This is a legally binding agreement between users of our Developer Console, API and/or MarketPlace (you,your) and Legal Software Developments Pty Ltd ACN 054 288 612 and its associated entities of Level 8, 207 Kent Street, Sydney, 2000 New South Wales, Australia (we,us,our,LEAP) setting out the terms and conditions upon which we grant you access to our Developer Console, API and MarketPlace (terms and conditions).
1. Formation and term
1.1 You must register for a Company Account and provide any necessary information requested by us for such registration.
1.2 We will verify registrations and reserve the right to deny your registration of a Company Account.
1.3 When you register a Company Account and click on ‘accept’ (or a similar box or button) an agreement is formed between you and us that consists of these terms and conditions (agreement).
1.4 The agreement will be ongoing until or unless terminated in accordance with these terms and conditions (Term).
1.5 We may, on notice to you, vary these terms and conditions. Your continued use of the Developer Console, API, and/or MarketPlace following any changes indicates your acceptance of the changes.
2. Other terms and conditions
PART A: APPROVAL
3.1 Subject to clause 3.7, before commencing formal development of your API Application, you must follow our approval process set out below.
3.2 You must:
(a) submit a completed Plan (that meets the minimum requirements set out at Schedule 2) to us for our review and approval or rejection;
(b) promptly respond to any request from us with regards to your Plan (including additional information, changes to your API Application or Plan and adherence with any development conventions set by us); and
(c) where applicable, resubmit your Plan taking account any such requests by us.
3.3 If you make any material changes to your Plan, you must resubmit an amended version of your Plan to us for re-approval in accordance with clause 3.2, prior to completing the development of your API Application and submitting it for our approval in accordance with clause 3.4.
3.4 Once development of your API Application is complete, you must:
(a) submit your completed API Application to us for our review and approval or rejection;
(b) promptly respond to any request from us with regards to your API Application (including additional information, changes to the API Application and adherence with any development conventions set by us); and
(c) where applicable, resubmit your API Application taking into account any such requests by us
3.5 You must follow any other necessary steps or instructions required by us for the approval of your Plan and/or API Application and promptly provide us with relevant, accurate, complete, and current information.
3.6 If we approve your:
(a) Plan, you may commence formal development of your API Application; and
(b) API Application, your API Application will be migrated to the live environment for distribution,
in accordance with these terms and conditions.
3.7 We reserve the right to approve or reject your Plan and/or API Application for any reason in our sole and absolute discretion.
3.8 If we reject your Plan and/or API Application, you may resubmit your Plan and/or API Application (as applicable) by following the process set out above, however, we are not obliged to approve any such re-submission.
PART B: DEVELOPMENT
4. Your use rights and restrictions
4.1 Subject to these terms and conditions, we grant you a licence to access and use the Developer Console and the API for the sole purpose of developing and creating your API Application.
4.2 You are only permitted to allow Authorised Users with Authorised User Accounts to access and use the Developer Console and the API in accordance with clause 9.
4.3 You must comply with, and ensure all Authorised Users comply with, all Relevant Laws, these terms and conditions, and our reasonable directions.
4.4 You must:
(a) access and use the Developer Console and the API; and
(b) develop your API Application
in accordance with clause 8,
(c) only formally develop the API Application submitted in your approved Plan (and/or any resubmitted and approved Plan in accordance with clause 3.3); and
(d) not use the Developer Console and the API to develop any app, software, program, and/or other product for the purposes of data conversions and/or migrations of our LEAP customer data and records.
4.5 You acknowledge and agree that:
(a) we may suffer financial and other loss and damage if you breach clause 4.4(d) and/or 12.4(g) and that monetary damages alone may be an insufficient remedy of such breach; and
(b) in addition to any other remedy which may be available in law or equity, we are entitled to seek injunctive relief to prevent a breach of clause 4.4(d) and/or clause 12.4(g) and to compel specific performance of this agreement.
4.6 You warrant that you have the rights to develop and create the API Application and you take full responsibility for your API Application. In addition to any other indemnity set out in these terms and conditions, you indemnify us against any claims relating to a breach of any third-party rights and/or a breach of any law or regulation in connection with your API Application.
PART C: DISTRIBUTION
5. Your obligations
5.1 Sale and distribution of your API Application will be exclusively via the MarketPlace unless otherwise agreed by us in writing. You are not permitted to distribute, sell and/or otherwise make available your API Application to users via any other third party platform.
