iPipeline API and Content License Agreement 

This API AND CONTENT LICENSE AGREEMENT (this “Agreement”), is entered into by and between iPipeline, Inc., a Delaware corporation (“iPipeline”), and any individual or entity accessing or using the API or Licensed Item(s) (“Customer” or “Licensee”). By accessing, registering for, subscribing to, or otherwise using the API or any Licensed Item (collectively, the “Licensed Materials”), Licensee agrees to be bound by the terms and conditions of this Agreement. iPipeline and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.” 

RECITALS 

WHEREAS, iPipeline and Licensee are parties to, or Licensee otherwise accesses iPipeline’s platform or services under one or more agreements (an “Underlying Agreement“), or Licensee desires to access iPipeline’s platform or services solely pursuant to this Agreement; and 

WHEREAS, Licensee desires to access certain of iPipeline’s application programming interfaces, software development kits, and related tools and documentation in connection with the services or products provided under the Underlying Agreement, if any, or as set forth herein; 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 

1. Definitions. As used in this Agreement: 

“Acceptable Use Policy” or “AUP” means iPipeline’s acceptable use policy (if any), as may be published on iPipeline’s website and amended by iPipeline from time to time. 

“Application” means Licensee’s application, service, or integration that connects to or interoperates with iPipeline’s platform or services using the Licensed Technology. 

“iPipeline Content” means iPipeline’s proprietary data, content, databases, and materials made accessible through the Licensed Technology, including any data feeds, reference data, and analytics provided by iPipeline. 

“Developer Documentation” means the technical documentation, usage guidelines, call volume limits (if any), rate limits, and other specifications maintained by iPipeline at its developer site or otherwise provided to Licensee. 

“Licensee Data” means data that Licensee (or its authorized users) inputs, uploads, or transmits to iPipeline’s platform through the Licensed Technology. 

“Licensed Technology” means iPipeline’s application programming interfaces (APIs), software development kits (SDKs), and their associated tools, specifications, and documentation that permit Licensee to access, exchange, or display iPipeline Content or other data from iPipeline’s platform or services. 

“Output Data” means data, reports, analytics, or results generated through Licensee’s authorized use of the Licensed Technology as applied to Licensee Data and/or Content, excluding the Content itself. 

“Underlying Agreement” has the meaning set forth in the Recitals. If no Underlying Agreement exists, any references to the Underlying Agreement in this Agreement shall be disregarded and have no force or effect. 

  1. 2. License Grant.  
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Subject to the terms and conditions of this Agreement, and solely for use to integrate with or to access Licensor’s platform or services as contemplated by the Underlying Agreement or as otherwise set forth herein, Licensor grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license to: (a) use the Licensed Technology to develop, test, and support the Application in connection with the purposes authorized under the Underlying Agreement or as otherwise set forth herein; (b) access and display the iPipeline Content received through the Licensed Technology within the Application, subject to the restrictions set forth herein and in the Underlying Agreement; and (c) distribute or allow access to Licensee’s integration of the Licensed Technology within the Application to end users of the Application who are authorized to use the Application under the Underlying Agreement. 

