API Agreement

HC Info is the owner and provider of the web-based software as a service, commonly referred to as “LAMPS,” which is used for water management plans, analytics, and training (“LAMPS” or the “LAMPS Platform”).

This API Agreement (the “Agreement”) describes the terms and conditions for use of HC Info’s Application Programming Interface for its LAMPS Platform, together with any accompanying or related documentation and other materials (“API”). “Supplier API User,” “Licensee,” “you,” and “your” refer to you, the Licensee. “We” and “our” refer to Landquest Group, Inc. dba HC Info (“HC Info”) and/or its assigns.

Subject to the terms of this Agreement, HC Info grants you, the Licensee, a non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the API solely for the purpose of sending data to, receiving data from, making calls to, or otherwise communicating and interoperating with the LAMPS Platform for use in accordance with the LAMPS terms of use which may be found here: https://hcinfo.com/water-management-plans/wmp-platform-terms/ (“Terms of Use”). This license and the API are solely for Licensee’s internal use, and Licensee may not distribute or disclose the API to any third party.

RELATIONSHIP OF PARTIES
We are independent parties and this Agreement will not form any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to bind us into any agreement or to make or accept any offers or representations on our behalf. You will not make any statement, on your web site or elsewhere, that contradicts this section.

NON-COMPETITION / NO RESTRICTED ACTIVITY
During the Restricted Period, you shall not, directly or indirectly, engage in any Restricted Activity. For purposes of this Agreement, “Restricted Activity” means: developing a software application similar to the LAMPS Platform for water management plans, analytics, or training and offering such to your customers. For the avoidance of doubt, you are free to offer and sell other third-party water management plans and analytics to your customers. “Restricted Period” means the period starting on the Effective Date of this Agreement and ending three (3) years after the date of termination of this Agreement.

RESTRICTIONS
The licenses granted in this Agreement are explicitly conditioned on your compliance with the restrictions and terms of this Agreement, including the following:

To use and access the API, you must obtain API credentials from HC Info (a “Key”). You may not share the Key with any third party, shall keep your Key and all login information secure, and shall use the Key as your sole means of accessing the API.

To access the API documentation (“Documentation”), you must obtain Documentation login credentials from HC Info. You may not share the Documentation login credentials or Documentation with any third party and shall keep your Documentation login credentials and the Documentation secure.

You will not and shall not attempt to: (i) interfere with, modify or disable any features, functionality or security controls of LAMPS or the API, (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for LAMPS or the API, or (iii) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from LAMPS or the API.

You shall not use or assist your customers or any third party in using the API or any other software to circumvent any usage restrictions in the LAMPS’s user interface, including individual login requirements.

You are not permitted to use the API in any manner that does or could potentially undermine the security or performance of LAMPS, the API, or any data or information stored or transmitted using LAMPS or the API.

You shall not use or assist your customers or any third party in accessing or using the API or LAMPS in order to monitor the availability, performance, or functionality of any of the API or LAMPS or for any similar benchmarking purposes.

You will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing the API.

Within one business day of being notified by HC Info of errors, inaccuracies, or other problems that our customers are experiencing or could experience because of a problem with your software or equipment, you will begin working to resolve the problem.

You shall not make any modifications to any data transmitted using LAMPS or the API.

Except to the extent required by applicable law, neither you nor your software application(s) will (i) modify the content of any data received from LAMPS (“LAMPS Data”) in a manner that adversely affects the integrity of the LAMPS Data; (ii) disclose LAMPS Data to any third party, or (iii) use LAMPS Data for any unauthorized purpose.

You will maintain and handle all LAMPS Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all LAMPS Data.

Neither you nor your software application(s) will violate, misappropriate, or infringe upon the intellectual property rights of any third party.

You will comply with all applicable local, state, national and international laws and regulations in connection with this Agreement, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and distribute your software.

DISCLAIMER
We make no express or implied warranties or representations with respect to use of the API or your potential to earn income from it.

In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or down time.

We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, by not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for your lost profits or for your loss of data or information.

INTELLECTUAL PROPERTY
Nothing in this Agreement shall be construed to grant you any rights, ownership or interest in the LAMP Platform, API, or LAMPS water management plans, analytics, reports, documentation, training content, or other HC Info products or materials.

HC Info shall have the right to collect data within LAMPS including but not limited to sensor data, controller data, and test results sent to LAMPS from your server(s) or from your customer’s equipment (“Data”). HC Info takes all commercially reasonable measures to protect the confidentiality, availability, and security of the Data. However and notwithstanding the foregoing, HC Info may apply analytics and/or machine learning for aggregate, anonymous Data, across all customer sites. This may take into account the location(s) of a customer’s site(s), which HC Info will limit to a 3-digit zip code in order to protect each customer’s identity. This aggregate Data may also be used, free of charge or for a charge, for public health research or made available to government health officials, universities, or other researchers to study. Lastly, HC Info may use the Data for product enhancement purposes including but not limited to discovering key relationships between water quality parameters and the like.

TERMINATION
Either you or we may end this Agreement, with or without cause, by giving the other party sixty (60) days prior written notice. If either party violates any of its obligations under the terms of this Agreement, the non-breaching party shall have the right to terminate this Agreement upon sixty (60) days prior written notice. Such notice shall become effective unless the breaching party has completely remedied the violation within that sixty (60) day period after receipt of such notice and the remedy satisfies the non-breaching party that such violation has been remedied.

Notwithstanding the foregoing, HC Info may immediately terminate this Agreement and suspend your rights and licenses with respect to the API, including access to LAMPS, if we suspect a violation by you of the LAMPS Terms of Use. HC Info will notify you of such termination in writing and such written notice may be in the form of letter sent by mail or an email.

MODIFICATION
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. We will use our best efforts to notify of such modifications but it will not be a breach of this Agreement if we fail to do so. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued use of the API following the posting of a new Agreement or revisions on our site will indicate your agreement to the changes.

LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, HC INFO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, OR LICENSORS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE API, LAMPS, FORMS, INSTRUCTIONS, DOCUMENTATION, ANALYTICS, REPORTS, TRAINING MATERIALS, OR OTHER MATERIALS PROVIDED (MATERIALS), OR ANY DOCUMENTS AND REPORTS GENERATED FROM THEM, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, LOST PROFITS, LOSS OF USE OR OF DATA OR PUNITIVE DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY REPRESENT A REASONABLE ALLOCATION OF RISK.

INDEMNIFICATION
Each party will indemnify, defend and hold the other harmless against any claim brought by a third party against the other party arising from or related to (i) any breach or alleged breach by the indemnifying party of an obligation, representation, warranty, covenant or other provision of this Agreement; (ii) the indemnifying party’s products or services; or (iii) one of the indemnifying party’s personnel’s negligent or wrongful actions or inactions.

GENERAL PROVISIONS
We may freely assign or transfer any or all of the rights and obligations under this Agreement without your consent and without notice to you.

If any provision of this Agreement is found invalid or unenforceable, that provision shall be severed and the remainder of this agreement shall remain in force.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

This Agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of our prior agreements, representations, proposals, and understandings, oral and written.

You represent and warrant that you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations hereunder, without the approval or consent of any other party.

This Agreement will be governed by the laws of the United States and the State of Washington without regard to the conflicts of laws and principles thereof.

HC Info