API License Agreement

Date of Last Revision: August 6, 2025

This API License Agreement (this "Agreement") is a binding contract between you ("you" or "your") and Herd Labs, Inc., a Delaware corporation (together with its affiliates, successors, predecessors, parent companies, and/or assigns, "Herd Labs," "we," or "us"). This Agreement, together with the Herd Labs Terms of Service, Privacy Policy, and any additional policies or guidelines referenced herein govern your access to and use of the Herd Labs application programming interface.

BY ACCESSING OR USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.

1. Terms

a. By accepting this Agreement or accessing the API, you represent and acknowledge that you are the human legally in control of the account, email address, or other authentication method used to access the API and you have read and agreed to the Herd Labs Terms of Service and Privacy Policy (collectively the "Other Agreements"), the terms of each of which are incorporated herein by reference. To the extent of a conflict between Other Agreements and this API License Agreement, the terms of the API License Agreement shall supersede and govern your access and use of the API under this Agreement.

b. In order to generate an API Key and utilize the API, you will be required to register your account by signing in to our platform using an approved authentication method, and in connection with which you represent that you are the person legally in control of any such account used in connection with the account registration process. Either at the time of account registration or at any time thereafter during which this Agreement is in effect, you agree to promptly comply with Herd Labs' reasonable requests for information, documents, or other information about you in support of Herd Labs' know-your-customer policies and procedures ("KYC Procedures"), or if Herd Labs otherwise deems such requests advisable to understand and address its own risks and obligations in its discretion, notwithstanding whether Herd Labs is specifically legally obligated to request or collect such information or documents.

c. While not required at this time, the Herd Labs may request a Statement of Use in the future as part of your continued use under this Agreement. Upon request, you must provide a detailed Statement of Intended Use describing the specific purposes for which you will use the API, the types of end users you will serve, the geographic markets you will operate in, and the AI or automated systems you will implement. Your API license is limited to the specific use cases described in your approved Statement of Intended Use. Any deviation from or expansion of your stated use cases requires prior written approval from Herd Labs.

d. You acknowledge and consent to Herd Labs' right to monitor your use of the API for compliance with this Agreement, applicable laws and regulations, and your approved Statement of Intended Use. This monitoring may include automated analysis of API usage patterns, query volumes, geographic distribution, and end user behaviors. You agree to provide reasonable cooperation with Herd Labs' compliance investigations and to implement recommended changes within specified timeframes.

2. Definitions

a. "API" means the Herd Labs application programming interface, software developer kit, any API Documentation or other API materials made available by Herd Labs on its website https://herd.eco.

b. "API Documentation" means the API/SDK documentation described at https://herd.eco from time to time.

c. "API Key" means the security key Herd Labs makes available for you to access the API.

d. "Blockchain Data" means publicly available information from blockchain networks that can be accessed through the API, including transaction data, smart contract information, and wallet addresses.

e. "Geographic Usage Data" means information about the geographic location and jurisdiction of end users accessing Your Applications, collected for regulatory compliance purposes.

f. "Herd Labs Marks" means Herd Labs' proprietary trademarks, trade names, branding, or logos existing at common law, registered with a national intellectual property office, or pending registration at a national intellectual property office, made available for use in connection with the API pursuant to this Agreement.

g. "Herd Labs Offering" means Herd Labs' AI-powered blockchain interface and software described at https://herd.eco including both the technology and application software made available by Herd Labs.

h. "Restricted Activities" means the activities listed in Section 5 and any additional restrictions communicated by Herd Labs from time to time.

i. "Trail" means user-created transaction flows and workflows for complex DeFi operations that can be shared and reused through the Herd Labs platform.

j. "Your Applications" means any applications developed by you to interact with the API.

k. Other defined terms are incorporated as applicable from the Other Agreements.

3. License Grant(s); Publicity

a. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (i) use the API solely for your internal business purposes in developing and using or offering Your Applications that will communicate and interoperate with the Herd Labs Offering; and (ii) display certain Herd Labs Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications (and not in connection with the advertising, promotion, distribution, or sale of any other products or services). You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API or any Herd Labs Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process available at https://herd.eco to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.

b. You agree to display the Herd Labs Mark in compliance with the preceding Section 3(a) for the duration of this Agreement to any users using or accessing Your Applications. Further, the parties agree to use commercially reasonable efforts and to work together in good faith to engage in certain publicity efforts.

c. You agree to solely and exclusively use the Herd Labs Offering in connection with supported blockchain analysis and transaction preparation conducted using Your Application. Selective use or manipulation of the API or data provided by Herd Labs through the API to avoid Herd Labs fees, as determined in our sole discretion, will result in immediate termination of this Agreement and your access to the API, notwithstanding anything to the contrary in this Agreement or any other Agreement.

