ADDITIONAL TERMS APPLICABLE TO MARKET MAKING
These additional terms and conditions apply to any entity or persons that Market Make (as the term is defined below) on the Platform ( these “MM Terms”). The terms as detailed in our Terms of Service are applicable to any Market Maker using the Protocol and you agree by using the Protocol to Market Make that these MM Terms also apply and govern all your Market Making activity on the Protocol or App. Any term not defined in these MM Terms shall have the meaning given such term in the Terms. If there is a conflict between the terms in these MM Terms and the Terms, the MM Terms shall govern. By accessing or using the Interface to Market Make, you signify that you have read, understand, and agree to be bound by these MM Terms in its entirety. If you do not agree, you are not authorized to access or use the Interface to Market Make.
“Market Make” means to actively provide quotes for token transactions on the Platform;
“Market Maker” means an entity or person that Market Makes on the Platform;
“Party” means Hashflow and/or any Marker Maker;
“Platform” means the Interface operated by us that interacts with the Hashflow Protocol;
“Taker Provider” means (i) Hashflow or (ii) a third party source of Trade activity on Hashflow’s platforms;
“Trade” means a transaction where an end user completes the purchase, sale or swap of a token using Hashflow’s systems and in order to complete such transaction Hashflow has leveraged a Taker Provider’s Services;
“Trade Fee” means a fee that Hashflow or Taker Providers may apply on each Trade executed through its API.
These MM Terms are effective as of the date listed at the top of these terms and may be amended at our discretion at any time.
Hashflow and Market Maker agree that any Trade Fee applied to Market Maker will be an obligation of such Market Maker. Maker Maker agrees to remit the fee to Hashflow as per these terms.
The Parties agree that Market Maker shall be responsible for paying the Trade Fee to the applicable Taker Provider. The Trade Fee shall be computed in USD, at the time the trade is executed (e.g. in a WBTC - ETH, the fee will be computed using the WBTC USD price at the time the trade is executed). In order to facilitate this payment, Hashflow shall send Market Maker an invoice for its monthly Trade Fee not later than the 5th day of every month. Market Maker agrees that it shall remit the Trade Fee to Hashflow within five (5) days of receipt of such invoice.
Market Maker agrees that if any fees or penalties are invoiced by a Taker Provider to Hashflow due to Market Maker’s failure to remit payment for the Trade Fees, Market Maker shall pay such penalties to the applicable Taker Provider on behalf of Hashflow plus any additional penalties or late fees.
Each party (“Recipient Party”) shall assume the obligation to keep confidential the Confidential Information of any other party (“Disclosing Party”) that is known or otherwise acquired by the party while it Market Makes on the Platform. The Recipient Party shall not disclose such Confidential Information to any third Party and shall not use such information for purposes other than performance under these terms, without the written consent of the Disclosing Party. “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Recipient or its representatives, whenever and however disclosed, including, but not limited to any marketing strategies, plans, financial information, customer or supplier lists, scientific or technical information, concepts, reports, data, know-how or source code. Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Recipient Party’s records, by the Recipient Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Recipient Party from a third-party source not under an obligation to the Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Recipient Party inconsistent with its obligations under these terms; and (d) is or has been independently developed by employees, consultants or agents of the Recipient Party without violation of these terms, as evidenced by the Recipient Party’s records, and without reference or access to any Confidential Information.
Notwithstanding the foregoing, provided that the Recipient Party notifies the Disclosing Party in advance within a reasonable period of time, the Recipient Party shall have the right to use the Confidential Information for the following purposes:
Disclosing such Confidential Information to government agencies or correspondent banks as is required by any applicable laws or business procedures; and
Disclosing to employees, lawyers, accountants and other consultants and other persons, on the precondition that such persons shall assume the same confidentiality obligations as the Recipient Party.