API Terms of Use

API TERMS OF USE AGREEMENT

Welcome to the API program at Little Green Light, LLC (herein, “LGL”, “we”, “us”, “our”). We thank you for using LGL’s application program interface tools, developer services, and associated software tools (collectively, “APIs”).

By accessing or using LGL’s APIs, you represent that you read and fully understand this Terms of Use Agreement and LGL’s API Usage Guidelines and you are agreeing to this Terms of Use Agreement and LGL’s API Usage Guidelines (collectively, the “Agreement”). Further, if you are using the APIs on behalf of a company, organization or entity, you represent and warrant that you have the legal authority to bind that company, organization or entity to this Agreement, that you are doing so on your behalf and on behalf of that company, organization or entity, and all references to “you” in this Agreement refer to you and that entity.

PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE WITH THIS TERMS OF USE AGREEMENT, DO NOT ACCESS OR USE OUR APIs.

1. Accepting this Agreement

You may not use the APIs and may not accept this Agreement if (a) you are not of legal age to form a binding contract with LGL, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you access and use the APIs.

2. Non-Exclusive

This Agreement is non-exclusive, and your right to use the APIs are non-exclusive. You understand and agree that LGL may develop products or services that compete with the APIs or any other products or services, including your products and services.

3. Your End Users

By using our APIs, you agree that you will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and this Agreement.

4. Compliance

By using our APIs, you represent and warrant that you shall comply with all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). By using our APIs, you also agree not to use the APIs to encourage or promote illegal activity or violations of any third party’s rights.

5. Permitted Access

By using our APIs, you agree that you will only access (or attempt to access) an API by the means described in the documentation of that API. You will not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.

6. API Limitations

By using our APIs, you understand and agree that LGL sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion, and you agree to, and will not attempt to circumvent, such limitations. By using our APIs you agree to our API Usage Guidelines, and you represent that you have read and fully understand our API Usage Guidelines. Our API Usage Guidelines are a part of this Agreement.

7. Warranties

By using our APIs, you understand and agree that the APIs are provided AS IS AND WITH ALL FAULTS, THAT LGL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE APIS, AND THAT WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF NON-INFRINGEMENT, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER LEGALLY RECOGNIZED EXPRESS AND IMPLIED WARRANTIES.

8. No-Uninterrupted Access Guarantee

We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. LGL cannot and does not guarantee that our APIs will be accessible to you 24/7/365. You understand and agree that LGL cannot guarantee that you will be able to access the API’s 100% of the time.

9. API Development

LGL is constantly developing its APIs, and LGL reserves the right to create new API methods, modify the specifications for existing API methods, and deprecate (remove) existing API methods. We will attempt to inform users of changes as early as possible.

10. Feedback

LGL welcomes and values comments, suggestions and feedback (“feedback”) from developers that use our APIs. If you provide feedback, then we (and those we allow) may use such information in perpetuity without obligation to you, and you agree by using our APIs that your original consent to this Agreement and your use of our API’s is good, valuable sufficient, and adequate consideration for our right to use your feedback.

11. Support

We intend our support documentation to be accurate and up-to-date. However, if you find an issue with the APIs, you may provide feedback to our API team at support@littlegreenlight.com, but you understand and agree that we are under no obligation to take steps to resolve your issue by any particular deadline, if at all—though we may address the issue as part of a scheduled development cycle within our discretion.

LGL cannot be responsible for issues related to code hosted on third-party servers, particularly, non LGL code). Assistance with outside code may be provided at our sole discretion, and LGL reserves the right to charge development costs for this assistance. We will address this issue if and when it arises.

12. API Clients and Monitoring

We offer the APIs so you can build software that helps our mutual customers with their constituent relationship management and related activities (your software is referred to herein as “API Client(s)”). YOU AGREE THAT LGL MAY MONITOR USE OF THE APIs TO ENSURE QUALITY, IMPROVE LGL PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THIS AGREEMENT.

Our monitoring may include LGL accessing and using your API Client, for example to identify security issues that could affect LGL or its users. You will not interfere with this monitoring. LGL may use any technical means to overcome such interference. LGL may suspend access to the APIs by you or your API Client without notice if we reasonably believe (rightly or wrongly) that you violated this Agreement.

13. Security

You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information (“PII”), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

14. Intellectual Property Ownership

LGL does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.

15. User Privacy and API Clients

You will comply with all applicable privacy laws and regulations. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information (including for advertising) with LGL and third parties.

