SNOOTH API LICENSE AGREEMENT

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IMPORTANT - READ CAREFULLY THE FOLLOWING API LICENSE AGREEMENT ("AGREEMENT") BEFORE USING THE SNOOTH API (AS DEFINED BELOW) FROM THE WWW.SNOOTH.COM WEBSITE (THE "SITE"). YOU ALSO AGREE TO BE BOUND BY SNOOTH'S TERMS OF USE AVAILABLE (the “Terms of Use”) AND SNOOTH'S PRIVACY POLICY AVAILABLE AT (the “Privacy Policy”). BY REGISTERING OR USING THE SNOOTH API SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. DO NOT REGISTER OR USE THE API UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT REGISTER OR USE SNOOTH’S API. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANYJURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW.

Terms

1. GRANT OF LICENSE.

Subject to your ("Licensee", “you” or “your”) full compliance with all of the terms and conditions of this Agreement, Snooth ("Snooth", “we”, “us” “our”) grants Licensee a non-exclusive, revocable, non-sublicensable, nontransferable license to access and use the Snooth application programming interface and other materials (including without limitation the code examples, data, images, text, content, code and tools) provided by Snooth with respect thereto (collectively, "APIs") for the sole purpose of creating, submitting and running an application that interfaces with the API (a “Licensee Application”). Snooth is entitled, without any liability, to revise or discontinue the API, or to restrict Your access to the API.

2. YOUR REGISTRATION.

In order to access the API, you must register at Snooth API. You permit Snooth to communicate with you regarding the API.

3. OWNERSHIP.

As between Snooth and you, (i) the Site, the APIs and all intellectual property rights in and to the APIs and the Site, as well as derivative works thereof, are and shall at all times remain the sole and exclusive property of Snooth; and (ii) you retain all right, title and interest in and to, and Snooth obtains no rights of any kind (other than the rights and licenses expressly granted in this Agreement) in, Licensee Applications you create and the Licensee Application Content.

4. RESTRICTIONS.

1. ACCESSING, STORING, AND USING DATA YOU RECEIVE FROM SNOOTH. Due to privacy and other considerations, you cannot store data you receive from Snooth. However, for performance purposes you can cache data you receive from us for up to 24 hours after you obtain it. You may access Snooth's data only when requested by an end user of your application (i.e. no scraping). Please note that some data may be protected by intellectual property rights held by those who provided that data to Snooth (or by other persons or companies on their behalf). Other steps may be required for you to secure any necessary rights or permissions directly from the rights holders of this data.

2. Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the APIs, or any other component of the Snooth service (including without limitation the Snooth client, server or Site), (ii) use the APIs in connection with, or to promote, any products, services, or materials that constitute, promote or are used, in whole or in part, for the purpose of dealing in spyware, adware or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, or that violate any law or regulation in any jurisdiction or which infringe any intellectual property or rights of any third party; (iii) request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Snooth users, or to proxy authentication credentials for any Snooth users for the purposes of automating logins to the Site or services; (iv) impersonate any person, or to obtain access to the Site without authorization; (v) enable individuals to personally identify any Snooth user except with their express consent; (vi) create a Licensee Application which, as a primary purpose, facilitates the distribution of copyrighted content without the authorization of the copyright holder, or (vii) use any trademark, service mark, trade name or any other mark of Snooth or any other party or licensor, or remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on or contained within the API. The Licensee Application shall not, directly or indirectly, adversely affect, hinder or disrupt the functionality or performance of the Site, or software or services provided by Snooth, including without limitation, (iv) the call quality of Snooth’s software; (v) the behavior of other applications using the API; (vi) by attempting to install spyware or malware on the client mobile device or computer; (vii) by attempting to redistribute information about the use of the Site, or Snooth software or Snooth services without express permission of the user; or (viii) by attempting to adversely modify the Snooth software in any way. No rights or licenses are granted to you except as expressly and unambiguously set forth herein.

5. REQUIRED LEGEND.

You agree that whenever marketing or displaying the Licensee Application you will prominently state as follows: “Data provided by Snooth” Snooth; with such attribution to be approved by Snooth prior to using said data.

6. PRIVACY.

Without limiting your other obligations under this Agreement, with respect to your usage of the API and any installation and use by any Snooth users of your Licensee Applications, you agree to implement and observe standards of privacy and confidentiality for the collection, use and sharing of any data related to any Snooth user that are at least as stringent and user - favorable as the standards set forth in the Snooth privacy policy.

7. PUBLICITY; TRADEMARK USAGE.

1. You and we may generally publicize your use of the APIs; provided, however, that you may not issue or consent to any press release (including to the Internet press, e.g., any blogs) with respect to APIs or this Agreement without our prior written consent. We may, at any time in our sole discretion, prepare and issue press releases, statements, and promotional and other materials mentioning and/or describing Licensee Applications you have created using APIs, identifying you as the developer of such Licensee Applications, and otherwise describing the relationship between you and Snooth.

