Rapleaf API Usage Agreement

This is a legal agreement between you and Rapleaf, Inc. By accepting these terms and/or using the Rapleaf Person API service, you are representing that you have the authority to bind the party being issued an API Passkey for this Person API (you and that party collectively referred to as "you"). The "API Passkey" is the Person API service user passkey given to you by Rapleaf upon successful sign-up for this service. In exchange for use of and access to an API Passkey and Rapleaf's proprietary Person API and its technical specifications ("Specifications") you agree to be bound by the terms of this Person API Agreement ("Agreement").

Person API Usage Overview

Please read this quick overview, however, if you plan on using or implementing the Person API, we do require that you read this whole Agreement.

• You agree to act ethically and honestly. You access the Person API with your confidential API Passkey. You can only have one API Passkey for yourself, your company, and your website.
• You have up to 1,000 free queries per month to use the Person API. A "query" is every time you ping the Person API with an email address whether or not it is unique. If you want to increase your query limit, email us at info@rapleaf.com.
• Upon request by us, you need to let us know how you're using the Person API.
• You must respect people's privacy. Review our privacy policy if you would like to understand Rapleaf's stance on privacy.
• Rapleaf can change the Person API or this Agreement or the query limits at any time. Make sure to stay updated with Rapleaf to be aware of changes.
• Using the Person API doesn't give you permission to use the Rapleaf brand or logos. Again, if you'd like to do so, email us at info@rapleaf.com.
• Rapleaf can terminate your API Passkey at any time for any reason. If you are not sure your Person API usage is appropriate, contact us at info@rapleaf.com.
• You cannot sell, license, disclose or transfer the data without express written permission from Rapleaf.
• There are no promises or response-time guarantees for this version of the Person API. To learn about programs with a higher levels of service, contact us at info@rapleaf.com.

1. Person API Use
   1. Permission to Use

      You may use Rapleaf's Person API and data you obtain from it ("Report Data")only in accordance with the terms and conditions of this Agreement. You must use the same API Passkey, and only one API Passkey, at all times. Any right to use the Person API and the Specifications is subject to and contingent on your full compliance with this Agreement. If you violate any part of this Agreement, your access to the Person API may be suspended or terminated without notice and you will have no further right to use the Person API. If you wish to terminate all or part of this Agreement, you must cease all use of the Person API. The Person API may be accessed by you either in automated fashion through connection to a web service that you control, or through human input of email addresses using the Rapleaf secure customer console.

   2. API Passkey

      You take responsibility for any and all use of the Person API using your API Passkey, if obtained directly or indirectly from you.

   3. Person API Report Data
      1. Transfer

         The Report Data that you obtain from the Person API may be used solely for your own personal or internal business purposes. You shall not use the Report Data for any other purposes or sell, redistribute, sublicense or otherwise disclose or transfer to any third party all or any portion of it.

      2. Security

         You shall use all reasonable efforts to keep all Report Data in a secure environment at all times according to commonly acceptable security standards for enterprise data, but an environment at least as secure as that for your own enterprise data.

   4. Monitoring

      You acknowledge that Rapleaf may monitor any Person API activity for the purpose of ensuring quality, improving Rapleaf products and services and compliance with these terms. You shall not try to interfere with such monitoring or otherwise obscure from Rapleaf your Person API activity. Rapleaf may use any technical means to overcome such interference.

   5. Compliance with Laws

      You are responsible for complying with all applicable government laws, rules and regulations, all third party rights and all Rapleaf policies. You shall not use the Person API or Report Data in a manner that violates such laws, rules and regulations, third parties' rights or any Rapleaf policies or that is deceptive, unethical, false or misleading.

   6. Duty not to Interfere

      You shall not interfere or attempt to interfere in any manner with the proper working of the Person API.

   7. Usage and Quotas

      Rapleaf may, in its sole discretion, set a quota on your Person API usage based on, among other things, the history of your account and use of your API Passkey. You shall not attempt to exceed automated use-quota restrictions.

   8. Submissions

      You acknowledge and agree that, in consideration for providing the Person API, Specifications and Report Data, Rapleaf may maintain a copy of the email addresses you submit to the Person API in its database during and after the term of this Agreement to improve the service level of Rapleaf's services. Rapleaf agrees not to send unsolicited email to those email addresses or provide or disclose those email addresses to any third party.

2. Quotas and Payment
   1. Monthly Quotas

      As part of the process to obtain your API Passkey you have selected a monthly service plan. Unless marked as 'unlimited', each monthly service plan has an associated number of queries allowed per month. If you would like to access more queries per month, please contact us at info@rapleaf.com to make such arrangement.

   2. Payment for Additional Use
      1. Fees

         Rapleaf will invoice you promptly on the 1st of every month for the previous month's Person API usage in accordance with your selected monthly service plan. You shall pay Rapleaf the invoiced fees no later than thirty (30) days following receipt of the invoice. You agree to provide complete and accurate credit card payment information or other payment information as requested by Rapleaf and to maintain such information in your account at all times. You hereby agree and authorize Rapleaf to periodically charge your credit card account number on file for such fees as accrue for use of the Person API in excess of the monthly limit.

