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Developer Terms

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0. Scope and order of precedence

These Agent Developer Kit Developer Terms (the "Developer Terms") govern your access to and use of the Terminal 3 Agent Developer Kit, including the software development kit (SDK), MCP server, command-line interface, application programming interfaces, sample applications, sandbox and testnet environments, and any associated credits or test allocations (together, the "ADK").

These Developer Terms supplement Terminal 3's general Terms of Service. Where these Developer Terms conflict with the general Terms of Service in connection with the ADK, these Developer Terms control. Personal data is handled as described in the Terminal 3 Privacy Policy and in Section 9.

1. Eligibility and intended use

1.1 The ADK is intended for software developers and the entities they represent. By accepting these Developer Terms, you represent that you are not a minor in your jurisdiction of residence and that, where you act on behalf of an entity, you have authority to bind that entity.

1.2 Automated and agentic use is expressly permitted and is the intended use of the ADK. You may operate autonomous and semi-autonomous software agents that take actions through the ADK. Any restriction on automated, scripted, or non-human access in Terminal 3's general terms does not apply to your authorized use of the ADK.

1.3 The ADK, and the credentials Terminal 3 issues to you (including your API key and decentralized identifier (DID)), are for your own development and for operating your own applications and agents, including for commercial purposes. You may not resell, sublicense, or transfer your API key or DID.

2. License

2.1 Subject to these Developer Terms, Terminal 3 grants you a limited, non-exclusive, non-transferable, revocable license to access and use the ADK to develop, test, and operate software applications and agents, including for commercial purposes.

2.2 Terminal 3 owns all right, title, and interest in the ADK, the SDK, the Terminal 3 Network, and all related software, documentation, and marks. You retain ownership of your own application code and your own data. Sample application code may be made available under a separate license, which governs that code to the extent of any conflict.

2.3 You may not reverse engineer, decompile, or disassemble the ADK, except to the extent applicable law permits this notwithstanding the restriction.

3. Credits, allocations, and fees

3.1 Use of the ADK is measured and managed in credits (also referred to as tokens in the SDK, APIs, dashboard, and certain Terminal 3 materials; the two terms refer to the same unit of ADK access). Credits are a unit of access to the ADK. Credits are not money or legal tender, have no cash value, are non-transferable, and may be used only with the ADK.

3.2 Terminal 3 may provide credits (a) free of charge, including as a test, sandbox, promotional, or evaluation allocation, or (b) for purchase, where and when Terminal 3 offers paid credits. Terminal 3 may set, change, or discontinue the amount, rate, availability, and terms of credits at any time.

3.3 Credits are consumed as you use the ADK, and your balance is shown in your account. ADK features that require credits may pause when your balance reaches zero.

3.4 If you purchase credits, the applicable pricing, refundability, and any expiry will be those presented to you at the time of purchase.

3.5 Free, test, sandbox, and promotional credits may be modified, expired, or revoked at any time and should not be relied upon for production or business-critical operations.

4. Your responsibility for your agents

4.1 You are solely responsible for every action your agents take through the ADK, whether or not you specifically authorized, foresaw, or intended that action, including actions that move money, transmit or expose data, enter into transactions, or interact with third-party or end-user systems.

4.2 You are responsible for configuring, supervising, testing, and constraining your agents, including setting appropriate authorization scopes, spending limits, and human-in-the-loop controls. Terminal 3 provides infrastructure; Terminal 3 does not determine what your agents are permitted to do.

4.3 You are responsible for obtaining all rights, consents, and legal bases for any data your agents process through the ADK, and for your agents' compliance with all applicable laws, including financial-services, payments, data-protection, sanctions, and sector-specific regulation.

4.4 You acknowledge that the ADK does not guarantee that any agent operation will be correctly permitted or correctly denied, and you accept the risk of both incorrectly permitted and incorrectly denied operations.

5. Acceptable use

5.1 You will not use the ADK, and will not permit your agents to be used, to: (a) violate any applicable law or regulation; (b) infringe the rights of any third party; (c) process data you do not have the right to process; (d) build or operate agents designed to defraud, deceive, or cause harm; (e) circumvent or interfere with the ADK's security or governance controls; or (f) engage in any activity Terminal 3 designates as prohibited in an Acceptable Use Policy.

5.2 Terminal 3 may publish and update an Acceptable Use Policy, which is incorporated into these Developer Terms by reference.

6. Availability

6.1 The ADK, including sandbox and testnet environments, is provided on an "as is" and "as available" basis and may be changed, interrupted, suspended, or discontinued at any time.

6.2 You should not rely on sandbox or testnet environments for production or business-critical operations.

7. Suspension and termination

7.1 Terminal 3 may suspend or terminate your access to the ADK at any time, including by technical means, if you breach these Developer Terms, if your agents present a security, legal, or operational risk, or as reasonably necessary to avoid legal or regulatory risk.

7.2 You may stop using the ADK at any time.

7.3 Sections 2.2, 4, 8, 10, and this Section 7.3 survive termination of these Developer Terms.

8. Indemnification

8.1 You will defend, indemnify, and hold harmless Terminal 3 HK Limited and its affiliates, officers, directors, and employees from and against any claim, loss, liability, damage, or expense (including reasonable legal fees) arising out of or relating to: (a) your applications or agents and any action they take; (b) any data your agents process; (c) your breach of these Developer Terms; (d) your violation of any law or any third-party right; and (e) any claim by your end users or customers relating to your agents.

9. Data protection

9.1 With respect to personal data Terminal 3 processes about you in order to operate your account, Terminal 3 acts as a controller, and the Privacy Policy applies.

9.2 With respect to personal data your agents process through the ADK, including personal data of your end users, you act as the controller and Terminal 3 acts as your processor, processing such data only to provide the ADK and as otherwise permitted by these Developer Terms.

10. Disclaimers and limitation of liability

10.1 To the fullest extent permitted by law, the ADK is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.2 To the fullest extent permitted by law, Terminal 3 will not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, or for any lost profits, lost revenue, or lost data. Terminal 3's total aggregate liability arising out of or relating to the ADK will not exceed the amount, if any, you paid to Terminal 3 for the ADK in the twelve (12) months preceding the event giving rise to the claim.

11. Changes to these Developer Terms

11.1 Terminal 3 may update these Developer Terms from time to time and will update the version and "Last Updated" date above. For material changes, Terminal 3 will require you to accept the updated Developer Terms before you may continue using the ADK.

12. Governing law and disputes

12.1 These Developer Terms are governed by the laws of Hong Kong, and the courts of Hong Kong have exclusive jurisdiction over any dispute arising out of or in connection with them, consistent with Terminal 3's general Terms of Service.

13. Contracting entity and contact

13.1 These Developer Terms are between you and Terminal 3 HK Limited.

13.2 Questions about these Developer Terms may be sent to legal@terminal3.io.