18. API Prohibitions

When using the APIs, you may not (or allow those acting on your behalf to):

a) Access or use our APIs in a manner that is inconsistent with this Agreement or LGL’s API Usage Guidelines.

b) Sublicense an API for use by a third party, meaning you agree not to create an API Client that functions substantially the same as the APIs and offer it for use by third parties.

c) Perform an action with the intent of introducing to LGL products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

d) Defame, abuse, harass, stalk, or threaten others.

e) Interfere with or disrupt the APIs or the servers or networks providing the APIs.

f) Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.

g) Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.

h) Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).

i) Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

j) Remove, obscure, or alter any LGL terms of service or any links to or notices of those terms.

k) Retain any credit card or banking information prior to transmission to our secure gateway.

l) Unless otherwise specified in writing by LGL, LGL does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a “covered entity” or “business associate” as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to LGL unless you have received prior written consent to such use from LGL.

19. Confidentiality

Developer credentials (such as passwords, keys, and client IDs) are intended to be used only by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.

Our communications to you and our APIs may contain LGL confidential information. LGL confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without LGL’s prior written consent. LGL confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose LGL confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

By using our APIs, you agree that LGL may use submitted information for internal purposes to improve and better understand API usage. Information submitted through the API will remain confidential and kept secure using reasonable industry standards.

20. Data Portability

For as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that’s substantially as fast and easy as exporting such data from LGL products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.

21. LGL Marks and Brand Features

“LGL Marks and Brand Features” is defined as LGL’s trade names, trademarks, trade dress, service marks, logos, domain names, and other distinctive LGL brand features. You agree that your use of LGL Marks and Brand Features (including any goodwill associated therewith) shall inure exclusively to the benefit of LGL. You also agree to the guidelines for use of LGL Marks and Brand Features as set forth in the Brand Guidelines and you agree to not modify or remove any LGL Marks or Brand Features from the APIs or your end users’ CRM system.

22. Promotional and Marketing Use

You may promote any integration you create with Little Green Light as long as you do so in a factual manner and do not imply a relationship, affiliation, or endorsement by Little Green Light of your product, service, or business unless granted permission in writing.

In the course of promoting, marketing, or demonstrating the APIs you are using and the associated LGL products, LGL may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes.

23. Termination

You may stop using our APIs at any time with or without notice. Further, if you want to terminate this Agreement, you must provide LGL with prior written notice and upon termination, cease your use of the applicable APIs. LGL reserves the right to terminate this Agreement with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

Upon any termination of this Agreement or discontinuation of your access to an API, you will immediately stop using the API, cease all uses of the LGL Marks and Brand Features.

Upon any termination of this Agreement or discontinuation of your access to an API, LGL may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.

24. LIMITATION OF LIABILITY

YOU AGREE THAT LGL SHALL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF LGL OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR CONTRACTORS FOR ANY CLAIM OR CONTROVERSY ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP BETWEEN YOU AND LGL, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIs PIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIs AGAIN) DURING THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

IF YOU DID NOT PAY TO USE THE APIs, YOU AGREE TO ACCEPT $100 AS A FULL AND FINAL COMPENSATION TO FULLY AND FINALLY RESOLVE ANY CLAIM OR CONTROVERSY THAT ARISES OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN YOU AND LGL OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR CONTRACTORS.

25. Indemnification

You agree to defend and indemnify and hold LGL, and its affiliates, directors, officers, shareholders, employees, and users, harmless against all liabilities, damages, losses, costs, fees (including legal fees and costs of suit), and expenses relating to any allegation or third-party legal proceeding to the extent arising from (a) your misuse or your end user’s misuse of the APIs; (b) your violation or your end user’s violation of this Agreement; or (c) any third party claims arising our of your use of the APIs or your end users’ use of the APIs.

26. General Terms and Conditions

We each agree to contract in the English language, and we each agree to communicate with each other and to address and resolve any disputes in the English language.

The laws of Washington State, USA, without regard to its conflict of law principles, shall govern this Agreement and the relationship between you and LGL.

This Agreement is the entire agreement between you and LGL relating to its subject matter and this Agreement supersedes and replaces and prior or contemporaneous communications or agreements between us concerning or relating to the APIs.

This Agreement can only be modified or amended by you in a mutually signed writing; though LGL may update and amend this Agreement from time-to-time. You agree that your use of the APIs following the date of such updates or amendments to this Agreement shall constitute and be legally deemed your binding consent and acceptance of the new version of this Agreement.

IF YOU DO NOT AGREE TO OUR UPDATES OR AMENDMENTS TO THIS AGREEMENT, IMMEDIATELY STOP USING AND ACCESSING OUR APIs.

This Agreement does not create any third party beneficiary rights or any agency, partnership, or joint venture.

Nothing in this Agreement will limit either party’s ability to seek injunctive relief.

IF YOU AGREE TO THIS AGREEMENT, YOU MAY ACCESS AND USE LGL’S APIs. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE LGL’S APIs.