5.2 In accordance with clause 14.2, you authorize us to market and distribute your API Application (including via the MarketPlace).
5.3 Any marketing performed by you that refers to LEAP, our products and services, and/or uses our logos or brand names must comply with our LEAP brand guidelines available athttps://www.dropbox.com/s/po2tdqvuqji945e/LEAP-Brand-Guidelines.pdf?dl=0including as updated from time to time.
5.4 You warrant that your API Application has been tested to ensure that it:
(a) performs the functions and facilities as described in writing by you including in any associated documentation prepared by you (including your Plan). If requested by us, you will provide to us copies of such test results, written descriptions, and associated documentation; and
(b) will not adversely affect the functions and facilities of our products and services (including any other software owned by us or our affiliates) with which your API Application is intended to interact or with which it may be used.
5.5 You must access the MarketPlace in accordance with clause 8.
5.6 You must hold all necessary authorizations, licenses, rights, and/or other necessary qualifications necessary (including as stipulated in any Relevant Laws) to enable the sale and distribution of the API Application.
5.7 It must be made clear to every licensee or third party user of your API Application that your API Application belongs to you and that you are not our agent, partner or authorized representative and that no legal relationship, whether contractual or otherwise, exists between that licensee and us and that we are not responsible for your API Application or other documentation licensed, made available or otherwise distributed by you.
5.8 You are solely responsible for providing any and all updates, maintenance, and support of your API Application to your licensees and third party users.
5.10 You will only collect data and information for which you have consent to collect and you will collect, store, transfer, and use any such data and information in accordance with all Relevant Laws and/or Privacy Laws.
PART D: GENERAL
6. Fees and revenue
6.1 We reserve the right to charge you the Fees set out in the Fee Schedule given at Schedule 1. You will pay us the applicable Fees in accordance with payment terms notified by us to you from time to time.
6.2 We reserve the right to update (including increase) the Fees and the Fee Schedule from time to time on notice to you.
6.3 You are solely responsible for the collection of any and all revenue (Gross Revenue) derived from the sale and distribution of your API Application (including via the MarketPlace).
6.4 Each month, you will render to us a statement of accounts setting out the Gross Revenue collected in that month. To the extent that your Fees include a MarketPlace Revenue Share Fee (as set out in Schedule 1), you will remit to us the applicable MarketPlace Revenue Share Fee on a monthly basis in arrears, and/or in accordance with such other payment terms notified by us to you from time to time.
7. Right to audit
7.1 We may (either by ourselves or through an authorised representative appointed by us) periodically conduct an audit to assess whether or not you (and/or your Authorised Users) are complying with all or any part of the agreement.
7.2 You must (and must ensure that any Authorised Users) participate in and co-operate with any audit carried out under clause 7.1 in good faith, including by providing us with such access to your (and/or your Authorised Users’) systems, facilities, premises, records and books as is required for the purposes of the audit.
7.3 We and our authorised representatives may take copies of your (and/or your Authorised Users’) records and books as are reasonably required for the purposes of carrying out the audit. Those copies will be your Confidential Information.
7.4 If an audit reveals:
(a) an underpayment by you to us, you will immediately pay to us the amount of such underpayment, together with interest at the rate of 10% per annum (or the highest amount permitted by law, if less); and/or
(b) any other failure of you to comply with this agreement, you will immediately rectify such failure (including at the reasonable direction of us and/or our authorised representative),
and in each instance, you will also be liable to pay, or reimburse us for, all costs and expenses relating to that audit (including accountancy or legal fees).
