API Use Agreement

Please read these terms and conditions very carefully before using the LeadingReach API and Webhooks (each an “API”).  The terms and conditions of this API Use Agreement (“Agreement”) govern your use of the API owned by Leading Reach, Inc. (“LeadingReach”).  This Agreement between you (“User” or “you”, if an entity, then “User” or “you” means that entity) and LeadingReach, is subject to change by LeadingReach 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 LeadingReach.  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.  LeadingReach will provide access to its API to User, upon the condition that User accepts all of the Terms and Conditions of this Agreement. 

Terms and Conditions

  1. Use.  Provided User is employed by a current client of LeadingReach that has a valid LeadingReach SaaS Agreement and Order(s), and subject to this Agreement and/or the Software & Services Terms and Conditions located at https://leadingreach.com/software-services-terms-and-conditions/, and any separate Orders between the parties, User has a nonexclusive, nontransferable right to use the API as described herein.  User may use the API solely in accordance with the documentation, if any, or any other use restrictions contained herein.  User 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, User may retrieve LeadingReach based data for use in third party applications and products or insert, update or delete certain records into LeadingReach based on available endpoints and webhooks (“Integrations”).  User is solely responsible for the endpoints and webhooks they select and implement.  For further clarification, the API may be used solely in connection with (i) retrieving metadata (ii) displaying records stored in LeadingReach from User’s products and/or applications and (iii) creating, inserting, updating or deleting records inside the User’s account or accounts in LeadingReach. User’s use of the API must be in compliance with all applicable law and any applicable third party agreements.  User shall comply with any applicable state, federal or international laws and regulations with respect to personally identifiable information and/or protected health information.
  2. Fees. The subscription fees associated with the use of the API shall be outlined in a Subscription Order or Order Amendment as applicable. LeadingReach retains the right to modify the API pricing with advance notice (which may include email) to User.
  3. Use Restrictions.  Except for the limited rights granted herein, User shall have no other rights in the API, whether express, implied, arising by estoppel or otherwise.  User 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 that access and/or documentation 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 User in this Agreement, including rights to trademarks and patents, are reserved to LeadingReach.  LeadingReach is under no obligation to provide any updates or enhancements to User; however, to the extent LeadingReach modifies the API, User shall implement such modification within sixty (60) days of LeadingReach making the modification available. User represents and warrants that User will not transfer any Unauthorized Code to the API or otherwise to LeadingReach. “Unauthorized Code” means any virus, Trojan horse, worm, spyware (such as, any program that tracks the computer’s use in some manner, including downloaded files or usernames and passwords for websites or programs), adware (such as, any program that connects to the Internet and uses the computer to host advertisements and/or possibly transmit advertisements to other computers) or other code, script, or algorithm designed or used to disable, erase, alter, or otherwise harm any computer system, program, database, data, hardware or communications system, or to consume, use, allocate or disrupt any computer resources, in a manner which is malicious or intended to damage or inconvenience. User represents and warrants that User will not (i) use the API, any materials, Integrations, services or account data in a manner that adversely affects the security or performance of the API or any third party’s products and/or applications accessed through the API; (ii) attempt to circumvent any security measures implemented by the API or any third party’s products and/or applications accessed through the API; or (iii) degrade the performance of or materially adversely affect the operation of the API or any third party’s products and/or applications accessed through the API.
  4. Feedback.  User may provide LeadingReach feedback, suggestions or opinions as to the API, its features, and desired enhancements or changes.  If User provide feedback, suggestions or opinions to LeadingReach regarding any new features, use, functionality, or change to the API or any materials related to the API, User hereby agrees to grant, and does grant, LeadingReach all rights needed for LeadingReach to incorporate and commercialize any new feature, use, functionality, or change at no charge or encumbrance to LeadingReach.  User agrees that LeadingReach may disclose such feedback, suggestions or opinions to any third party in any manner, and User agrees that LeadingReach has the ability to sublicense any of the foregoing rights in any feedback, suggestions or opinions or LeadingReach products or services in any form to any third party without restriction.
  5. Ownership.  User agrees that the API is owned by LeadingReach and/or LeadingReach’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.  User will not remove the copyright notice or any other legends from the API.  User 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 LeadingReach.  Except as expressly provided herein, LeadingReach does not grant any express or implied right to User under LeadingReach patents, copyrights, trademarks, trade secret information or other proprietary rights.
  6. Confidentiality. User agrees to keep confidential all technical, product, business, financial, and other information regarding the business and software programs of LeadingReach (“Confidential Information”), including but not limited to programming techniques and methods, research and development, computer programs, source code, documentation, marketing plans, customer identity, and business methods. User shall at all times protect and safeguard the Confidential Information and agrees not to disclose, give, transmit or otherwise convey any Confidential Information, in whole or in part, to any other party. User further agrees not to attempt to ascertain the source code of any LeadingReach computer program by unauthorized access or review, decompilation, disassembly, or any other technique or method. User agrees that it will not use any Confidential Information for its own purpose or for the benefit of any third party and shall honor the copyrights of LeadingReach and will not copy, duplicate, or in any manner reproduce any such copyrighted materials. LeadingReach shall have the right to take such action it deems necessary to protect its rights hereunder, including, without limitation, injunctive relief and any other remedies as may be available at law or equity.
  7. Updates.  LeadingReach may, in its sole discretion, provide to User updates to the API.  LeadingReach is under no obligation to provide User with any updates to the API.  Any enhancements and/or updates shall be provided pursuant to a separate written agreement at LeadingReach’s then-current development rate and is subject to LeadingReach’s availability and discretion.  
  8. Disclaimer of Warranty.  The API is provided without warranty in its current “AS IS” condition only for purposes of using the API with LeadingReach.  LEADINGREACH MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
  9. Indemnification.  User will defend, indemnify and hold LeadingReach 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. 
  10. Limitation of Liability.  IN NO EVENT SHALL LEADINGREACH 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 LEADINGREACH 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.
  11. 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 and each party hereby consents to the exclusive jurisdiction of such courts.
  12. Import/Export.  User 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.  User 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.
  13. 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.  User may terminate this Agreement without penalty during the Review Period. This Agreement will terminate immediately without notice from LeadingReach or judicial resolution if User 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, User must delete or destroy all copies of the API.  Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive any expiration or termination of this Agreement.
  14. 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.
  15. 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.
  16. 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.