Swaps API Terms of Service

1. Acceptance and parties

1.1 These Swaps API Terms of Service (the “Terms”) form a binding agreement between ICON Foundation, a foundation established under the laws of Switzerland, having its registered address at Gubelstrasse 11, 6300 Zug, Switzerland (“SODAX”, “we”, “us”), and the person or entity that creates an API Key or otherwise accesses the API (“Integrator”, “you”).

1.2 API and Keys. The “API” means the SODAX Swaps API and its endpoints, the Developer Portal and the other services SODAX operates for them, with related documentation; the SDK and Swap Widget are covered only as means of accessing those services. An “API Key” or “Key” is the credential we issue to identify you and attribute your usage of the API.

1.3 Acceptance. You accept these Terms by actively agreeing to them when you create a Key or account, whether on our website, in the Developer Portal or through the API or command-line interface, or, where we allow access without a Key, in the way our documentation specifies. Holders of Keys issued before these Terms must also accept them in this way to continue using the API. If you do not agree, do not use the API.

1.4 Authority. If you accept for an organisation, you confirm that you may bind it, and “you” means that organisation. An AI agent or tool that creates a Key does so for the person or organisation that operates it, which is the Integrator.

1.5 Eligibility. You must be at least 18, able to enter into contracts, and use the API for business purposes, not as a consumer. You may not use the API if you are a Restricted Person or in a Restricted Jurisdiction (Section 6.1).

1.6 Order Forms and written commitments. A written agreement for a Custom plan signed by SODAX and you (an “Order Form”), and any written commitment under Section 2.3, prevail over these Terms for the matters they expressly cover; an Order Form prevails over a written commitment. Our Privacy Policy also applies. For the API and the Developer Portal, these Terms prevail over the SODAX website Terms of Use.

2. Keys and Tiers

2.1 Keys. Access to the API requires a valid Key, except where our documentation allows otherwise. Keys our documentation designates for client-side use may be exposed as documented; all other Keys must be kept confidential and secure.

2.2 Your responsibility. You will keep your account information, including your registered fee wallet, accurate. You are responsible for activity under your Keys, including by tools or agents you allow to use them, except to the extent caused by a breach of SODAX’s own systems. If a Key is compromised, revoke or rotate it and tell us at api@sodax.com promptly.

2.3 Tiers. Free Keys are self-serve with standard limits. Pro Keys are granted by SODAX at its discretion, with higher limits and access to Hooks once available. Custom plans are set by an Order Form. We decide whether to grant, keep or change a Tier, unless an authorised SODAX representative has committed otherwise in writing, including by email, for example by granting a permanent Pro Key (a “written commitment”).

2.4 Hooks. Hooks may not yet be available, and no Tier guarantees that a particular Hook will be available at any time. We may enable, change or withdraw Hooks, and you are responsible for how you configure them.

3. License and restrictions

3.1 License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the API to build and run your application, wallet or service (your “Integration”) and offer Swaps to its users (“End Users”).

3.2 Restrictions. You must not, and must not let anyone else:

• work around rate limits or Tier restrictions, including by using multiple Keys or accounts;
• reverse engineer or scrape the API, or resell raw API access as a standalone product without our consent;
• interfere with, overload or attack the API or any network it routes through;
• front-run or otherwise manipulate Swaps or End User orders, or exploit pricing errors or bugs;
• misrepresent the source, price, fees or route of a Swap, or use the API for any unlawful or deceptive purpose.

3.3 Limits. Each Tier has the limits we publish or agree in writing. We may throttle or reject requests above them, or restrict usage we reasonably consider abusive.

3.4 Open-source code. Parts of the SDK are published under open-source licenses, which alone govern your use of that code. These Terms govern your access to the API, including through the SDK or Swap Widget.

4. Fees

4.1 Free use. Free and Pro Keys are free of charge, and we will not charge for them without your explicit agreement. A Custom plan is free unless its Order Form sets fees.