7.5 Subject to clause 7.4, we will bear our own costs and expenses in carrying out the audit.
8. General use and restrictions
8.1 You must not:
(a) use the Developer Console, the API, and/or the MarketPlace to develop and/or distribute any application or product other than the API Application submitted to, and approved by, us in your Plan;
(b) use, modify or adapt the Developer Console, the API, and/or the MarketPlace in any way that is contrary to this agreement or against any law (including any Relevant Laws and/or for the purposes of infringing upon any third party Intellectual Property Rights);
(c) transfer, sublicense, distribute or on-sell any copy of the Developer Console, the API, and/or the MarketPlace (or any derivative of them) to any third party (including granting access to any third party that is not an Authorised User);
(d) submit to the Developer Console, the API, and/or the MarketPlace any viruses, worms, defects, Trojan horses, malware, corrupt files, or any other similar software or programs that are destructive in nature and/or may damage the operation of any computer hardware or software, including the Developer Console and/or the API;
(e) copy, cache, reproduce, reformat, reverse engineer, or otherwise modify the Developer Console, the API, and/or the MarketPlace in whole or in part;
(f) do anything that would prejudice the existing right, title or interest in the Developer Console, the API, and/or the MarketPlace;
(g) engage in any other conduct that inhibits any other person from using or enjoying the Developer Console, the API, and/or the MarketPlace;
(h) create any product or make any statement that contains false or deceptive language, unsubstantiated or comparative claims regarding our, your or third party products, advertising, commercial referrals, spam, chain letters, or any other solicitation; and/or
(i) provide any non-public information about us or any other third party without authorisation.
8.2 Your API Application must not be developed and/or distributed if:
(a) you do not have permission, authorisations, right or license(s) to use, upload, and permit use of your API Application as contemplated by this agreement and/or any Relevant Laws;
(b) it is objectionable, offensive, unlawful, defamatory, deceptive or harmful; and/or
(c) it is illegal, fraudulent, or manipulative.
9. Authorised Users
9.1 Using your Company Account, you must set up the Authorised User Accounts to grant your Authorised Users access to the Developer Console and the API.
9.2 You are solely responsible for:
(a) all activity on the Company Account and/or Authorised User Accounts by you or any of your Authorised Users including any third parties;
(b) maintaining the confidentiality and security of the Company Account and the Authorised User Accounts; and
(c) taking appropriate measures to protect the Company Account and Authorised User Accounts, as well as any materials or content in the Account, from accidental, unlawful or unauthorised access, use or disclosure;
(d) ensuring that:
(i) your Authorised Users are at all times up to date and accurate;
(ii) you, in a timely manner, shut down and remove Authorised User Accounts of ex- Authorised Users;
(iii) each Authorised User Account is used only by the corresponding Authorised User;
(iv) your Authorised Users comply with these terms and conditions; and/or
(v) your Authorised Users do not share, publish or otherwise make available to any third party any Authorised User Account login or other access details;
(e) notifying us immediately of any unauthorised use; and
(f) backing-up of your API Application.
9.3 We reserve the right to:
(a) deactivate a Company Account and/or Authorised User Account;
(b) request information about your Authorised Users and/or an updated list of your Authorised Users and you will provide such information as soon as possible after such request; and
(c) monitor your:
(i) Company Account;
(ii) Authorised User Accounts; and/or
(iii) use (including your Authorised Users’ use) of the Developer Console, the API, and/or the MarketPlace.
You will effect and maintain an appropriate level of insurance sufficient to cover your potential liability under this agreement (including professional liability and cyber liability insurance) for the Term. You will provide us with a certificate of currency on our request.
11. Support and modification
11.1 We may provide you with support or modifications for the Developer Console, the API, and/or the MarketPlace, however, we are not obliged to do so. We do not have any obligation to respond to or fix errors you may encounter.
11.2 In our sole discretion and without liability to you, we may:
(a) add, remove or modify any features of the Developer Console, the API, and/or the MarketPlace;
(b) impose additional eligibility requirements or restrictions for access to the Developer Console, the API, and/or the MarketPlace; and/or
(c) discontinue the Developer Console, the API, and/or the MarketPlace.
11.3 If we modify the Developer Console, the API, and/or the MarketPlace, we may require you to use the modified version, which may not be compatible with your API Application developed using previous versions and we may not be able to provide you with individual notice of such changes.
12. Termination and suspension
12.1 This agreement remains in effect until terminated.
12.2 You may terminate this agreement at any time by notifying us.
12.3 We reserve the right to, in our sole discretion and without liability to you,
(a) terminate this agreement on 7 days’ notice to you; and/or
(b) immediately suspend your access to the Developer Console, the API, and/or the MarketPlace.
