LinkLocker API Developer Agreement

Last updated: June 7, 2017

This LinkLocker API Developer Agreement (“Agreement”) is made between you (either an individual or an entity, herein referred to as “you”) and J&G Features, LLC (dba LinkLocker and herein referred to as “LinkLocker”) and governs your access to and use of the Licensed Material (as defined below).

Please read the terms and conditions of this agreement carefully. By using the Licensed Material, you are agreeing that you have read, and that you agree to comply with and to be bound by the terms and conditions of this agreement and all applicable laws and regulations in their entirety without limitation or qualification. If you do not agree to be bound by this agreement, then you may not access or otherwise use the Licensed Material. This agreement is effective as of the first date that you use the Licensed Material (“effective date”).

If you are an individual representing an entity, you acknowledge that you have the appropriate authority to accept this agreement on behalf of such entity. You may not use the Licensed Material and may not accept this agreement if you are not of legal age to form a binding contract with LinkLocker, or you are barred from using or receiving the Licensed Material under applicable law.

I. LinkLocker API and LinkLocker Content

A. Definitions

B. License from LinkLocker

Subject to the terms and conditions in this Agreement (as a condition to the grant below), LinkLocker hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license during the Term solely to:

  1. Use the LinkLocker API to develop and implement your Services, provided those Services do not expose any credentials or other sensitive information publicly (see "Reverse Engineering and other Limitations," below);
  2. Copy a reasonable amount of and display the Content on and through your Services to End Users, as permitted by this Agreement;
  3. Modify Content only on behalf of the User's direct request; and
  4. Use and display LinkLocker Marks, solely to attribute LinkLocker’s offerings as the source of the Content, as set forth herein.

C. License to LinkLocker

You hereby grant LinkLocker and LinkLocker accepts a non-exclusive, royalty free, non-transferable, non-sublicensable revocable license during the Term to advertise or otherwise mention publicly your Marks and Services

D. Incorporated Terms

The terms outlined in this document are referred to herein as the “Developer Terms”. You agree to the Developer Terms, which are hereby incorporated by reference and are available in hard copy upon request to LinkLocker. This Agreement comprises the totality of the Developer Terms, excluding any and all license granted and/or inferred beyond the Terms in the Agreement.

II. Restrictions on Use of Licensed Materials

Reverse Engineering and other Limitations

You will not or attempt to (and will not allow others to):

  1. reverse engineer, decompile, disassemble or translate the LinkLocker API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any LinkLocker API or any portion thereof;
  2. interfere with, modify, disrupt or disable features or functionality of the LinkLocker API, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the LinkLocker API;
  3. sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party;
  4. provide use of the LinkLocker API on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the LinkLocker API or "frame" or "mirror" the LinkLocker API on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the LinkLocker API; or
  5. devise and/or offer to Users any Services which provide access to Licensed Material directly in a Web Browser, via a serverless JavaScript client or by any other means, in such a way that credentials, usernames, passwords, client ID's, client secrets, or other authentication and/or authorization information might or must be stored and/or transmitted to any third party (including the User) publicly, including via JavaScript or other world-readable code running in or rendered by a Web Browser;
  6. use the Licensed Material for any illegal, unauthorized or other improper purposes.

Rate Limits

You will not attempt to exceed or circumvent limitations on access, calls and use of the LinkLocker API ("Rate Limits"), or otherwise use the LinkLocker API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement. If you exceed or LinkLocker reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the LinkLocker APIs or the terms and conditions of this Agreement, then your ability to use the Licensed Materials may be temporarily suspended or permanently blocked. LinkLocker may monitor your use of the LinkLocker API to improve the LinkLocker Service and to ensure your compliance with this Agreement.

Geographic Data

Your license to use Content in this Agreement does not allow you to (and you will not allow others to) aggregate, cache, or store location data associated with the User, or other geographic information. Any use of User location data or geographic information is a breach of this Agreement.

Use of LinkLocker Marks

The LinkLocker Marks may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names. Moreover, you may not create any derivative works of the LinkLocker Marks or use the LinkLocker Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with LinkLocker. You will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive users of your Services. All use of the LinkLocker Marks and all goodwill arising out of such use, will inure to LinkLocker's benefit. You shall not use the LinkLocker Marks except as expressly authorized herein without LinkLocker's prior consent. You will not remove or alter any proprietary notices or LinkLocker Marks on the Licensed Material.

III. Updates

You acknowledge that LinkLocker may update or modify the LinkLocker APIs from time to time, and at its sole discretion (in each instance, an “Update”). You are required at your sole cost and expense to implement and use the most current version of the LinkLocker API and to make any changes to your Services that are required as a result of such Update. Updates may adversely affect the manner in which your Services access or communicate with the LinkLocker API or display Content. Your continued access or use of the LinkLocker APIs following an update or modification will constitute binding acceptance of the Update.

IV. Ownership and Feedback

Ownership

The Licensed Materials are licensed, not sold, and LinkLocker retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that LinkLocker, its licensors and its Users retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty ("IP Rights"). You agree not to do anything inconsistent with such ownership, including without limitation, challenging LinkLocker’s ownership of the LinkLocker Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the LinkLocker Marks during or after the termination of this Agreement, except as specifically authorized herein. If you acquire any rights in the LinkLocker Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to LinkLocker, immediately assign such rights to LinkLocker.

Feedback

You may provide LinkLocker with comments concerning the Licensed Material, Services or your evaluation and use thereof (collectively, "Feedback"). You hereby grant LinkLocker all rights, title and ownership of such Feedback (including all intellectual property rights therein), and LinkLocker may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.

V. Termination

LinkLocker may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Licensed Materials, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Agreement at any time by ceasing your access to the LinkLocker API and use of all LinkLocker Content. Upon termination of this Agreement, all licenses granted herein immediately expire and you must cease use of all Licensed Materials. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections II, IV, V, VI and VII of this Agreement will survive the termination of this Agreement.

VI. Confidentiality

You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”), which is confidential and proprietary to LinkLocker. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without LinkLocker’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.

VII. Other Important Terms