  1. 3. Developer Documentation, Usage Limits, and Monitoring. 
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  1. 3.1 Developer Documentation. Licensee’s use of the Licensed Technology and display of the iPipeline Content must comply with the Developer Documentation, as implemented, introduce, modified, or updated from time to time by Licensor. Licensor reserves the right to implement, modify, or introduce call volume limits, rate limits, and other usage restrictions at any time upon reasonable notice to Licensee. In the event of any conflict between the Developer Documentation and this Agreement, this Agreement shall control. Licensor reserves the right to modify, deprecate, suspend, or discontinue any Licensed Technology, API version, or feature at any time upon reasonable notice to Licensee, except where the Underlying Agreement expressly provides otherwise. 
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  1. 3.2 Monitoring. iPipeline reserves the right to monitor and audit Licensee’s use of the Licensed Technology, including API call volume, access patterns, and data retrieval activity, to verify compliance with this Agreement, the Developer Documentation, and the AUP. Licensee shall cooperate with any such audit and provide reasonable access to relevant records, systems, and personnel. Licensee shall promptly notify iPipeline upon becoming aware of any unauthorized access to or use of the Content or Licensed Technology, including any access by automated tools, browser extensions, or third-party applications operating within or through Licensee’s Application. 
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  1. 3.3 Restrictions. Except as expressly and unambiguously authorized under this Agreement, the Underlying Agreement, or by iPipeline in writing, Licensee shall not: 
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  1. (a) provide access or otherwise disclose the iPipeline Content or Licensed Technology to any person or entity unless (i) such persons or entities have entered into agreements with Licensee that are at least as protective of iPipeline’s rights as this Agreement, (ii) Licensee remains responsible for, and liable to iPipeline for, any breach of such obligations by the persons  or entities to whom iPipeline provided access, and (iii) where required by iPipeline, such persons or entities have executed a Third-Party Access Agreement in a form acceptable to iPipeline; 
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  1. (b) remove any copyright, trademark, or other proprietary rights notices contained in or on materials received or accessed pursuant to this Agreement; 
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  1. (c) unless otherwise expressly permitted under the Underlying Agreement, charge, directly or indirectly,  for access to the iPipeline Content or Licensee’s integration of the Licensed Technology in the Application; 
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  1. (d) sell, lease, share, transfer, sublicense, make available, or fail to protect the confidentiality of any iPipeline Content or the Licensed Technology to any third party except as permitted under Section 4(a); 
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  1. (e) use the Licensed Technology in a manner that, as determined by iPipeline in its reasonable discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with the Developer Documentation; 
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  1. (f) use the Licensed Technology in an Application that competes with products or services offered by iPipeline or its affiliates or advertise the products or services of iPipeline’s or iPipeline’s affiliates’ competitors within the Application; 
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  1. (g) access or attempt to access the Licensed Technology, iPipeline Content, or iPipeline’s platform through automated means, including without limitation bots, scrapers, browser extensions, browser automation tools, robotic process automation, or AI agents, or combine iPipeline Content obtained through the Licensed Technology with content obtained through scraping, crawling, or any other unauthorized means of access, except as expressly authorized in writing by iPipeline; 
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  3. (h) circumvent or attempt to circumvent any security or access control measures, interfere with or disrupt iPipeline’s services, servers, or networks, or disobey any requirements, procedures, policies, or regulations of networks connected to iPipeline’s services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through use of the Licensed Technology; 
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  1. (i) copy, adapt, reformat, reverse-engineer, disassemble, decompile, translate, or otherwise modify the Licensed Technology, iPipeline Content, iPipeline’s platform, or any of iPipeline’s other services or content, through automated or other means, including using AI or other technologies to observe or analyze iPipeline’s platform or services for the purpose of extracting, mirroring, or reconstructing the functionality, algorithms, data models, schemas, or business logic thereof; 
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  3. (j) use the Licensed Technology, iPipeline Content, Output Data, or any data or metadata obtained through or derived from the Licensed Technology to (A) train, fine-tune, validate, benchmark, or otherwise develop or improve any machine learning model, artificial intelligence system, large language model, or automated decision-making tool, whether for Licensee’s own use or for the benefit of any third party, or (B) develop, create, or enhance any product, service, database, or model that is functionally equivalent to, or a substitute for, any product or service offered by iPipeline or its affiliates; 
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  1. (k) use the Licensed Technology, iPipeline Content, or Application in any manner that violates the AUP, or sharing or otherwise making available to any unauthorized person any credentials, API keys, access tokens, or other authentication materials issued by iPipeline; or 

 

  1. (l) create or use any false, misleading, or pretext identity, account, or entity to access or use the Licensed Technology or Content, or use credentials or accounts issued to another person or entity. 

