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API Terms of Use / License Agreement

Operator / Licensor
PaxLabs Inc., a Delaware corporation ("PaxLabs," "we," "us," or the "Licensor")
Applies to
access to PaxLabs and Matrix APIs and SDKs, and the hosting of Developer APIs through Matrix.
Version
1.0
Effective Date
June 10, 2026

1Scope and Relationship to the Terms of Service

1.1 These API Terms of Use / License Agreement (the "API Terms") govern: (a) your access to and use of APIs and SDKs made available by PaxLabs and Matrix (the "Platform APIs"); and (b) your hosting and operation of your own APIs through Matrix ("Developer APIs"). They supplement the Terms of Service; capitalized terms not defined here have the meanings given in the Terms of Service. In the event of a conflict between these API Terms and the Terms of Service on a matter specific to API access or hosting, these API Terms control.

1.2 "Developer" means any User that accesses Platform APIs, integrates Platform SDKs, or hosts a Developer API through Matrix.

1.3 Incorporated policies. Your use of Platform APIs and Developer API hosting is also subject to the Acceptable Use Policy, the AI Agent Responsible Use Policy (where you build or operate Agents through the APIs), the Marketplace Terms (where your Developer API is listed on Deus), the M2M Agreement (where applicable), and the Privacy Policy, each of which is incorporated by reference.

2License Grant — Platform APIs and SDKs

2.1 License.

Subject to the Developer's compliance with these API Terms and all incorporated policies, PaxLabs grants the Developer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform APIs and SDKs solely to build, test, and operate applications, services, and Agents that interact with the Services in accordance with the documentation.

2.2 Scope Limitations.

The license granted in Section 2.1 does not include the right to:

  • (i)Modify, adapt, translate, or create derivative works of the Platform APIs or SDKs, except to the extent expressly permitted by the documentation or by applicable law that cannot be waived by contract;
  • (ii)Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Platform APIs or SDKs, except to the extent expressly permitted by applicable law (including EU Directive 2009/24/EC, where applicable) that cannot be waived by contract;
  • (iii)Sublicense, lease, rent, loan, sell, distribute, or otherwise transfer access to the Platform APIs or SDKs to any third party;
  • (iv)Use the Platform APIs or SDKs to build a product or service that replicates or substitutes for the core functionality of the Services, or to perform competitive benchmarking or competitive analysis, without PaxLabs' prior written consent;
  • (v)Remove, alter, obscure, or fail to reproduce any proprietary notices, labels, trademarks, or attributions included in or required by the Platform APIs, SDKs, or documentation; or
  • (vi)Use the Platform APIs or SDKs in any manner that violates the Acceptable Use Policy, these API Terms, or applicable law.

2.3 Reservation of Rights.

PaxLabs and its licensors retain all right, title, and interest in and to the Platform APIs, SDKs, and all related intellectual property. No rights are granted by implication, estoppel, or otherwise except as expressly set forth in these API Terms. The license does not transfer ownership of any Platform API, SDK, documentation, or related intellectual property.

3Hosting of Developer APIs

3.1 Hosting Service.

PaxLabs may host Developer APIs through Matrix, including at no cost under the Free Tier, on an "as available" basis. Hosting is provided without service-level commitments and is subject to: (a) published capacity, rate, and Free Tier limits; (b) the Acceptable Use Policy; and (c) PaxLabs' right to throttle, suspend, quarantine, or terminate workloads that violate these API Terms, the AUP, or that threaten the stability, security, availability, or economic sustainability of the Services.

3.2 Developer Responsibility.

The Developer is solely responsible for:

  • (i)The lawfulness, security, reliability, content, and operation of its Developer APIs;
  • (ii)Any data that its Developer APIs collect, process, store, or transmit, including compliance with applicable data-protection and privacy laws;
  • (iii)Any third-party rights implicated by its Developer APIs, including intellectual property, privacy, and contractual rights;
  • (iv)The accuracy of any description, documentation, or metadata associated with its Developer APIs, including Listings published on Deus; and
  • (v)Providing support to consumers of its Developer APIs, including responding to inquiries, bug reports, and complaints in a commercially reasonable manner.