4.2 Custom fees. Fees for a Custom plan are set and invoiced as its Order Form provides, payable in USDC. A payment counts as received once confirmed on-chain to the invoiced address, and any refund is paid to an address you designate and we verify. Fees are non-refundable except as these Terms or the Order Form provide, and exclude taxes.

4.3 Protocol costs. Our fees are for access to the API only. Network and protocol costs of a Swap, and any fee an Integrator adds, arise under the rules of the relevant protocol and networks and are not refunded by SODAX.

5. Non-custodial service and risks

5.1 Our role. SODAX provides software. It never takes custody of your or your End Users’ assets or private keys. Swaps (exchanges of digital assets quoted, routed or executed using the API) are signed by End Users’ wallets and executed by smart contracts and third-party services under the protocol’s rules. SODAX is not a party to any Swap.

5.2 No advice; quotes not guaranteed. API output is information only, not financial, investment, legal or tax advice. Quotes are estimates; a Swap may execute at a different price, fail, partly fill or settle late.

5.3 Risks. Digital assets and cross-network Swaps carry risks, including volatility, smart-contract exploits, failure of bridges, relayers or solvers, network outages, and changes in law. Confirmed blockchain transactions generally cannot be reversed; some unfilled or failed intents may be cancelled or refunded only as the protocol’s rules allow.

5.4 Tokenized stocks. Tokenized stocks and similar assets differ by product: a token may or may not carry ownership, voting or dividend rights in the underlying share, may depend on the solvency of its issuer or custodian, may trade at a different price from the underlying, and may be subject to redemption and transfer limits. Read the issuer’s documents before trading.

6. Compliance

6.1 Restricted Persons and Jurisdictions. You represent, and will ensure for your Integration, that neither you, your owners nor your End Users are: (a) on a sanctions list of the United Nations, the United States (including OFAC), the European Union, the United Kingdom or Switzerland (including SECO), or another applicable authority; (b) owned 50% or more or controlled by such persons; or (c) located or resident in a country or region subject to comprehensive sanctions or embargoes under those measures, or in any other place we notify you is restricted (together, “Restricted Persons” and “Restricted Jurisdictions”).

6.2 Screening. Wallet addresses are screened before execution, including by the permissioned solver that fills Swaps, and we may refuse or block any Swap or Key involving addresses identified as sanctioned or high risk, without liability. You will block any wallet or End User we reasonably ask you to. Each Swap request must carry the originating End User’s own public wallet address; you must not route requests through a proxy, mixer or intermediary address that hides it.

6.3 Your compliance. You are responsible for the laws that apply to your Integration and End Users, including any licences and reasonable controls such as geo-blocking. You must not use the API in connection with money laundering, sanctions evasion, fraud or other crime, and will answer our reasonable compliance requests promptly.

6.4 Business verification. We may verify you and your business, including your beneficial owners, and ask for identification documents, company records and other information we reasonably need. We may restrict or suspend your access until verification is complete, or end it if verification fails.

6.5 Restricted assets. Some assets, such as tokenized stocks, may not be offered to US persons or other restricted persons under their issuer’s terms or applicable law. If you make such assets available, you are responsible for checking End Users’ eligibility, blocking restricted jurisdictions, obtaining End Users’ confirmation of eligibility and showing the issuer’s notices; if you cannot, you must exclude them. A quote for such an asset does not mean a trade is permitted. We may tag such assets, require you to opt in before we route them, or stop routing them at any time.

7. Your End Users

7.1 You, not SODAX, provide your Integration to End Users and are responsible for your relationship with them, including support, disputes and your own terms. Your terms and interface must at least explain that Swaps are non-custodial, risky and generally irreversible, show all fees before the End User confirms, prohibit Restricted Persons, and make no promise on SODAX’s behalf. You may describe SODAX only as a technology provider, and will tell us promptly about any security incident affecting the API or End Users’ Swaps.

8. Data and brand

8.1 Data. We collect and use account details, Key and usage data, fee wallets, IP addresses and transaction data to provide, secure and improve the API, attribute usage, screen addresses and meet legal obligations, as described in our Privacy Policy. We may publish aggregated statistics that do not identify you or any End User. You are responsible for personal data you process about your End Users.

