misuse, infringement, or misappropriation of its intellectual property rights, confidential information, or proprietary rights, without the necessity of posting bond or proving actual damages to the extent permitted by applicable law. In addition, either party may bring an individual claim in small claims court in New York County, New York, if the claim qualifies.
8.4 Class Action Waiver To the fullest extent permitted by applicable law, the parties agree that any Dispute will be brought and resolved on an individual basis only, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative action or proceeding. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding.
8.5 Waiver of Jury Trial To the fullest extent permitted by applicable law, each party hereby knowingly and irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or the Uniswap APIs.
8.6 Exclusive Forum for Court Proceedings To the extent any Dispute is not subject to arbitration under this Agreement, the parties agree to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, and each party irrevocably submits to such jurisdiction and venue and waives any objection based on inconvenient forum.
8.7 Confidentiality The arbitration, including the existence of the arbitration, all materials submitted, and all testimony and awards, shall be confidential and may not be disclosed except as necessary to conduct the arbitration, to enforce an award, or as required by applicable law.
8.8 Time Limit To the fullest extent permitted by applicable law, any Dispute must be brought by you within one (1) year after the claim or cause of action first arose, or it is permanently barred.
9. Miscellaneous
9.1 Export Controls 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 Uniswap APIs.
9.2 Publicity You agree that Uniswap Labs may refer to your name, logo, and trademarks in Uniswap Labs’s marketing materials and website; however, Uniswap Labs will not use your name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without your prior written consent (which may be by email) not to be unreasonably delayed.
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 Uniswap Labs 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 Uniswap Labs reserves the right in its sole discretion and at any time and for any reason to modify this Agreement. Any modifications to this Agreement shall become effective upon the date of posting. Your continued use of, or access to, the Uniswap APIs after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Uniswap APIs or terminate this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. 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 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 you may be sent to the email address provided by you when you created your account with Uniswap Labs. Notices to Uniswap Labs must be sent to the following: Universal Navigation, Inc. 228 Park Ave S, PMB 44753, New York, New York 10003, Attn: Legal.
9.8 Separate Agreements; Order of Precedence If you and Uniswap Labs have entered into a separate written agreement signed by both parties that governs your access to or use of the Uniswap APIs (an “API Integration Agreement”), then as between you and Uniswap Labs, the API Integration Agreement will control to the extent it conflicts with this Agreement. Except as set forth in an API Integration Agreement, this Agreement governs your use of the Uniswap APIs.
9.9 Entire Agreement This Agreement (together with any API Integration Agreement, if applicable) comprises the entire agreement between you and Uniswap Labs 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 Uniswap Labs, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
10. Contact Us
If you have any questions regarding this Agreement or the Uniswap APIs, please contact us at legal@uniswap.org.