12.4 Upon termination (as applicable):
(a) all rights and licenses granted to you will terminate immediately and you must stop using all of the LEAP Materials;
(b) we will deactivate your Company Account and your Authorised User Accounts;
(c) your access to the Developer Console and/or the API will cease immediately;
(d) your API Application will be removed from the MarketPlace (we will make commercially reasonable efforts, as determined in our sole discretion, to remove all references and links to your API Application from the MarketPlace, however, we have no other obligation to delete copies of, references to, or links to your API Application);
(e) neither party is liable to the other party due to termination of this agreement;
(f) each party must delete or destroy the other party’s Confidential Information, at the other party’s request; and
(g) (subject to clause 4.5) you must not use any Confidential Information, data, information and/or other knowledge, content or materials (including in relation to our products and services and/or our customers) obtained by you as a result of your use of the Developer Console, the API and/or otherwise under this agreement for the purposes of developing any app, software, program and/or other product for the purposes of data conversions and/or migrations of our LEAP customer data and records.
13. Our intellectual property
13.1 We own all rights, title and interest (including Intellectual Property Rights) in and to the Developer Console, the API, and the MarketPlace, our products and services, logos, brand names, other products and services, and all related technology, website, content, and materials (and any modifications or derivative works thereof) (LEAP Materials).
13.2 Except for the rights expressly granted to you in this agreement, we do not grant you any rights, title and interest (including Intellectual Property Rights) in and/or to any LEAP Materials.
13.3 You are not obliged to provide us with any Feedback, however if you do provide us with Feedback, we will be the sole and exclusive owner of the Feedback and you agree to assign to us any and all rights, title, and interest (including Intellectual Property Rights) that you may have or acquire in and to any Feedback.
14. Your intellectual property
14.1 You own all rights, title and interest (including Intellectual Property Rights) in and to your API Application, subject to our rights in any underlying LEAP Materials.
14.2 You grant to us a royalty-free, non-exclusive, worldwide, irrevocable, right and license to distribute, perform, display, communicate and otherwise use your API Application and its content, including for the purposes of:
(a) internal testing (including security testing);
(b) demonstrating your API Application;
(c) marketing and distributing your API Application (including via the MarketPlace) (where your API Application has been approved);
(d) linking and directing users to your API Application; and/or
(e) any other purpose reasonably necessary, including to fulfil our obligations under this agreement.
15. Independent development
15.1 You understand and acknowledge that we may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive with your API Application, and nothing in this agreement will be construed as restricting or preventing us from doing so.
15.2 You agree not to assert (or assist or encourage anyone in asserting) any patent claims against us (or our users, customers partners or developers, or our or their respective successors or assigns) where such patent claim relates to the integration, combination or interface of any applications, products (including your API Application) or services with our products and services.
16. Warranties and indemnity
16.1 You are solely responsible for your use of the Developer Console, the API, the MarketPlace and for your API Application.
16.2 In addition to any other warranties made by you throughout these terms and conditions, you warrant and represent that:
(a) your development, creation, and use of the Developer Console, the API, the MarketPlace and your API Application, will not breach:
(a) any third party rights (including Intellectual Property Rights and privacy rights); and/or
(b) any Relevant Laws, rules, regulations or orders, including those relating to data privacy, data transfer, and the export of technical or personal data;
(b) you have the corporate power to enter into and perform your obligations under this agreement;
(c) there are no pre-existing rights or obligations which would prevent you from complying with your obligations under this agreement;
(d) you have all necessary rights, authorisations, and licences to develop and distribute your API Application;
(e) all information you provide to us is and will be true, accurate, and complete; and
(f) you will not interfere with our business practices, the way in which we offer our services or the Developer Console, the API and/or the MarketPlace or any third party products or networks used with the Developer Console, the API and/or the MarketPlace.
16.3 You indemnify us and our affiliates, and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any Loss based on or arising from:
(a) your use of the Developer Console, the API, and/or the MarketPlace;
(b) your API Application;
(c) the use of your API Application by any third party;
(d) any claim for breach or alleged breach of any third party rights (including Intellectual Property Rights and privacy rights);
(e) your relationships or interactions with any users of your API Application;
(f) your breach or alleged breach of these terms and conditions; and/or
(g) any act or omission of you, and/or your Authorised Users, representatives, agents employees and/or contractors, end users, and licensees.
17. Disclaimer of warranties and limitation of liability
17.1 You are solely responsible for determining whether the Developer Console, the API and/or the MarketPlace are suitable for your needs.