4. Authentication and Data Requirements

Authentication Integration. You must implement authentication systems in accordance with the technical specifications and security requirements provided in the API Documentation. You may not modify, circumvent, or interfere with the authentication process.

User Consent and Disclosure. Prior to enabling API access in Your Applications, you must: (i) Clearly disclose to end users how their blockchain data will be analyzed; (ii) Provide prominent links to Herd Labs' Terms of Service and Privacy Policy; (iii) Obtain explicit consent for the specific permissions your Application will request; and (iv) Maintain records of user consents for audit purposes.

Geographic Tracking and Reporting. You must implement systems to track and report the geographic locations of your end users to Herd Labs on a monthly basis. This data is required for regulatory compliance and must include: (i) Country and state/province of end user registration; (ii) Primary geographic usage patterns; (iii) Any cross-border blockchain analysis activities; and (iv) Aggregated user demographic information as reasonably requested by Herd Labs.

5. Use Restrictions

Except as expressly authorized under this Agreement, you may not:

  • copy, modify, or create derivative works of the API, in whole or in part;
  • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
  • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
  • remove any proprietary notices from the API;
  • use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
  • combine or integrate the API with any software, technology, services, or materials not authorized by Herd Labs;
  • interfere with, modify, or disrupt any features or functionality of the API, including without limitation any such mechanism used to restrict or control the functionality of the API, including without limitation manipulating the API response or otherwise attempting to subvert Herd Labs' receipt of fees as described in Section 8 below;
  • design or permit Your Applications to disable, override, or otherwise interfere with any Herd Labs-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
  • use the API in any of Your Applications to replicate, subvert, or attempt to replace the user experience of the Herd Labs Offering in whole or part, including but not limited to the integration of the relevant fee sharing mechanisms;
  • use the API in a manner that exceeds, in our sole discretion, reasonable request volume, excessive or abusive usage, or otherwise fails to comply or is inconsistent with the API Documentation, this Agreement, or any other applicable Herd Labs terms, policies, or guidance communicated to you;
  • attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API;
  • file for intellectual property registration in any jurisdiction, including, but not limited to registration in copyright, trademark, or patent, on any functionality, features, ideas, concepts, methods, processes, or other manners of effectuating the functionality enabled by the API whether in whole or in part;
  • use the API in any manner that attempts to circumvent or subvert Herd Labs' KYC Procedures or other compliance measures;
  • use the API to facilitate transactions involving sanctioned addresses, entities, or jurisdictions;
  • engage in flash loan attacks, MEV extraction, or other exploitative strategies discovered through API analysis capabilities;
  • use AI features to generate or deploy malicious smart contract code;
  • circumvent or attempt to manipulate security screening systems integrated with the API;
  • exploit protocol vulnerabilities discovered through multi-contract analysis capabilities;
  • use discovered transaction flows for market manipulation or insider trading;
  • create or deploy smart contracts for illegal purposes using API insights;
  • engage in or facilitate any illegal activities, including but not limited to money laundering, terrorist financing, or sanctions evasion.

You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://herd.eco from time to time, including without limitation the Other Agreements. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email, multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

6. Your Applications; End User Consents

a. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement or any Other Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Herd Labs Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Herd Labs Marks in connection with this Agreement will not create any right, title, or interest in or to the Herd Labs Marks in favor of you, and all goodwill associated with the use of the Herd Labs Marks will inure to the benefit of Herd Labs.

b. In addition, you agree, as a condition of your use of the API in your Application, to: (i) include Herd Labs as a service provider and data processor in your own privacy policies, and include links to: (A) our Terms of Service, API License Agreement, and Privacy Policy; (B) Tenderly's Terms of Service ( https://tenderly.co/terms-of-service), which apply to transaction simulation services ("Tenderly Terms"); (C) Blockaid's Terms of Service ( https://www.blockaid.io/legal/terms-of-use), which apply to security screening services ("Blockaid Terms"); (D) Privy's Terms of Service ( https://www.privy.io/user-terms-of-service), which apply to authentication services ("Privy Terms"); (E) Google Cloud Platform's Terms of Service ( https://cloud.google.com/terms), which apply to cloud infrastructure services ("GCP Terms"); (F) Farcaster's Terms of Service ( https://farcaster.xyz/~/terms-of-use), which apply to social integration services ("Farcaster Terms"); and (ii) prior to permitting any user to interact with the API through Your Application, obtain affirmative consent to our Terms of Service, Privacy Policy and the other applicable policies and agreements referenced above from that end user.