 

  1. 4. Proprietary Rights.
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  1. 4.1 IP Ownership. As between the Parties, iPipeline owns all rights, title, and interest in and to the Licensed Technology (and any improvements, derivatives, or modifications thereto), the iPipeline Content, and iPipeline’s platform and services. As between the Parties, Licensee retains all rights, title, and interest in and to Licensee Data.
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  3. 4.2 Output Data. Licensee may use Output Data solely in connection with the purposes authorized under this Agreement or the Underlying Agreement. For the avoidance of doubt, any iPipeline Content incorporated in or underlying Output Data remains the property of iPipeline. 
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  1. 5. Reservation of Rights; Application. 
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  3. Except to the limited extent expressly provided in this Agreement, neither Party grants nor acquires any right, title, or interest (including any implied license) in or to any property of the other Party. All rights not expressly granted herein are reserved. Subject to iPipeline’s ownership rights set forth in Section 4, Licensee owns all rights, title, and interest in and to the Application, excluding any Licensed Technology or iPipeline Content incorporated therein.
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6. Downstream Obligations.  

If Licensee permits any third party to access or use the iPipeline Content or the Application’s integration with the Licensed Technology, Licensee shall ensure that such access is governed by written agreements that contain restrictions on the use of the iPipeline Content and Licensed Technology that are at least as protective as those set forth in this Agreement. Licensee shall be responsible for any breach of such obligations by any such third party. 

7. Confidentiality.  

7.1 The Licensed Technology (including all improvements, derivatives, and modifications), the iPipeline Content, and any non-public information disclosed by iPipeline in connection with this Agreement constitute iPipeline’s confidential information (“Confidential Information“). Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to Licensee prior to disclosure by iPipeline without obligation of confidentiality; (iii) is received by Licensee from a third party without obligation of confidentiality; or (iv) is independently developed by Licensee without use of or reference to the Confidential Information. Licensee may disclose Confidential Information to the extent required by law or legal process, provided that Licensee gives iPipeline prompt written notice (to the extent legally permitted) and reasonable opportunity to seek protective relief. Licensee agrees (a) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, at a minimum, all precautions Licensee employs with respect to its own confidential materials), (b) not to divulge any Confidential Information to any third party except: (i) to Licensee’s employees and authorized contractors in accordance with Section 3(a); or  (ii) by displaying such iPipeline Content within the Application to end users who are authorized to access such iPipeline Content under a separate agreement with iPipeline, the Underlying Agreement, or this Agreement; (c) not to use any Confidential Information except for the purposes set forth in this Agreement, and (d) not to copy or reverse-engineer any Confidential Information, except as reasonably necessary to exercise the rights granted under Section 2. Licensee acknowledges that iPipeline may suffer irreparable injury in the event of any breach of this Section 7, and that iPipeline shall be entitled to seek equitable relief in addition to any other remedies available at law. 

7.2 Licensee shall maintain reasonable administrative, technical, and physical security measures to protect the Confidential Information and Licensed Technology against unauthorized access, use, or disclosure. In the event Licensee becomes aware of any actual or reasonably suspected unauthorized access to, or acquisition, use, or disclosure of, Confidential Information or Licensed Technology (a “Security Incident”), Licensee shall (a) notify iPipeline in writing within seventy-two (72) hours of becoming aware of the Security Incident, (b) promptly investigate and take all reasonable steps to mitigate the effects of the Security Incident, and (c) cooperate with iPipeline’s reasonable requests regarding the investigation and remediation of the Security Incident. 

8. Indemnification/ Limitation of Liability 

Notwithstanding anything to the contrary in the Underlying Agreement, Licensee shall indemnify and hold harmless iPipeline and its affiliates from any and all third-party claims, damages, liabilities, costs, and fees (including reasonable attorneys’ fees) arising from Licensee’s (i) breach of this Agreement, (ii) unauthorized use of the Licensed Technology or iPipeline Content, (iii) violation of applicable law, (iv) Licensee Data, or (v) the Application. iPipeline shall provide Licensee with prompt notice of any claim for which indemnification is sought and reasonable cooperation in the defense thereof, at Licensee’s expense. 

8.1 Warranty Disclaimer. THE LICENSED TECHNOLOGY, IPIPELINE CONTENT, AND ANY SERVICES ARE PROVIDED “AS IS.” IPIPELINE AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE LICENSED TECHNOLOGY OR USE THEREOF, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NOTHING IN THIS SECTION 8 SHALL LIMIT, MODIFY, OR SUPERSEDE ANY EXPRESS WARRANTIES SET FORTH IN THE UNDERLYING AGREEMENT. 