17.2 Subject to any express warranties in this agreement but otherwise to the fullest extent permitted by law, we exclude all warranties, conditions and representations in whatever form, relating to the Developer Console, the API, and/or the MarketPlace, including any warranties or representations relating to quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use or security and operation.
17.3 If any supply by LEAP pursuant to this agreement comprises a supply to a ‘consumer’ as defined in the ACL, then:
(a) nothing contained in this agreement restricts or modifies guarantee, right or remedy which pursuant to the ACL applies to this agreement or is conferred on you, provided that to the extent that the ACL permits the us to limit our liability for breach of guarantee imposed by the ACL, then to the extent permitted by the ACL, our liability for such breach is limited to:
(i) in the case of goods, any one or more of the following acts as determined by LEAP:
(A) the replacement of the goods or the supply of equivalent goods; or
(B) the repair of the goods; or
(C) payment of the cost of replacing the goods or acquiring equivalent goods; or
(D) the payment of reasonable costs of having the goods repaired; or
(ii) in the case of services any cost of the following as determined by LEAP:
(A) the supplying of the services again; or
(B) the payment of the cost of having the services supplied again.
17.4 Notwithstanding any other provision of this agreement and to the fullest extent permitted by law, in no case will we, our directors, officers, employees, affiliates, agents, contractors, principals, or licensors be liable, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise, for any direct Loss, Consequential Loss, and/or indirect, incidental, punitive or special Losses of any kind (including loss of profit, loss of revenue, business interruption or a security breach) arising out of or in connection with your use of the Developer Console, the API and/or the MarketPlace.
18. Third party products
We may use third party products and services in supplying you with access to the Developer Console, the API and/or the MarketPlace (including incorporating such products and services into the Developer Console, the API and/or the MarketPlace) (Third Party Product). You acknowledge that:
(a) your use of, and access to, the Third Party Products may be subject to additional fees and separate terms issued by the Third Party Supplier, which will form a separate agreement between you and the relevant Third Party Supplier;
(b) we make no representations or warranties in relation to, and do not accept liability for, any Third Party Products; and
(c) we may suspend your use of, or access to, the Third Party Products at any time, including on request from the Third Party Supplier of such Third Party Products.
19. Confidentiality and privacy
19.1 Each party must comply with all applicable Privacy Laws in connection with the collection, use, handling, disclosure, quality, security of and access to personal information that the party holds.
19.2 Both parties must keep all Confidential Information confidential and use such information for the sole purpose of performing the obligations under this agreement.
19.3 Neither party may use or disclose the Confidential Information except:
(a) for the reasonable purposes of fulfilling the party’s obligations under this agreement or as otherwise permitted by this agreement;
(b) to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this agreement;
(c) as required by law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or
(d) with the other party’s prior written consent.
20.1 We do not represent or warrant that the Developer Console, the API and/or the MarketPlace are entirely secure, uninterrupted or error-free.
20.2 You acknowledge that the public internet is an inherently insecure environment and that we have no control over the privacy of any communications or the security of any data outside of our internal systems
21. Force majeure
If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.
22.1 A notice or other communication under this agreement is only effective if it is in writing and it is received in full and legible form at the addressee’s email address.
22.2 You must send any notices or other communication to us under this agreement email@example.com.
22.3 A notice will be deemed to be received on the earlier of when the sender receives an automated message confirming delivery or within 24 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered.
23.1 Nothing in this agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in this agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.
23.2 We may sub-contract the performance of any part of our obligations and/or services to any third party.
23.3 This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.
23.4 The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.
23.5 If any term or provision of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.
23.6 You may not assign, transfer or otherwise deal with this agreement or any right under this agreement without the prior written consent of us, which may be withheld.
23.7 Any warranty, indemnity, or obligation of confidentiality in this agreement will survive termination. Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.
23.8 This agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
24. Definitions and Interpretation
24.1 In this agreement, unless the context otherwise requires:
API means our application programming interface and related code.
API Application means the application you will develop using the API, for use in the legal industry, that connects with our own applications, products, and services (our products and services).
Australian Consumer Law or ACL means the provisions of Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied under Part XI or under a law of a State or Territory.
Authorised User(s) means your authorised employees, agents and independent contractors you have set up with an Authorised User Account.
Authorised User Accounts means the accounts you set up for your Users for access to and use of the Developer Console and/or the MarketPlace (as applicable).