Privacy and Consent Requirements. In addition to existing requirements, you must: (i) Implement and maintain a comprehensive privacy policy that specifically addresses the use of Herd Labs' API, Terms of Service, Privacy Policy, and authentication services; (ii) Provide clear, prominent disclosures about AI involvement in blockchain analysis or transaction assistance; (iii) Obtain separate, explicit consent for any AI-driven features that may affect user data or blockchain interactions; (iv) Maintain documented evidence of all user consents and make such documentation available to Herd Labs upon request; and (v) You must implement mechanisms that allow end users to easily revoke access permissions in compliance with relevant regulatory requirements, including section 1033 of the Consumer Financial Protection Act of 2010 (CFPA).

7. Support Levels; Updates

a. This Agreement does not entitle you to any support for the API, either on an ongoing basis or with respect to the initial integration into Your Application. You will be granted access to the Herd Labs Support channel, and our support staff will endeavor to assist you on a first-come, first-served basis; however, there is no guarantee that you will receive any support, and in any event, priority will be given in the sole discretion of Herd Labs.

b. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the Herd Labs Offering, including potentially deprecating or removing certain API endpoints or features. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.

8. Fees

Herd Labs will collect fees for services provided through the API or any other Herd Labs Offering, including those related to blockchain analysis and transaction assistance conducted by your users. By using the API or associated tools, you authorize the collection of such fees automatically through the applicable payment infrastructure. The current fee schedule and payment processing details are available at https://herd.eco. Unless otherwise agreed to in writing, fees will apply to all services conducted using the API or tools provided by the API, in accordance with the fee structure described in the Terms of Service. Herd Labs may modify the fee schedule at any time and for any reason. Any changes to the fee structure will take effect immediately upon publication and will apply to all subsequent services processed through the API. There will be no grace period unless otherwise stated in writing. It is your responsibility to regularly review the fee schedule, and your continued use of the API constitutes your acceptance of any updated fee terms.

9. Collection and Use of Your Information

a. We may collect certain information through the API or, in some cases, Your Application directly about you or any of your employees, contractors, agents, or users. By accessing, using, and providing information to or through the API or the Herd Labs Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of the Herd Labs Privacy Policy, available at https://herd.eco.

Data Collection for Compliance. In addition to the information described in our Privacy Policy, we may collect and process the following information for regulatory compliance purposes: (i) Detailed usage patterns and anomaly detection data; (ii) Geographic usage analytics and cross-border activity monitoring; (iii) AI system performance metrics and blockchain analysis audit trails; (iv) End user behavioral analytics for fraud prevention and risk assessment; and (v) Business operations data to support ongoing KYC verification.

Third-Party Data Sharing for Compliance. We may share your information and end user data with regulatory authorities, law enforcement agencies, our service providers (including Tenderly, Blockaid, Privy, Google Cloud Platform, and Farcaster), and approved compliance service providers as required by law or necessary for regulatory compliance. You consent to such sharing and acknowledge that this is necessary for the operation of the Service.

10. Intellectual Property Ownership; Feedback

You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API, the Herd Labs Offering, and the Herd Labs Marks, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 10(a). You will use best efforts to safeguard the API and Herd Labs Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and Herd Labs Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the Herd Labs Offering, or the Herd Labs Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

11. Disclaimer of Warranties

THE API AND HERD LABS MARKS ARE PROVIDED "AS IS" AND HERD LABS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HERD LABS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HERD LABS MAKES NO WARRANTY OF ANY KIND THAT THE API OR HERD LABS MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

HERD LABS SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY OF BLOCKCHAIN DATA ANALYSIS, THE SECURITY OR SAFETY OF ANY SMART CONTRACTS OR DEFI PROTOCOLS ANALYZED THROUGH THE API, THE EFFECTIVENESS OF SECURITY SCREENING OR SIMULATION SERVICES, AND THE COMPLETENESS OF AI-POWERED BLOCKCHAIN ANALYSIS.