8.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE UNDERLYING AGREEMENT, IPIPELINE WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) FOR ANY AMOUNT IN THE AGGREGATE EXCEEDING THE AMOUNT PAID OR PAYABLE BY LICENSEE UNDER THE UNDERLYING AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP SHALL BE FIVE HUNDRED DOLLARS (US $500.00)). IPIPELINE AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL 

9. Termination. 

9.1 Term. This Agreement shall continue for the term set forth in the Underlying Agreement, or, if no term is specified, until terminated in accordance with this Section 9. 

9.2 Termination for Cause. iPipeline may terminate this Agreement immediately if Licensee: (i) materially breaches this Agreement; (ii) breaches Sections 3, 4, or 7 of this Agreement; (iii) becomes the subject of any insolvency or bankruptcy proceeding; (iv) becomes a competitor of iPipeline, as determined by iPipeline in good faith; or (v) Licensee undergoes a Change of Control, upon written notice to Licensee. For purposes of this Agreement, “Change of Control” means any transaction or series of related transactions resulting in (A) the acquisition by any person or group of more than fifty percent (50%) of the voting securities of Licensee, (B) a merger, consolidation, or similar transaction involving Licensee in which Licensee is not the surviving entity or in which the holders of Licensee’s voting securities immediately prior to such transaction hold less than fifty percent (50%) of the voting securities of the surviving entity, or (C) a sale or transfer of all or substantially all of Licensee’s assets. 

9.3 iPipeline may terminate this Agreement for convenience upon sixty (60) days prior written notice to Customer.

9.4 Automatic Termination. If an Underlying Agreement exists, this Agreement shall automatically terminate upon its termination or expiration. 

9.5 Effect of Termination. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of iPipeline’s Confidential Information, iPipeline Content, and Licensed Technology, and shall certify to iPipeline that such actions have occurred. Notwithstanding the foregoing, Licensee may retain copies of Confidential Information solely to the extent required by applicable law, regulation, or bona fide document retention policy, or stored in automated backup or archival systems, provided that such retained copies remain subject to the confidentiality obligations of Section 7 and are not accessed or used for any purpose following termination. Sections 1, 3, 4, 5, 7, 8, and 10 shall survive termination of this Agreement. 

10. General Provisions.  

10.1 Venue/Choice Of Law. This Agreement shall be governed by and construed under the laws of Delaware without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction and venue of the state and federal courts located in Delaware. 

10.2 Costs/Attorney’s Fees. The prevailing Party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. 

10.3 No Waiver/Severance. No waiver of rights under this Agreement shall constitute a subsequent waiver of any right under this Agreement, and all waivers must be in writing. If any term of this Agreement is held to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. 

10.4 Assignment/Beneficiaries. Licensee may not assign or transfer this Agreement without the prior written consent of iPipeline. iPipeline may freely assign or transfer this Agreement. This Agreement, together with the Underlying Agreement and the Developer Documentation, constitutes the complete agreement between the Parties concerning the subject matter hereof. Each of iPipeline and Licensee shall be an independent contractor in the performance of their respective obligations hereunder. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. This Agreement may only be modified by a written document executed by the Parties. 

10.5 Conflicts.  In the event of a conflict between this Agreement and the Underlying Agreement, the Underlying Agreement shall control except with respect to the subject matter of Sections 3(d), 3(g), 3(h), 3(j), 3(k), 3(l), and 7, which shall control unless the Underlying Agreement expressly and specifically provides otherwise with respect to the applicable subject matter. 

10.6 Notices. All notices and other communications under this Agreement will be in writing and will be deemed to have been duly given (a) when personally delivered, (b) when delivered by e-mail with receipt confirmed (provided such delivery is followed by delivery via another method provided for in this Section 10.6, or (c) upon delivery by overnight courier service, in each case to the addresses on file or below (or such other address as a Party may designate in writing): 

iPipeline, Inc. 

Attention: General Counsel 

Email: legal@ipipeline.com 

10.7 This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Signatures by way of facsimile or electronic signature shall be treated as originals.