Company Account means the account created by you on registration through which you set up your User Accounts to grant your Users access to and use of Developer Console, the API and/or the MarketPlace as applicable.
Confidential Information of a party means the confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) of that party (disclosing party) which his disclosed to, or learnt by or accessed by the other party (receiving party), including information which:
(a) is identified by the disclosing party as confidential or the receiving party ought to have been known to be confidential; and
(b) relates to the business affairs, products and practices, including financial information, business opportunities, business plans, business processes and methodologies, business systems and technology products including applications, software code, databases and data of the disclosing party,
but does not include information:
(c) which is in, or comes into, the public domain other than by the receiving party’s breach of this agreement;
(d) which is independently known to, or developed by, the receiving party as evidenced by the receiving party’s written records; or
(e) is or was made available to the receiving party by a person (other than the disclosing party) who is not, or was not, under an obligation of confidence to the disclosing party.
Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.
Developer Console means the LEAP developer console through which we grant you access to the API.
Fee Schedule means the schedule of Fees set out as Schedule 1 to these terms and conditions.
Fees means the fees set out in the Fee Schedule.
Feedback means any input, feedback, suggestions for improvements with regards to the Developer Console, the APIs, the MarketPlace and/or our products and services.
Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation, dispositions or orders of governmental authority and in our case, includes any security event (including an attack on our servers) in regards to our Developer Console, the API and/or the MarketPlace and/or any of our other websites and platforms, which:
(a) directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and
(b) is beyond the reasonable control of that party.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, technology designs including computer programs, applications, databases and software code, patents, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
LEAP Materials means has the meaning given to that term in clause 13.1.
Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.
MarketPlace means our marketplace for the sale and distribution of mobile applications.
Plan means the plan submitted by you to us for our consideration to approve the formal development of your API application using the Developer Console. Your Plan must include, at a minimum, those items set out in the Plan Requirements.
Plan Requirementsmeans the minimum requirements for your Plan, set out at Schedule 2.
Privacy Laws means the Privacy Act 1998 (Cth) and/or any applicable privacy laws, codes, and/or regulations in the territory in which you operate and/or release the API Application.
Relevant Laws means any and all applicable laws, codes and/or regulations applicable to your API, including in Australia and/or the territory in which you operate, develop, release and/or distribute your API Application.
Term means has the meaning given to that term in clause 1.4.
Third Party Product has the meaning given to that term in clause 18.
Third Party Supplier means a supplier who supplies Third Party Products (other than us).
24.2 In this agreement unless the context otherwise requires:
(a) clause and subclause headings are for reference purposes only;
(b) the singular includes the plural and vice versa;
(c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(d) references to statutes include all statutes amending, consolidating or replacing such statutes;
(e) $ means the lawful currency of Australia;
(f) any reference to a party to this document includes its successors and permitted assigns;
(g) the use of the word "includes" or "including" is not to be taken as limiting the meaning of the words preceding it; and
(h) a reference to a clause or schedule is a reference to a clause of, or a schedule of this agreement.
Schedule 1: Fee Schedule
In accordance with clause 6, we reserve the right, in our sole and absolute discretion, to charge you the following fees:
1.1 Developer Console and API Access Fee: $0.00
1.2 MarketPlace Access Fee: $0.00
1.3 MarketPlace Revenue Share Fee: 30% of Gross Revenue
Schedule 2: Plan Requirements
The Plan must include, at a minimum:
1.1 an overview API Application to be developed including:
(a) a description of the customer problem that the API Application seeks to solve;
(b) a description of functionality, including what the API Application will do and the key features;
(c) how the API Application is expected to interact with our LEAP products and services (and whether this will be via the LEAP App or service level integration)
(d) the customer interface (including wireframes if available);
(e) technical design and/or workflow of the API Application integration (where available);
(f) confirmation that the proposed API Application does not compete with any of the existing LEAP products or services, or create a conflict of interest between you and Legal Software Developments Pty Ltd (to the best of your knowledge);
(g) a list of competitors to the API Application (if known);
(h) any other necessary information that we reasonably request from you.
1.2 Outline of the following information in respect of data flows:
(a) the expected workflow(s) between the API and the API Application, including the trigger/frequency for calls and data synchronisation design; and
(b) security controls in place over your data storage of LEAP data.