3.3 License to PaxLabs for Hosting.

The Developer grants PaxLabs a worldwide, royalty-free, non-exclusive license to host, route, execute, cache, index, transmit, and display the Developer API and its outputs solely to the extent necessary to provide the hosting service, operate the marketplace, and deliver the Services. This license continues for the duration of hosting and for a reasonable wind-down period following termination (not to exceed thirty (30) days) to allow for orderly removal. The Developer retains all ownership of its code, content, and intellectual property.

3.4 No Endorsement.

PaxLabs does not endorse, certify, or warrant any Developer API. Hosting of a Developer API does not constitute PaxLabs' approval of its functionality, security, compliance, or fitness for any purpose. PaxLabs is not a party to transactions in which a Developer API is consumed, except where expressly stated.

3.5 Removal by Developer.

A Developer may remove its Developer API from hosting at any time by following the removal process described in the documentation. Removal does not affect: (a) obligations already incurred by the Developer, including outstanding DeusVouchers and settlement obligations; (b) onchain records, which are permanent and immutable; or (c) PaxLabs' right to retain logs and records as required by law or the Privacy Policy.

4Acceptable Use and Rate Limits

4.1 Compliance.

Use of Platform APIs and Developer API hosting is subject to the Acceptable Use Policy. The Developer must not use the Platform APIs or hosting infrastructure to engage in any conduct prohibited by the AUP, including without limitation: circumventing authentication, authorization, rate limits, metering, or the Credit Ledger; proxying, relaying, scraping, or laundering traffic; overloading or attacking the Services or third-party systems; or facilitating any unlawful activity.

4.2 Rate Limits and Quotas.

  • (i)Rate limits, request quotas, concurrency limits, payload-size limits, and Free Tier allotments are published in the documentation and may be updated from time to time. PaxLabs will use reasonable efforts to provide notice of material reductions in limits.
  • (ii)Sustained or designed evasion of limits is prohibited, including through multi-account farming, automated credit cycling, sybil account creation, credential sharing for the purpose of aggregating quotas, or programmatic manipulation of metering signals.
  • (iii)PaxLabs may enforce limits through technical measures including throttling, queuing, request rejection, and temporary suspension. Enforcement of limits is automatic and does not require prior notice.

4.3 Fair Use of Free Hosting.

Where Developer APIs are hosted at no cost, the Developer acknowledges that the hosting is a courtesy and that PaxLabs may, with reasonable notice, impose additional conditions, reduce available resources, or require migration to a paid tier as the Services evolve.

5Authentication, Keys, and Security

5.1 Authentication Methods.

API access is authenticated through one or more of the following mechanisms: API keys, access tokens, JSON Web Tokens ("JWT"), decentralized identifiers ("DIDs"), wallet-based authentication, and/or EIP-712 signed messages. The specific authentication requirements for each Platform API are described in the documentation.

5.2 Safeguarding Credentials.

The Developer is solely responsible for safeguarding all API keys, tokens, credentials, private keys, and signing material, and for all activity conducted under them, whether or not authorized by the Developer. The Developer must:

  • (i)Store credentials securely using industry-standard practices (e.g., environment variables, secrets managers, hardware security modules) and must not embed credentials in client-side code, public repositories, browser-accessible files, or otherwise exposed locations;
  • (ii)Implement access controls limiting which personnel and systems can access credentials;
  • (iii)Rotate credentials promptly if there is any reason to believe they have been compromised; and
  • (iv)Notify PaxLabs immediately upon discovery or suspicion of unauthorized access to credentials or API keys.

5.3 Developer Security Obligations.

The Developer must implement reasonable security measures in its own systems, applications, and Agents, commensurate with the sensitivity of the data processed and the authority granted to the application or Agent. This includes, at a minimum: input validation, output sanitization, secure communication (TLS), appropriate error handling that does not expose sensitive information, and logging sufficient to support incident investigation.

