ZIPgraphs.com

API LICENSE AGREEMENT

THE FOLLOWING DESCRIBES THE TERMS ON WHICH HOMECENTRIX, LLC DBA ZIPGRAPHS.COM (“ZIPGRAPHS”) OFFERS YOU A LIMITED, REVOCABLE, NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE TO USE ZIPGRAPHS APPLICATION PROGRAMMING INTERFACE (“API”). IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS API LICENSE AGREEMENT (“AGREEMENT”), ZIPGRAPHS DOES NOT GRANT YOU A LICENSE TO USE THE API. IN EXCHANGE FOR USE OF AND ACCESS TO THE API AND ITS SPECIFICATIONS YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. THE APPLICATION
   1. Overview. The Zipgraphs API Package consists of a package or suite of different applications programmer’s interfaces (the “API”) that will allow websites to directly interface with Zipgraphs web services. Subject to the terms and restrictions set forth in this Agreement, Zipgraphs grants you a limited, non-exclusive, non-transferable and non-sublicensable license for the sole purpose of embedding the API and underlying content into your website so that your website can interface directly with Zipgraphs’ web services. In order to use and access the API, you must register for an API account (“API Account”) with Zipgraphs. After completing your registration, which includes the URL for the website where you intend to use the API, and agreeing to this Agreement, you will be issued an electronic key that is uniquely assigned to you and associated with the URL of your website. Your application must import the Zipgraphs API using an HTML “script” tag that contains this key and Zipgraphs shall block any requests with an invalid key or invalid URL.
   2. Updates and Modifications. Zipgraphs may, at its sole discretion, release subsequent versions of the Zipgraphs API and underlying data and require you to obtain and use the most current version. In addition, Zipgraphs may modify this Agreement at any time with or without notice. If a subsequent version is unacceptable to you, you may cancel the API at any time by simply deleting the Zipgraphs API from your website. If you continue to use the API on your website, you will be deemed to have accepted any modifications.
   3. Requirements for API Use. As a condition to using and embedding the API into your site, you must include a highly visible explanation through text and an authorized Zipgraphs logo that the application allowing communication between your website and the end-user’s Zipgraphs web service.
   4. Restrictions on Use.
      1. You have no rights with respect to the API or any portion thereof and shall not use the API or any portion thereof except as expressly set forth herein. Without limiting the generality of the foregoing, you agree not to: (i) modify or create derivative works of the API; (ii) sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the API, any portion thereof or any documentation to any third party; (iii) use the API on or in connection with any website other than the specific URL(s) provided to Zipgraphs at the time you registered for the API; or (iv) cause, assist or permit any third party (including an end-user) to do any of the foregoing.
      2. Specifically excluded from the license set forth in this Agreement are any uses or operation of the API in connection with (i) any Internet site other than the URL(s) provided in your registration; and (ii) any products, systems, applications or hardware other than devices manufactured by Zipgraphs or any of its subsidiaries.
      3. You agree to be fully responsible for your own conduct and content while using the API, and for any consequences thereof. You agree to use the API only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. By way of example, and not as a limitation, you agree that when using the API, You will not:
         • upload, post, email or transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights or have the permission of the owner to post such content;
         • use the API for any illegal or unauthorized purpose;
         • remove or alter any copyright, trademark or other proprietary rights notices contained in the API or any other Zipgraphs content; submit content that falsely expresses or implies that such content is sponsored or endorsed by Zipgraphs; or
         • transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

      In the event that you are located outside of the United States, or the website you are operating is running on a server located outside of the United States, you agree to comply with any laws, rules or regulations in your locale or in the location of your web server regarding online conduct and acceptable content, including laws regulating the export of data to the United States or your country of residence.

   5. Termination of Use. Zipgraphs hereby reserves all rights to discontinue your access to the API and the underlying content at any time, at Zipgraphs’ sole discretion, for any reason, with or without notice.
2. DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK
   1. YOUR USE OF THE API IS AT YOUR SOLE RISK. THE API IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZIPGRAPHS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
   2. ZIPGRAPHS MAKES NO WARRANTY THAT (i) THE API WILL MEET YOUR REQUIREMENTS, (ii) THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND/OR THAT (iii) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
   3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE API IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM/NETWORK OR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR THE USE OF THE API.
3. LIMITATION OF LIABILITY

   YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZIPGRAPHS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ZIPGRAPHS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE API; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iii) ANY OTHER MATTER RELATING TO THE API (this limitation may be limited in some jurisdictions).