12. Indemnification

You agree to indemnify, defend, and hold harmless Herd Labs and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) your use or misuse of the API or Herd Labs Marks, (b) your breach of this Agreement, (c) Your Applications, including any end user's use thereof, (d) any blockchain analysis or transaction assistance provided through Your Applications, and (e) violations of any applicable laws or regulations arising from your use of the API or deployment of Your Applications. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

13. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; (b) INACCURATE BLOCKCHAIN ANALYSIS, SMART CONTRACT INTERPRETATIONS, OR TRANSACTION SIMULATIONS; (c) SECURITY SCREENING FALSE POSITIVES OR MISSED THREATS; (d) DEFI PROTOCOL FAILURES, EXPLOITS, OR MARKET MANIPULATION FACILITATED THROUGH API USAGE; (e) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR HERD LABS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN SIX MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

14. Term and Termination

The term of this Agreement commences when you access the API, and will continue in effect until terminated as set forth in this Section. We may also terminate or suspend this Agreement if you fail to comply with our KYC Procedures or if we determine, in our sole discretion, that your use of the API poses a risk to our compliance obligations. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, with or without notice, which will result in us revoking access to the API and Herd Labs Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or any Other Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the API and Herd Labs Marks. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Herd Labs Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Herd Labs' rights or remedies at law or in equity.

15. Export Regulation

The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You agree that you will not export or re-export, directly or indirectly, the API, and/or other information or materials provided by Herd Labs hereunder (including, without limitation, the API Documentation), to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval, or otherwise in violation of any applicable rule, law, or regulation. By using the API, you represent and warrant that you are not located in any embargoed country or on any government restricted parties list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

16. Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. If we make changes that are, in our discretion, material, you will be notified of modifications through notifications or posts on https://herd.eco. You will be solely responsible for reviewing and becoming familiar with any such modifications.

17. Governing Law, Dispute Resolution, and Arbitration

Agreement to Arbitrate

You agree that any and all disputes or claims relating to this Agreement, the API, or any aspect of your relationship with Herd Labs will be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert individual claims in small claims court if your claims qualify.

Arbitration Procedures

YOU AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. ("JAMS"), PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES & PROCEDURES (THE "JAMS RULES"), WHICH ARE AVAILABLE AT https://www.jamsadr.com/rules-comprehensive-arbitration/, PROVIDED, HOWEVER, THAT THE JAMS RULES SHALL NOT CONTRADICT OR OTHERWISE ALTER THE TERMS OF THIS AGREEMENT. THE ARBITRATION SHALL BE BEFORE A SINGLE ARBITRATOR WHO SHALL BE A FORMER FEDERAL OR STATE COURT JUDGE. THE ARBITRATION SHALL APPLY THE FEDERAL RULES OF CIVIL PROCEDURE, EXCEPT TO THE EXTENT SUCH RULES CONFLICT WITH THE JAMS RULES. YOU UNDERSTAND THAT THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION ("ARBITRATION COSTS"), EXCEPT AS PROHIBITED BY LAW, AND UNDERSTAND THAT EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE ATTORNEYS' FEES AND COSTS. YOU AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH NEW YORK LAW, INCLUDING THE NEW YORK RULES OF CIVIL PROCEDURE, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL NEW YORK LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. YOU AGREE THAT ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN NEW YORK, NEW YORK. YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Class Action Waiver

You and Herd Labs agree that any claim or dispute within the scope of this Agreement shall be arbitrated on an individual basis and shall not be combined or consolidated with a dispute involving services provided to any other person or entity and shall not under any circumstances proceed as part of a class action.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND HERD LABS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18. Injunctive Relief

You agree that a breach of this Agreement will cause irreparable injury to Herd Labs for which monetary damages would not be an adequate remedy and Herd Labs shall, to the fullest extent permitted by applicable law, be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

19. Force Majeure

Neither Herd Labs, nor our partners, affiliates and employees shall be liable for damages, delay or failure in your use of or access to the API or in performing our obligations hereunder if such delay or failure is caused by conditions beyond our reasonable control including, but not limited to Acts of God, government restrictions, wars, cyber attacks, third-party suppliers, pandemics or plagues, blockchain network failures, and subcontractor's failures (e.g. electricity shut down), from insurrections, burglary and/or any other cause beyond our reasonable control.

20. Miscellaneous

This Agreement, together with the Other Agreements, constitutes the entire Agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at https://herd.eco and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receive electronic communications from us, including via notices published on https://herd.eco. If any term, clause, or provision of this Agreement or any Other Agreement is held illegal, invalid, or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of this Agreement or any applicable Other Agreement. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. Except as otherwise provided herein or in an Other Agreement, this Agreement is intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

21. Contact Us

If you have questions concerning this Agreement, or you notice any bugs, errors or violations please feel free to send us an email at: [email protected].

© 2025 Herd Labs

Home