6Metering, Credits, and Fees

6.1 Credit Ledger.

Metered API and inference usage is recorded in the Credit Ledger. Pricing is published and versioned in the rate tables available in the documentation. The rate-table version in effect at the time of each API call or inference request governs the charge for that usage.

6.2 Free Tier.

  • (i)The Free Tier provides a daily usage allotment at no cost, subject to a published cap (currently denominated in PAX). The Free Tier is a courtesy, is not a guaranteed entitlement, and may be modified, reduced, suspended, or withdrawn at PaxLabs' discretion with reasonable notice.
  • (ii)Usage exceeding the daily Free Tier cap requires available credit in the Credit Ledger. If available credit is insufficient, API calls may be rejected or queued until credit is replenished.
  • (iii)The Free Tier is personal to the eligible Developer and may not be pooled, transferred, resold, or exploited through multi-account or automated strategies.

6.3 Network Fees.

Any Onchain Activity resulting from API calls or Agent operations incurs Network transaction fees ("gas fees") payable in PAX. These fees are determined by the Paxeer Network protocol, not by PaxLabs, and are non-refundable once a transaction is confirmed by the Network's consensus mechanism.

6.4 Refunds.

Except where required by mandatory applicable law: (a) all API-usage fees are non-refundable; (b) credits purchased or earned are non-transferable and non-redeemable for cash; and (c) PaxLabs is not obligated to refund fees for API calls that return errors, timeouts, or unexpected results, though PaxLabs will use commercially reasonable efforts to address systemic issues.

7Data, Privacy, and Model Routing

7.1 Inference Routing.

Requests routed through Matrix may be transmitted to third-party model providers to fulfill the request, including for LLM inference, embedding generation, and other AI-powered operations. The Privacy Policy (Section 6) describes the contractual safeguards governing these transmissions.

7.2 Developer Data Obligations.

The Developer is responsible for:

  • (i)Ensuring it has all necessary rights and a lawful basis under applicable data-protection law to submit any data it transmits through the Platform APIs, including personal data, proprietary data, and third-party data;
  • (ii)Minimizing the personal data included in API requests to what is necessary for the intended function;
  • (iii)Providing appropriate notices and obtaining any required consents from end users whose data is processed through the Developer's use of the Platform APIs; and
  • (iv)Complying with the Privacy Policy and the On-Chain Data Privacy Notice with respect to any data that becomes Onchain Activity.

7.3 Data Processing.

Where the Developer's use of the Platform APIs involves the processing of personal data on the Developer's behalf, PaxLabs acts as a data processor (or service provider under CCPA/CPRA) with respect to that data, subject to the data-processing terms available at [URL to be inserted]. The Developer is the data controller (or business) and is responsible for the lawfulness of the processing instructions it provides.

8Output Ownership and Use

8.1 Developer Application Outputs.

Subject to these API Terms, the Developer retains ownership of the outputs generated by the Developer's applications and Agents through use of the Platform APIs, to the extent such outputs are original and do not incorporate PaxLabs' proprietary content beyond what is inherent in the API response format.

8.2 AI-Generated Outputs.

Outputs generated by AI models through inference routing are subject to the following:

  • (i)PaxLabs does not claim ownership of AI-generated outputs produced in response to the Developer's prompts and inputs;
  • (ii)The Developer is solely responsible for evaluating, validating, and using AI-generated outputs, and for ensuring that its use of such outputs complies with applicable law, including intellectual-property, data-protection, and consumer-protection requirements;
  • (iii)AI-generated outputs are probabilistic and may be inaccurate, incomplete, biased, or unsuitable. PaxLabs makes no warranty regarding the accuracy, originality, non-infringement, or fitness for purpose of AI-generated outputs; and
  • (iv)The legal status of ownership and protectability of AI-generated content varies by jurisdiction and is evolving. PaxLabs makes no representation regarding the copyrightability, patentability, or other legal protectability of AI-generated outputs.

8.3 PaxLabs Platform Data.

Data, analytics, metrics, and aggregated information generated by PaxLabs in connection with the operation of the Services (including usage statistics, performance metrics, and system-level analytics) remain the property of PaxLabs, even where derived in part from the Developer's usage.

