All content effective through March, 2014
By accessing and using this API (the "API"), you explicitly agree to comply with and be bound by the following terms and conditions (the "API Rules"), which we may change at any time. Please review these terms and conditions periodically and check the version date for changes. You also agree and abide to LeadPlace’s , which also include and incorporate LeadPlace’s , and . Furthermore, any Applications that You build, distribute, or otherwise create that access the Service must not violate these API Rules, the LeadPlace , , and .
1.1 You may write a software application or website (an "Application") that interfaces with the Services. You acknowledge that we may change, deprecate or republish APIs for any Service or feature of a Service from time to time, and that it is Your responsibility to ensure that calls or requests You make to or via our Service are compatible with then-current APIs for the Service. LeadPlace will attempt to inform You of any changes with reasonable notice so You can adjust Your Application, but we are under no obligation to do so.
1.2 You may not remove, obscure, or alter any notice of any LeadPlace trademark, service mark or other intellectual property or proprietary right appearing on the Website or contained within the Services.
1.3 Provided that You comply with the terms of this Agreement and our policies and procedures, You may use the Services to execute Applications owned or lawfully obtained by You. You are solely responsible for Your Applications, including any data, or content contained therein.
1.4 You are personally responsible for all traffic originating from Your Applications using Your account credentials to the Services. As such, You should protect Your authentication keys and security credentials. Actions taken using Your credentials shall be deemed to be actions taken by You, with all consequences including service termination as well as civil and criminal penalties.
1.5 We may make available to You, for Your installation, copying and/or use in connection with the Services, from time to time, a variety of software, data and other content and printed and electronic documentation (the "LeadPlace Properties"). Subject to Your acceptance of and compliance with this Agreement, ongoing compliance with its terms and conditions with respect to the subject Service, and payment if and as required for Your right to use the subject Service, LeadPlace hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term of this Agreement in and under our intellectual property rights in the LeadPlace Properties, only to install, copy and use the LeadPlace Properties solely in connection with and as necessary for Your use of such Services, solely in accordance with the terms and conditions of this Agreement.
(a) The LeadPlace Properties may include, without limitation:
?.The LeadPlace Website; and
?.LeadPlace APIs; and
?.Specifications describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of a Service and its related APIs and technology.
(b) LeadPlace may make available under another license agreement, such as an open source agreement, additional content or software. Any such content or software will be clearly marked with such a license indicating the usage rights available for that content or software. For such content or software released pursuant to an open license, LeadPlace encourages You to modify, alter, tamper with, repair and/or create derivative works consistent with such license. Such content or software may include:
?.Developer tools, such as software development kits or sample code, for use in connection with the APIs; and
?.Articles and documentation for use in connection with the use and implementation of the APIs (collectively, "Documentation").
(c) Except as may be expressly authorized under this Agreement:
You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the LeadPlace Properties.
You may not, and may not attempt to, reverse engineer, disassemble, or decompile the LeadPlace Properties or the Services or apply any other process or procedure to derive the source code of any software included in the LeadPlace Properties.
1.6 The rights granted by us in this Agreement with respect to the LeadPlace Properties, the LeadPlace Marks and the Services are nonexclusive, and we reserve the right to: (i) act as a developer of products or services related to any of the products that You may develop in connection with the LeadPlace Properties or via Your use of the Services; and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with Your Application.
1.7 If you use our API, you represent and warrant: (i) that You are solely responsible for the development, operation, and maintenance of Your Application and for Your Content, including without limitation, the accuracy, appropriateness and completeness of Your Content and all product-related materials and descriptions; (ii) that You have the necessary rights and licenses, consents, permissions, waivers and releases to use and display Your Application and Your Content; (iii) that neither Your Application nor Your Content (a) violates, misappropriates or infringes any rights of us or any third party, (b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that neither Your Application nor Your Content contains any harmful components; and (v) to the extent to which You use any of the LeadPlace Marks, that You will conduct Your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of LeadPlace. You also represent and warrant that You are responsible for any charges incurred by virtue of Your use of the Application, no matter whether the Application acted in error.
2. LeadPlace specifically disclaims all liability, and You shall be solely responsible for the development, operation, and maintenance of Your Application and for all materials that appear on or within Your Application and Your Content and You agree that You shall, without limitation, be solely responsible for:
2.1 The technical operation of Your Application and all related equipment;
2.2 The accuracy and appropriateness of any materials posted on or within Your Application or Your Content (including, among other things, any product-related materials);
2.3 Ensuring that any materials posted on Your site or within Your Application do not violate our Acceptable Use Policy, are not illegal and do not promote illegal activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age;
2.5 Any of Your users' or customers' claims relating to Your Application or Your Content or any Services utilized in connection with Your Application.
3. The rights granted by us in this Agreement with respect to the LeadPlace Properties, the LeadPlace Marks and the Services are nonexclusive, and we reserve the right to: (i) act as a developer of products or services related to any of the products that You may develop in connection with the LeadPlace Properties or via Your use of the Services; and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with Your Application.
4. Limitation of Liability.
IN NO EVENT WILL LEADPLACE BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE API, CONTENT, OR OTHER RODUCTS AND SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, LEADPLACE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE FEES YOU PAID FOR ACCESS TO THE LEADPALCE API IN THE LAST YEAR.
You will indemnify, defend, and hold LeadPlace, its subsidiaries, affiliates, officers, and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of the Services, the API, or the Marks; (b) your use of the Services, the API, or the Marks other than as expressly allowed by this agreement; (c) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this agreement; or (d) your Service. You will assume control of the defense and settlement of any claim subject to indemnification by you. We may, however, at any time elect to take over control of the defense and settlement of any such claim. In any event, you will not settle any such claim without our prior written consent.