2. You may not use the term "Snooth" (or any variations or misspellings thereof) as any part of the name of your Licensee Application or as part of a URL to the left of the top-level domain. Other than your limited right to use the Marks in a non-trademark manner as provided in this Agreement, you may not make any use of the Marks. Snooth and its licensors retain all right, title and interest in and to the Marks, and all goodwill arising out of any use of the Marks by you will inure to the sole benefit of Snooth. You will not at any time now or in the future challenge or assist others to challenge the validity of the Marks, or attempt to register confusingly similar trademarks, trade names, service marks or logos. You agree to follow any trademark guidelines established by Snooth with respect to your use of any Marks as those guidelines may change from time to time. You must immediately discontinue use of any Mark as specified by us at any time in writing. We may modify any Marks provided to you at any time, and upon notice, you will use only the modified Marks and not the old Marks.

3. All trade names, trademarks, service marks, logos, and trade dress on the Site are either trademarks or registered trademarks of Snooth or its licensors. Other than as specified in this Agreement, you may not copy, imitate or use any registered or unregistered trademark, service mark, trade name, logo, trade dress, URL or other business identifier of Snooth or third parties that appear on the Site unless you obtain Snooth's and any applicable third party's prior written consent. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or state or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including, without limitation, by stating or implying that Snooth or any third party that appear on the Site supports, sponsors, endorses, or contributes money to you or your business endeavors).

8. WARRANTY DISCLAIMER.

TO THE FULLEST EXTENT PROVIDED BY LAW THE APIs ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE APIs IS ASSUMED BY LICENSEE. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, Snooth AND ITS LICENSORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE APIs, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU HEREBY EXPRESSLY AGREE NOT TO USE OR RELY ON THE APIs FOR ANY APPLICATIONS OR SERVICES THAT MAY RESULT IN ANY DAMAGE IF THEY FAIL OR ANY OTHER MISSION CRITICAL APPLICATIONS OR SERVICES, OR FOR HANDLING SENSITIVE, PRIVATE, OR CONFIDENTIAL INFORMATION OF ANY SORT. FURTHER, SNOOTH DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE APIs WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE API IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

9. SUPPORT AND CHANGES TO APIs.

Snooth may elect to provide Licensee with support or modifications for the APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to Licensee. Snooth may change, suspend, or discontinue any aspect of the APIs at any time, including the availability of any Snooth APIs. Snooth may also impose limits on certain features and services or restrict Your access to parts or all of the Snooth APIs or the Site without notice or liability.

10. LIABILITY LIMITATION.

IN NO EVENT SHALL SNOOTH OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE APIs, EVEN IF Snooth HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE APIs ARE BEING PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, LICENSEE ACKNOWLEDGES AND AGREES THAT SNOOTH, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM LICENSEE’S USE OF THE APIs. LICENSEE’S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE API IS TO CEASE USE OF SUCH APIs AND CEASE DISTRIBUTION OF THE LICENSEE APPLICATION.

11. INDEMNITY.

Licensee agrees that Snooth shall have no liability whatsoever for any use Licensee makes of the APIs. Licensee shall indemnify, defend and hold harmless Snooth from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the APIs.

12. TERM AND TERMINATION.

This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the APIs and shall so certify to Snooth that such actions have occurred. Snooth shall have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 4 (Ownership), 1 0 (Warranty Disclaimer), 12 (Liability Limitation), 13 (Indemnity) and all other provisions which by their nature survive, shall survive termination of this Agreement.

13. INDEMNIFICATION.

You will indemnify, and hold harmless Snooth, its customers and users, all technology providers and service providers, and each of their respective employees, directors and representatives, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claims, actions or proceedings (any and all of which are "Claims") which in any way arise out of or are related to: (i) your use of the API; or (ii) your Licensee Application or the Licensee Application Content, including but not limited to any infringement of any third-party rights; and (iii) your violation of any term or condition of this Agreement (including the Terms of Use or the Privacy Policy). At Snooth's option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Snooth may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you may not settle any such Claim without Snooth's prior written consent).

14. MISCELLANEOUS.

This Agreement constitutes the entire agreement between Licensee and Snooth pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. Snooth reserves the right to modify this Agreement at any time by providing such revised terms to Licensee or by publishing the revised terms on its Site. The revised Agreement shall become effective within seven (7) days of such publishing or provision to Licensee, unless Licensee earlier expressly accepts the revised Agreement earlier by clicking on the accept button. The express acceptance by Licensee, or Licensee continued use of the API after expiry of the notice period of seven (7) days, shall constitute Licensee’s acceptance to be bound by the terms and conditions of the revised Agreement. In the event that Licensee does not agree with any such changes or additions, Licensee’s sole and exclusive remedy is termination of this Agreement. Licensee can find the latest version of this Agreement on the Site. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. The laws of the state of New York, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between You and Snooth or its affiliates. Any disputes that are not subject to arbitration will be adjudicated by a court of competent jurisdiction located in New York, New York.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY REGISTERING AND/OR USING THE API, YOU EXPRESSLY CONSENT TO BE BOUND BY THIS AGREEMENT.


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