      2. Payment Terms

         You shall pay all charges in U.S. Dollars, unless otherwise set forth between you and Rapleaf in writing, by (a) prepayment, (b) upon invoice due date, or (c) any other method accepted by Rapleaf for Person API payments. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for (y) any taxes, government charges, and (z) reasonable expenses and attorneys and collection agent fees Rapleaf incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the invoice date (this does not affect your credit card issuer rights). Charges are solely based on Rapleaf's measurements of quota usage. Nothing in these terms may obligate Rapleaf to extend credit to any party.

3. No Guaranteed Access
   1. Experimental API

      You acknowledge and agree that the availability of the Person API, and the terms upon which it is available, are continually under experimentation. You acknowledge and agree that this Agreement does not create any estoppel, or other right to rely upon continued Person API access, and you hereby waive, and agree not to assert, any such claims against Rapleaf under contract law or any other legal theory.

   2. No Continued Access or Standard

      YOU ACKNOWLEDGE AND AGREE THAT Rapleaf may suspend or terminate your access to the Person API, OR CHANGE ANY OF THE PERSON API SPECIFICATIONS, PROTOCOLS OR METHODS OF ACCESS for any or no reason and will bear no liability for such decisions. It is solely your responsibility at all times to backup your data AND to be prepared to manage your accounts and conduct your business without access to the Person API.

   3. No Service Level

      RAPLEAF DOES NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE PERSON API WILL BE AVAILABLE WITHOUT INTERRUPTION OR WITHOUT BUGS.

4. Miscellaneous
   1. No Implied Rights

      The Person API, all API Passkeys and the Specifications are, as applicable, the intellectual property and proprietary information of Rapleaf. Other than expressly granted herein, this Agreement does not grant either party any intellectual property or other proprietary rights. You hereby release and covenant not to sue Rapleaf and its corporate affiliates and any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the Person API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the Person API or Report Data. As between you and Rapleaf, Rapleaf and its applicable licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the Person API, all Rapleaf websites and all Rapleaf services and any derivative works created thereof. All license rights granted herein are not sublicenseable, transferable or assignable unless otherwise stated herein.

   2. Indemnification

      You shall indemnify, defend and hold Rapleaf, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Losses") arising out of or related to any act or omission by you in using the Rapleaf Person API, or relating to the development, operation, maintenance, use and contents of the Person API or Report Data, including but not limited to any infringement of any third-party proprietary rights. At Rapleaf's option, you shall assume control of the defense and settlement of any Loss subject to indemnification by you (provided that, in such event, Rapleaf may at any time thereafter elect to take over control of the defense and settlement of any such Loss, and in any event, you shall not settle any such Loss without Rapleaf's prior written consent).

   3. Termination

      Any licenses contained in this Agreement will terminate automatically without notice if you fail to comply with any provision of this Agreement. Rapleaf reserves the right to terminate this Agreement or discontinue the Person API or any portion or feature thereof for any or no reason and at any time without liability to you. Upon any termination or notice of any discontinuance, you must immediately stop and thereafter desist from using the Person API. After termination, the provisions of this Agreement that are intended to survive any termination of this Agreement will continue to bind you in accordance with their terms.

   4. Modification

      Rapleaf may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting the change to this web page, posting a notice to your account, emailing to the email address of your account or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND STOP USING THE PERSON API. YOUR CONTINUED USE OF THE PERSON API FOLLOWING A POSTING OR NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

   5. Disclaimer and Limitation of Liability

      RAPLEAF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. RAPLEAF SHALL HAVE NO CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS PERSON API AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ADDITIONALLY, RAPLEAF SHALL HAVE NO DIRECT LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT ANY OF THE ABOVE IS NOT ENFORCEABLE, RAPLEAF's AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO RAPLEAF BY YOU FOR THE PERSON API SERVICES IN THE MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PERSON API IS MADE AVAILABLE PRIMARILY AS A CONVENIENCE TO RAPLEAF's USERS AND AS SUCH YOU AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THIS SECTION) ARE A FAIR ALLOCATION OF RISK AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE MODEST FEES CHARGED BY RAPLEAF.

   6. Injunctive Relief

      You acknowledge that the limitations and restrictions in this Agreement are necessary and reasonable to protect Rapleaf, and expressly agree that monetary damages may not be a sufficient remedy for breach of this Agreement. In recognition thereof, you agree not to assert, with respect to an action or motion of Rapleaf for injunctive relief with respect to such breach, that monetary damages would be sufficient remedy for any such breach. You agree that Rapleaf will be entitled to seek temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without the necessity of proving actual damages.

   7. Miscellaneous

      This Agreement must be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles and adjudicated in San Francisco County, California. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any conflicting or additional terms contained in additional documents or oral discussions are void (except for written agreement signed by both parties or modifications by Rapleaf in accordance with Section 4.4). You may grant approvals, permissions and consents to Rapleaf by email, but any modifications by you to this Agreement must be made in a writing executed by both parties. Any notices to Rapleaf must be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, to the attention, and is deemed given upon receipt. Any waiver of a provision of this Agreement or of Rapleaf's rights or remedies must be in a writing signed by Rapleaf to be effective. Failure, neglect, or delay by Rapleaf to enforce a provision of this Agreement or its rights or remedies, will not be construed as a waiver of Rapleaf's rights and will not in any way affect the validity of the whole or any part of this Agreement or prejudice Rapleaf's right to take subsequent action. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights hereunder and any such attempt is void. You and Rapleaf are not legal partners or agents, but are independent contractors.