9Service Levels and Availability

9.1 No SLA.

Unless PaxLabs has entered into a separate written service-level agreement with the Developer, the Platform APIs and Developer API hosting are provided on an "as available" basis without uptime commitments, availability guarantees, or performance warranties. PaxLabs targets high availability but does not guarantee any specific level of uptime, latency, throughput, or error rate.

9.2 Scheduled Maintenance.

PaxLabs may perform scheduled maintenance that temporarily affects API availability. Where practicable, PaxLabs will provide at least forty-eight (48) hours' advance notice of scheduled maintenance through the developer documentation, status page, or other reasonable channel.

9.3 Unscheduled Downtime.

The Platform APIs may experience unscheduled downtime due to security incidents, infrastructure failures, protocol-level events, force majeure, or other causes. PaxLabs will use commercially reasonable efforts to restore availability promptly and to communicate status through available channels.

9.4 Developer Resilience.

The Developer is responsible for designing its applications, services, and Agents to handle API unavailability, errors, latency, and rate limiting gracefully, including through retry logic, circuit breakers, fallback mechanisms, and appropriate error messaging to end users.

10Changes to the Platform APIs

10.1 Modifications.

PaxLabs may modify, update, deprecate, or discontinue Platform APIs, endpoints, SDK versions, response formats, or hosting features at any time.

10.2 Notice of Breaking Changes.

PaxLabs will use reasonable efforts to provide at least thirty (30) days' advance notice of material breaking changes to Platform APIs, including deprecation of endpoints, removal of fields from response payloads, and changes to authentication methods. Notice may be provided through the developer documentation, changelog, API response headers (e.g., deprecation warnings), email, or other reasonable channel.

10.3 Exceptions.

Notwithstanding Section 10.2, PaxLabs may make changes without advance notice where: (a) the change is necessary to address a security vulnerability, active exploit, or imminent threat; (b) the change is required by applicable law or legal process; (c) the change is necessary to prevent ongoing harm to Users or the Services; or (d) the change is additive and does not break existing functionality (e.g., new optional fields, new endpoints).

10.4 Versioning.

Where PaxLabs maintains versioned APIs, the Developer should specify the API version in its requests. PaxLabs will use reasonable efforts to maintain deprecated API versions for at least ninety (90) days following the deprecation notice, after which deprecated versions may be retired.

10.5 Migration Support.

Where a material change requires Developer action, PaxLabs will use reasonable efforts to provide migration guidance, including updated documentation, code samples, and migration tooling where practicable.

11Intellectual Property and Feedback

11.1 PaxLabs IP.

PaxLabs and its licensors own all right, title, and interest in and to the Platform APIs, SDKs, documentation, and all related intellectual property, including all improvements, enhancements, and derivative works thereof, regardless of who suggested them.

11.2 Open Source.

Certain components of the Platform APIs or SDKs may be licensed under open-source licenses. The applicable open-source license terms control over these API Terms to the extent of any conflict, and nothing in these API Terms restricts rights granted under applicable open-source licenses. A list of open-source components and their licenses is available at [URL to be inserted].

11.3 Feedback.

If the Developer provides suggestions, ideas, enhancement requests, bug reports, or other feedback regarding the Platform APIs, SDKs, or Services ("Feedback"), the Developer grants PaxLabs an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback without obligation, attribution, or compensation to the Developer. The Developer is not obligated to provide Feedback.

11.4 Trademarks.

The Developer may use PaxLabs' name, logos, and trademarks solely as necessary to accurately describe the Developer's integration with the Services and in accordance with any trademark-usage guidelines published by PaxLabs. All other uses require PaxLabs' prior written consent. The Developer must not use PaxLabs' marks in a manner that implies endorsement, sponsorship, or affiliation beyond the actual integration relationship.

