API LICENSE AGREEMENT


Please read these terms and conditions very carefully before using the LeadingReach API ("API"). The terms and conditions of this API License Agreement ("Agreement") govern your use and license of the API owned by Leading Reach, Inc. ("Leading Reach"). This Agreement between you ("Licensee" or "you", if an entity, then "Licensee" or "you" means that entity) and Leading Reach, is subject to change by Leading Reach as described below. By accessing or using the API, you (i) accept this Agreement; (ii) agree to be bound by these terms and conditions; and (iii) have entered into a binding agreement between you and Leading Reach. If you are entering into this Agreement on behalf of an entity, you represent that you have full legal authority to bind such entity to this Agreement. Leading Reach will license its API to Licensee, upon the condition that Licensee accepts all of the Terms and Conditions of this Agreement.

Terms and Conditions

  1. Use. Subject to this Agreement, Licensee has a nonexclusive, nontransferable license to use the API as described herein. Licensee may use the API solely in accordance with the documentation, if any, or any other use restrictions contained herein. Licensee will be fully responsible for all the necessary computer hardware, software, connections to the Internet and other items necessary for the use of the API. Through the API, Licensee will set a variety of customizable functions ("Settings") to be used in exchanging data with third party products. Licensee is solely responsible for the Settings it selects and implements. For further clarification, any third party interactions are the sole judgment of the user and Leading Reach takes no responsibility for such actions.
  2. Logo and Link. Licensee shall include the Leading Reach logo (provided by Leading Reach) and a link to the Leading Reach website at the URL for the link provided in the API call. In addition, Licensee shall include a prominent link for any user to add to such user’s own review which links back to the URL provided in the API call.
  3. Use Restrictions. Except for the limited license granted herein, Licensee shall have no other rights in the API, whether express, implied, arising by estoppel or otherwise. Licensee does not have the right to (i) distribute, rent, lease, sell, sublicense, assign, or otherwise transfer the API, in whole or in part, to third parties for commercial or for non-commercial use; or (ii) to the extent only object code is provided to the API, modify, disassemble, reverse engineer, or decompile the API, or otherwise reduce any part of the API to any human readable form. All rights in and to the API not expressly granted to Licensee in this Agreement, including rights to trademarks and patents, are reserved to Leading Reach. Leading Reach is under no obligation to support or provide maintenance for the API or to provide any updates or enhancements to Licensee; however, to the extent Leading Reach modifies the API, Licensee shall implement such modification within sixty (60) days of Leading Reach making the modification available.
  4. Feedback. Licensee may provide Leading Reach feedback, suggestions or opinions as to the API, its features, and desired enhancements or changes. If Licensee provide feedback, suggestions or opinions to Leading Reach regarding any new features, use, functionality, or change to the API or any materials related to the API, Licensee hereby agrees to grant, and does grant, Leading Reach all rights needed for Leading Reach to incorporate and commercialize any new feature, use, functionality, or change at no charge or encumbrance to Leading Reach. Licensee agrees that Leading Reach may disclose such feedback, suggestions or opinions to any third party in any manner, and Licensee agrees that Leading Reach has the ability to sublicense any of the foregoing rights in any feedback, suggestions or opinions or Leading Reach products or services in any form to any third party without restriction.
  5. Ownership. Licensee agrees that the API is owned by Leading Reach and/or Leading Reach’s licensors (if any), and is protected by United States and foreign intellectual property laws (e.g. patent and copyright laws) and international treaty provisions. Licensee will not remove the copyright notice or any other legends from the API. Licensee agrees to prevent any unauthorized copying of the API. All title and copyrights in and to the API, all copies thereof (in whole or in part, and in any form), and all rights therein shall remain vested in Leading Reach. Except as expressly provided herein, Leading Reach does not grant any express or implied right to Licensee under Leading Reach patents, copyrights, trademarks, trade secret information or other proprietary rights
  6. Disclaimer of Warranty. The API is provided without warranty in its current "AS IS" condition only for purposes of using the API with Leading Reach. LEADING REACH MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
  7. Indemnification. Licensee will defend, indemnify and hold Leading Reach and, its officers, directors and employees and agents harmless from and against any liabilities, losses, damages and expenses (including court costs and reasonable attorney’s fees), arising out of or in connection with any use or misuse of the API or data accessed or provided through the API including, but not limited to, any breaches of third party systems.
  8. Limitation of Liability. IN NO EVENT SHALL LEADING REACH BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE LESSER OF (i) THE AMOUNT PAID HEREUNDER DURING THE ONE YEAR PERIOD PRECEDING THE CLAIM AND (ii) AND $100, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL LEADING REACH BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
  9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF. ANY ACTION OR SUIT RELATED TO THIS AGREEMENT SHALL BE BROUGHT IN AUSTIN, TEXAS.
  10. Import/Export. Licensee is hereby provided notice, and agree and acknowledge, that the API, its source code, and documentation, may be subject to restrictions on use, release, transfer, importation, exportation and/or re-exportation under the laws and regulations of the United States or other countries ("Applicable Laws"), which include but are not limited to, U.S. export control laws such as the Export Administration Regulations and national security controls as defined thereunder, as well as State Department controls under the U.S. Munitions List. Licensee further agree that the API, its source code, and documentation, will not be used, released, transferred, imported, exported and/or re-exported in any manner prohibited under Applicable Laws, including U.S. export control laws regarding specifically designated persons, countries and nationals of countries subject to national security controls as provided in License Exception TSR of the Export Administration Regulations and any successor regulations.
  11. Termination. The term of this Agreement shall be one (1) year ("Initial Term"). At the end of the Initial Term, this Agreement shall automatically renew for additional one (1) year periods unless terminated by either party sixty (60) days prior to the end of the then-current term. This Agreement will terminate immediately without notice from Leading Reach or judicial resolution if Licensee fails to comply with any provisions of this Agreement. Furthermore, this Agreement may be terminated by either party upon sixty (60) days written notice. Upon termination of this Agreement, Licensee must delete or destroy all copies of the API. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive any expiration or termination of this Agreement.
  12. Advertising. Licensee may place advertising of any type on web pages where the API is utilized or referenced with the exception of any advertisements for pornographic or adult oriented services, products or content, advertisements promoting illegal activities, or other advertisements in violation of any law.
  13. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof. This Agreement may not be amended except by a written document signed by both parties.
  14. Severability. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
  15. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.