Aries Financial Inc.

Developer Agreement

Version 1.0

This Developer Agreement (“Agreement”) is a binding agreement between Aries Financial Inc., a Delaware corporation (“Aries,” “we,” “us,” or “Company”), and any individual or entity (“Developer,” “you”) that accesses or uses any Aries application programming interfaces, software development kits, webhooks, or related developer services (collectively, the “API”).

1. Acceptance of This Agreement

By accessing or using the API, you agree to be bound by this Agreement.If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have full authority to bind that entity.This Agreement is effective as of the earlier of:

the date you first access the API, or
the date you click or otherwise indicate acceptance of this Agreement.

2. Updates to This Agreement and the API

2.1 Changes to This Agreement

Aries may modify this Agreement at any time. Updated versions will be posted or otherwise made available to you. Continued use of the API constitutes acceptance of the updated Agreement.

2.2 Changes to the API

Aries may modify, update, deprecate, or discontinue any part of the API at any time.

Beta APIs may change without notice.
For stable APIs, Aries will use commercially reasonable efforts to provide advance notice of material breaking changes.

You are responsible for updating your integration in a timely manner.

2.3 Rate Limits and Controls

Aries enforces rate limits and other controls to ensure platform integrity, security, and fairness. Aries may modify these limits at any time without notice, and you agree not to attempt to circumvent them.

3. Permitted Use and Prohibited Activities

The API may be used only for purposes expressly authorized by Aries and in compliance with all applicable laws, regulations, and Aries policies.

3.1 Prohibited Uses

You may not:

Collect, scrape, cache, aggregate, resell, or redistribute data obtained through the API except as strictly necessary to support your own authorized application.
Facilitate trading, account access, or account creation on behalf of other users unless expressly authorized in writing by Aries.
Request, store, or transmit user credentials (including passwords or MFA codes).
Use the API to manipulate markets, evade controls, or engage in fraudulent, deceptive, or abusive behavior (including spoofing, wash trading, or similar activity).
Attempt to access accounts, data, or systems not expressly authorized to you.
Use the API for benchmarking, competitive analysis, or service monitoring without Aries’s prior written consent.
Sublicense, resell, lease, or provide the API to any third party.
Interfere with, disrupt, or degrade the API or Aries systems.
Transmit data over insecure or unencrypted channels.

4. Developer Responsibilities

4.1 Registration and Eligibility

To use the API, you must:

maintain an active Aries account (if applicable);
comply with all Aries terms, rules, and policies;
provide accurate and current contact information.

4.2 Security

You are solely responsible for:

safeguarding API keys, tokens, and credentials;
all activity occurring under your credentials, whether authorized or not.

You must immediately notify Aries of any suspected compromise.

4.3 Best Practices

You agree to use the API efficiently and responsibly, including:

exponential backoff on retries;
bounded retry attempts;
monitoring, logging, and alerting for abnormal behavior.

4.4 Cooperation and Audit

You agree to promptly respond to Aries inquiries regarding API usage.Aries may audit your API usage upon reasonable notice to verify compliance.

5. API Limits, Suspension, and Termination

Aries may:

impose or modify usage limits;
throttle or restrict access;
suspend or terminate your API access immediately if Aries reasonably believes you are in violation of this Agreement or applicable law.

Aries will not be liable for any damages resulting from suspension or termination.

6. Intellectual Property and Licenses

6.1 Aries IP

All rights, title, and interest in and to the API, Aries services, documentation, trademarks, and related materials (“Aries IP”) remain with Aries.Except for the limited right to use the API under this Agreement, no rights are granted.

6.2 Sample Code

Any sample code is provided for illustrative purposes only, without warranty, and is used at your own risk.

6.3 Open-Source and Third-Party Software

Certain components may be subject to separate open-source or third-party licenses, which will govern those components.

6.4 Public Statements

You may not issue public statements, marketing materials, or press releases referencing Aries, the API, or this Agreement without prior written approval.

7. Confidentiality

You may receive non-public, confidential, or proprietary information (“Confidential Information”).You agree to:

use Confidential Information solely to exercise rights under this Agreement;
protect it with reasonable care;
not disclose it without Aries’s prior written consent.

8. Term and Termination

This Agreement remains in effect until terminated.

Aries may terminate or suspend this Agreement at any time, with or without cause.
You may terminate by discontinuing API use.

Upon termination, all licenses granted to you immediately cease.

9. General Provisions

9.1 Indemnification

You agree to defend, indemnify, and hold harmless Aries, its affiliates, officers, directors, employees, and agents from all claims, damages, liabilities, and expenses arising from:

your use of the API;
your application or services;
your violation of this Agreement or applicable law;
your negligence or willful misconduct.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.ARIES’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED $100 USD.

9.3 Disclaimer of Warranties

THE API AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

9.4 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except where federal law applies.

9.5 Feedback

Any feedback you provide may be used by Aries without restriction or obligation to you.

10. Contact Information