8.2 Brand. You may describe your Integration as “powered by SODAX” in line with our brand guidelines at sodax.com/brand. Unless you opt out at api@sodax.com, we may name you as an integrator; other announcements about you need your approval.

9. Intellectual property and confidentiality

9.1 SODAX and its licensors own the API, documentation and our marks; you keep all rights in your Integration. We may use feedback freely. Each party will keep the other’s non-public information confidential and use it only for these Terms. It may disclose that information to staff, advisers and service providers who need it and are bound by confidentiality, or where the law or a competent authority requires. This does not apply to information that is public without breach, already lawfully known, independently developed or lawfully received from a third party. A separate non-disclosure agreement prevails.

10. Third-party services and disclaimers

10.1 The API routes Swaps through blockchains, protocols, bridges, solvers and other third-party services we do not control. We are not responsible for their failures or incidents, even where the API selected the route.

10.2 THE API IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT THE LAW ALLOWS, SODAX DISCLAIMS ALL WARRANTIES, INCLUDING THAT THE API WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. We do not guarantee any price, route, settlement time or uptime unless an Order Form sets a service level.

11. Limitation of liability

11.1 TO THE FULLEST EXTENT THE LAW ALLOWS, SODAX IS NOT LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, DATA OR DIGITAL ASSETS.

11.2 FREE AND PRO KEYS, AND ANY CUSTOM PLAN WITHOUT FEES, ARE FREE OF CHARGE, AND SODAX HAS NO LIABILITY ARISING FROM THEM. FOR A CUSTOM PLAN WITH FEES, SODAX’S TOTAL LIABILITY IS LIMITED TO THE FEES PAID IN THE 12 MONTHS BEFORE THE CLAIM. AN ORDER FORM MAY SET A DIFFERENT LIMIT.

11.3 Nothing in these Terms limits liability for unlawful intent or gross negligence (Art. 100 para. 1 Swiss Code of Obligations), or any other liability that cannot be excluded under mandatory law.

12. Indemnity

12.1 You will indemnify SODAX against third-party claims, and resulting losses and reasonable legal costs, to the extent they arise from your breach of these Terms or the law, your Integration or your dealings with End Users, but not to the extent caused by SODAX’s own breach, negligence or wilful misconduct.

13. Suspension, termination and changes

13.1 Suspension. We may suspend or limit any Key or the API immediately where we reasonably consider it necessary for security, legal or sanctions compliance, your breach of these Terms, a failure of a third-party service, or the API’s stability. We will tell you as soon as practicable and restore access once the cause is resolved.

13.2 Termination. You may stop using the API at any time. We may end Free and Pro Keys at any time, subject to any written commitment (which does not prevent suspension under Section 13.1 or termination for your breach), and a Custom plan on 30 days’ notice unless its Order Form says otherwise, refunding any prepaid fees for the unused period.

13.3 Changes to the API. We may change or discontinue features, networks, assets and limits, and will try to give reasonable notice of breaking changes. Commitments in an Order Form take precedence.

13.4 Changes to these Terms. We may update these Terms. Material changes take effect 30 days after we notify you by email or in the Developer Portal, unless the law or security requires sooner. If you do not agree, you may stop using the API before then; Custom customers receive a refund of prepaid fees for the unused period. Continued use after that date means you accept the change.

14. Governing law and disputes

14.1 These Terms are governed by Swiss law, excluding its conflict-of-laws rules. Disputes will be finally resolved by arbitration under the Swiss Rules of International Arbitration, by one arbitrator, seated in Zurich, Switzerland, in English, after 30 days of good-faith negotiation. SODAX may also claim unpaid fees, and either party may seek urgent relief, in the competent courts at SODAX’s registered seat in Zug, Switzerland. Mandatory legal protections are not affected.

15. General

15.1 You may not assign these Terms without our consent. Neither party is liable for events beyond its reasonable control. If a provision is unenforceable, the rest remains in force. These Terms, any Order Form and any written commitment are the whole agreement about the API. Notices to us go to api@sodax.com.

Effective date: 21 October 2026