12Suspension and Termination

12.1 Suspension or Termination by PaxLabs.

PaxLabs may suspend or terminate a Developer's API access or Developer API hosting, in whole or in part, immediately and with or without prior notice, where: (a) the Developer breaches these API Terms, the AUP, or applicable law; (b) the Developer's use poses a material security, legal, financial, or operational risk to the Services, other Users, or PaxLabs; (c) action is required by applicable law or legal process; (d) the Developer's account has been inactive for twelve (12) consecutive months; or (e) the relevant Platform API or hosting feature is discontinued.

12.2 Effect of Termination.

Upon termination of API access:

  • (i)The license granted in Section 2.1 immediately terminates, and the Developer must cease all use of the Platform APIs and SDKs;
  • (ii)The Developer must delete or securely destroy all copies of API keys, tokens, credentials, and SDK materials in its possession or control within seven (7) days, and certify such deletion upon PaxLabs' request;
  • (iii)Developer APIs hosted through Matrix will be de-provisioned. PaxLabs will use reasonable efforts to provide a thirty (30)-day wind-down period for hosted Developer APIs to allow orderly migration, except where immediate removal is required for security, legal, or policy reasons;
  • (iv)Obligations already incurred by the Developer, including outstanding fees, settlement obligations, and indemnification obligations, survive termination; and
  • (v)Onchain records are permanent and immutable and cannot be deleted.

12.3 Termination by Developer.

A Developer may terminate its use of the Platform APIs at any time by ceasing all API calls and removing its Developer APIs from hosting. Termination by the Developer does not release the Developer from obligations already incurred.

13Disclaimers and Limitation of Liability

13.1 Disclaimers.

The Platform APIs, SDKs, documentation, and Developer API hosting are provided "AS IS" and "AS AVAILABLE" without warranties of any kind. The disclaimers set forth in the Terms of Service apply in full and are incorporated herein by reference. Without limiting those disclaimers, PaxLabs does not warrant: (a) that the Platform APIs will be uninterrupted, error-free, or free of vulnerabilities; (b) that API responses, including AI-generated outputs, will be accurate, complete, timely, or suitable for any purpose; (c) that the Developer API hosting environment will meet the Developer's performance or availability requirements; or (d) that the Platform APIs will remain available in their current form or at all.

13.2 Limitation of Liability.

The limitation of liability set forth in the Terms of Service applies in full to claims arising out of or relating to these API Terms, the Platform APIs, the SDKs, and Developer API hosting. PaxLabs' total aggregate liability with respect to API-related claims shall not exceed the cap set forth in the Terms of Service.

13.3 Essential Basis.

The Developer acknowledges that the disclaimers and limitations in this Section 13 reflect a reasonable allocation of risk and form an essential basis of the bargain between the Developer and PaxLabs. PaxLabs would not provide the Platform APIs or hosting on the terms set forth herein without these limitations.

14Indemnification

The Developer agrees to indemnify, defend, and hold harmless PaxLabs and the ecosystem entities listed in the Terms of Service from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Developer's APIs, applications, services, or Agents; (b) the Developer's use of the Platform APIs or SDKs; (c) data processed through the Developer's use of the Platform APIs; (d) the Developer's breach of these API Terms, any incorporated policy, or applicable law; (e) the Developer's violation of any third-party right; or (f) any claim by an end user or Consumer arising from the Developer's services.

15Governing Law and Disputes

These API Terms are governed by the laws of the State of Delaware in accordance with the governing-law and dispute-resolution provisions of the Terms of Service (Section 15 of the Terms of Service), which apply in full to disputes arising under these API Terms.

16Changes to These API Terms

16.1 PaxLabs may update these API Terms from time to time. When we make material changes, we will: (a) update the "Version" and "Effective Date" at the top of this document; (b) provide notice through the developer documentation, by email, or by other reasonable means at least fifteen (15) days before the changes take effect; and (c) clearly identify the nature of the material changes.

16.2 Your continued use of the Platform APIs or Developer API hosting after the updated effective date constitutes your acceptance of the revised API Terms. If you do not agree, you must cease all API usage before the updated effective date. Cessation does not release you from obligations already incurred.

Version 1.0 — Effective Date: June 10, 2026

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