Terms and Conditions

Local Gradient API License Agreement Updated May 24, 2024 This Local Gradient API License Agreement (the “License Agreement”) together with any additional terms referenced in or attached to this License Agreement (the “Additional Terms”) (collectively the “Agreement”) set out the terms on which Local Gradient, LLC (“Local Gradient”, “we”, “us”) agrees to grant you a license for access to the application programming interfaces and documentation (“APIs”) made available by Local Gradient to you under this Agreement. The terms "customer" and “you” and “your” refers to the user of the API whether an individual or other legal entity. If you are accepting on behalf of the user of the API, you represent and warrant that: (a) you have full legal authority to bind the user to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of the user, to this Agreement. If you do not accept this Agreement, you may not access or use the APIs. 1. License Local Gradient provides several application programming interface software (“Software”) and data sets (“Data”) that can be accessed via use of a user specific key parameter through Local Gradient's application programming interface (“API”). This Agreement establishes the terms of service for the use and/or purchase of the Services (“Subscriptions”). This Agreement does not obligate the parties to purchase or provide Subscriptions. Such obligations will be documented in subsequent orders the Customer makes through the Website that describe the Subscription, including license metrics, the Term, and fees whether one time or re-occuring. Upon submitting a purchase order to Local Gradient, Customer hereby agrees to abide by the terms of the applicable purchase terms outlined at time of purchase. 2. Customer Account To use the services, Customer will need to create an account with Local Gradient. Customer represents and warrants that: (a) all required registration information Customer submits is truthful and accurate; and (b) Customer will timely maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of its account login information and any provided user access key and/or tokens and is fully responsible for all activities that occur under its account. Customer agrees to immediately notify Local Gradient of any unauthorized use, or suspected unauthorized use of Customer’s account or any other breach of security. Local Gradient will not be liable for any loss or damage arising from Customer’s failure to comply with the above requirements. 3. Use Restrictions Except as expressly authorized under this Agreement, you agree that you will not, and will not permit any other party, or if the Services are being purchased for use by an entity, any of such entity’s employees, to: (a) permit any party to access the Software, the API, or Documentation or use the Services, other than its employees authorized under this Agreement; (b) modify, adapt, alter or translate the Local Gradient Property, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software, API, or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (e) use or copy the Software, API, Documentation, or Data except as expressly allowed under this subsection; (f) disclose or transmit any data contained in the Software to any individual other than a Customer employee, except as expressly allowed herein, (g) use the Services to conduct or promote any illegal activities; (h) use the Services to generate unsolicited email advertisements or spam; (i) use the Services to stalk, harass or harm another individual; (j) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation bots, web-crawlers or scripts); (k) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (l) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (m) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Local Gradient Property; or (n) use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Local Gradient product or Services. Customer may not (i) cache the Data or otherwise store Data offline without written approval from Local Gradient, or (ii) extract or process the Datain any derivative works other than the web and mobile applications. In the event that Customer wants to create derivative works of the Data, Customer must receive written approval from Local Gradient, and additional fees may be applicable. 4. Privacy and Data Security Your Privacy and Data Security Obligations. You are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of your Connection. 5. Disclaimer of Warranties. THE APIs ARE PROVIDED “AS IS” AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LOCAL GRADIENT MAKES NO WARRANTY OF ANY KIND THAT THE APIs WILL OPERATE WITHOUT INTERRUPTION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY RIGHT OR REMEDY, OR ANY CONDITION, GUARANTEE, WARRANTY OR OTHER TERM OR CONDITION, IMPLIED OR IMPOSED BY ANY LEGISLATION WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED. 6. Indemnification. Customer will indemnify, defend, and hold harmless at its expense any third-party suit brought against Local Gradient, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Customer’s breach or alleged breach of any of Customer’s representations or warranties herein. Customer’s obligations as set forth herein are expressly conditioned upon each of the foregoing: (a) Customer shall promptly notify Local Gradient in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) Local Gradient shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. 7. Limitation of Liability. In no event shall either party be liable to the other for any consequential, special, incidental, punitive, exemplary, or indirect damages; or for lost profits, lost revenues, harm to goodwill, loss of sales, loss of data, loss of data use, loss of reputation, or the costs of procuring replacement services, regardless of whether such damage was foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by law. Except with respect to a party’s indemnification obligations, a party’s gross negligence or willful misconduct, and Customer’s payment obligations under this Agreement, in no event shall the aggregate liability of Local Gradient arising out of or related to this Agreement or any Order, whether in contract, tort, or otherwise, exceed the total amounts actually paid under Customer’s Order for the Services giving rise to the liability during the one (1) month immediately preceding the event giving rise to such liability. 8. Automatic Renewals. Some Local Gradient API subscriptions may be offered with an automatic renewal. In such case the term will automatically renew for successive periods of equal duration as selected by the customer at time of purchase. Local Gradient will be entitled to charge customers' credit card as part of the automatic renewal plan until customer cancels the services. To cancel service customer must notify Local Gradient at least fifteen (15) days before the beginning of a term renewal by sending an email to info@localgradient.com indicating customers desire to terminate services. 9. Term and Termination. This Agreement will continue until terminated as permitted in this Agreement (the “Term”). We may cancel, suspend or block your use of the API without notice and immediately if there has been a breach of this Agreement by you. Either party terminate this Agreement at any time by providing thirty (15) days’ written notice. Upon termination of this Agreement for any reason all licenses and rights granted to each party under this Agreement will terminate and each party must delete all Confidential Information of the other. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement, will survive termination. 10. Modifications. We reserve the right to modify and impose new or additional terms to this Agreement at any time. We will provide reasonable written notice of any such changes. If you do not accept such modifications or new or additional terms and conditions, you may terminate this Agreement upon written notice to Local Gradient. Your failure to exercise your right to terminate this Agreement within 30 days after notice of any change to this Agreement will constitute your acceptance of such changes. 11. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Colorado excluding its conflict of law provisions. The parties agree that the exclusive jurisdiction for the institution and maintenance of any action for judicial relief shall be in the State courts sitting in El Paso County, Colorado. Each party hereby waives any claim that such court does not have personal jurisdiction over it or is an inconvenient forum. 12. Miscellaneous. We will send notice to you by email in connection with your use of the APIs. Emails shall be deemed to have been received within 1 working day from being sent. Any notices to us must be sent via email to info@localgradient.com. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. There are no third-party beneficiaries to this Agreement. Any failure to act by either party with respect to a breach of this Agreement does not constitute a waiver and will not limit their rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any assignment or transfer violation of the foregoing will be void and without effect. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The language of this Agreement is English and any translation of this Agreement into a language other than English will be for reference purposes only. In the event of a conflict of interpretation, the English language will prevail.