4. INDEMNIFICATION AND RELEASE

   You agree to indemnify and hold harmless Zipgraphs, and its subsidiaries, affiliates, officers, members, managers, directors, agents, and employees, advertisers, licensors, subcontractors, successors and assigns, third party suppliers, and partners, from and against any liability, loss, claim and expense, including reasonable attorney's fees and any third party claims arising from or in any way related to your use of the API, violation of this Agreement or any other actions connected with use of any Zipgraphs applications, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. You expressly release us and any affiliated parties from any claims that you may have due to your use of the API, whether you are now aware of any such claims, or become aware of such claims in the future (this provision may be subject to possible limitation under state law).

5. INTELLECTUAL PROPERTY RIGHTS
   1. Intellectual Property Rights. “Intellectual Property Rights” shall mean any and all rights existing under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between you and Zipgraphs, you acknowledge that Zipgraphs owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the API, including but not limited to the Zipgraphs API, and that you shall not acquire any right, title, or interest in or to the API, except the limited license expressly set forth in this Agreement.
   2. Trademark License. For purposes of this Agreement, “Trademarks” shall be defined as the trademarks, trade names, logos, domain names, along with any other distinctive brand features of each party. Zipgraphs hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license during the terms of this agreement to display Zipgraphs’ Trademarks solely for the purpose of promoting or advertising that you use the API in accordance with this Agreement. You hereby grant to Zipgraphs a nontransferable, nonexclusive license during the term of this Agreement to use your Trademarks to advertise that you are using the API and to the extent as may be necessary for Zipgraphs to provide you with the API. You understand and agree that Zipgraphs has the sole discretion to determine whether your use of Zipgraphs’ Trademarks is in accordance with Zipgraphs’ standards for Trademark usage. Except as set forth herein, nothing in this Agreement shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party’s Trademarks.
   3. Attribution of Zipgraphs’ Third Party Data Providers. The API may contain the trade names, trademarks, logos, domain names, and other distinctive brand features of Zipgraphs and its third party data providers. You may not delete or in any manner alter these trade names, trademarks, logos, domain names, and other distinctive brand features.
6. TERM AND TERMINATION
   1. Term. The term of this Agreement shall commence on the date upon which you agree to this Agreement and/or begin use of the API and shall continue in force thereafter, unless terminated as provided herein.
   2. Termination. Zipgraphs may change, suspend or discontinue all or any aspect of the API, including its availability, at any time, and may suspend or terminate your use of the API at any time. In addition, either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if you engage in any action that reflects poorly on Zipgraphs or otherwise disparages or devalues Zipgraphs’ Trademarks or Zipgraphs reputation or goodwill. If you desire to terminate this Agreement, you must remove the API from Your website.
   3. Effect of Termination. Upon the termination of this Agreement for any reason (i) all license rights granted herein shall terminate; (ii) you shall immediately delete any and all Zipgraphs’ Trademarks; and (iii) you shall immediately cease all use of the API.
   4. Survival. In the event of any termination or expiration of this Agreement for any reason, Sections two through six (2-6) shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating this Agreement in accordance with its terms.
   5. Equitable Remedies. You acknowledge that your breach of API/license restrictions contained herein may cause irreparable harm to Zipgraphs. Accordingly, you agree that, in addition to any other remedies to which Zipgraphs may be legally entitled, Zipgraphs shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants or other agents.
7. MISCELLANEOUS TERMS
   1. Entire Agreement; Construction. This Agreement constitutes the entire agreement between you and Zipgraphs and governs your use of the API, superseding any prior agreements between you and Zipgraphs. This Agreement will be construed as to its fair meaning and not against the party who drafted the Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Zipgraphs products or applications, affiliate applications, third-party content or third-party software.
   2. Jurisdiction, Venue and Choice of Law. This Agreement and the relationship between you and Zipgraphs shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. You and Zipgraphs agree to submit to the personal and exclusive jurisdiction of the United States District Court for the District of Texas and the Texas state courts located in Travis County, Texas.
   3. Severability and Waiver. The failure of Zipgraphs to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
   4. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Zipgraphs API or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.