AVIARY API TERMS OF USE

Full Legal Agreement
The following terms and conditions and the terms and conditions at http://www.aviary.com/terms (collectively, the “Terms”)
govern your use of any and all data, text, software, tools, documents and other materials associated with the application
programming interface offered by Aviary, Inc. (the "API"). By clicking on the “Accept” button, OR BY USING OR ACCESSING ANY
PORTION OF THE API, you or the entity or company that you represent are unconditionally agreeing to be bound by the terms,
including those available by hyperlink from within this document, and are becoming a party to the Terms. Your continued use
of the API shall also constitute assent to the Terms. If you do not unconditionally agree to all of the Terms, DO NOT USE OR
ACCESS ANY PORTION OF THE API. If the terms set out herein are considered an offer, acceptance is expressly limited to these
terms. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE API, IN WHOLE OR IN PART.

1.	 GRANT OF LICENSE.
Subject to your ("Licensee") full compliance with all of Terms of this agreement ("Agreement"), Aviary, Inc. ("Aviary")
grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the API solely to
embed a launchable Aviary application within Licensee’s mobile or website application (“App”) and to access data from Aviary
in connection with such application. Licensee may not install or use the API for any other purpose without Aviary's prior
written consent.

Licensee shall not use the API in connection with or to promote any products, services, or materials that constitute, promote
or are used primarily 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, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks,
explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state
licensing regimes, non-transferable items such as airline tickets or event tickets, weapons and accessories.

2.	 BRANDING.
Licensee agrees to the following: (a) on every App page that makes use of the Aviary API, Licensee shall display an Aviary
logo crediting Aviary only in accordance with the branding instructions available at [www.aviary.com/branding]; (b) it shall
maintain a clickable link to the following location [www.aviary.com/api-info], prominently in the licensee App whenever the
API is displayed to the end user. (c) it may not otherwise use the Aviary logo without specific written permission from
Aviary; and (d) any use of the Aviary logo on an App page shall be less prominent than the logo or mark that primarily
describes the Licensee website, and Licensee’s use of the Aviary logo shall not imply any endorsement of the Licensee website
by Aviary.

3.	 PROPRIETARY RIGHTS.
As between Aviary and Licensee, the API and all intellectual property rights in and to the API are and shall at all times
remain the sole and exclusive property of Aviary and are protected by applicable intellectual property laws and treaties.
Except for the limited license expressly granted herein, no other license is granted, no other use is permitted and Aviary
(and its licensors) shall retain all right, title and interest in and to the API and the Aviary logos.

4.	 OTHER RESTRICTIONS.
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 API; (ii) otherwise use the API on behalf of any third party.

5.	 MODIFICATIONS TO THIS AGREEMENT.
Aviary reserves the right, in its sole discretion to modify this Agreement at any time by posting a notice to Aviary.com. You
shall be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon
first posting or notification and use of the Aviary API by Licensee following any such notification constitutes Licensee’s
acceptance of the terms and conditions of this Agreement as modified.

6.	 WARRANTY DISCLAIMER.
THE API IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, AVIARY AND ITS
VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, 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. FURTHER, AVIARY DISCLAIMS ANY WARRANTY
THAT LICENSEE'S USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.

7.	 SUPPORT AND UPGRADES.
This Agreement does not entitle Licensee to any support and/or upgrades for the APIs, unless Licensee makes separate
arrangements with Aviary and pays all fees associated with such support. Any such support and/or upgrades provided by Aviary
shall be subject to the terms of this Agreement as modified by the associated support Agreement.

8.	 LIABILITY LIMITATION.
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY,
IN NO EVENT WILL AVIARY OR ITS VENDORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR
MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING
OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF AVIARY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND
WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT
WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, AVIARY DISCLAIMS ALL LIABILITY
OF ANY KIND OF AVIARY'S VENDORS.

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

10. 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 API, and shall so certify to Aviary that such actions have occurred. Aviary shall have the right to inspect and audit
Licensee's facilities to confirm the foregoing. Sections 3 through 11 and all accrued rights to payment shall survive
termination of this Agreement.

11.	 GOVERNMENT USE.
If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use,
duplication, reproduction, release, modification, disclosure or transfer of the API are restricted in accordance with the
Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as
applied to military agencies. The API are a "commercial item," "commercial computer software" and "commercial computer
software documentation." In accordance with such provisions, any use of the API by the Government shall be governed solely by
the terms of this Agreement.

12.	 EXPORT CONTROLS.
Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States
Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and
Licensee shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or
regulations. By downloading or using the API, Licensee agrees to the foregoing and represents and warrants that Licensee is
not located in, under the control of, or a national or resident of any restricted country.

13.	 MISCELLANEOUS.
Unless the parties have entered into a written amendment to this agreement that is signed by both parties regarding the
Aviary API, this Agreement constitutes the entire agreement between Licensee and Aviary pertaining to the subject matter
hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any
disputes arising from or relating to the interpretation thereof, shall be governed by and construed under New York law as
such law applies to agreements between New York residents entered into and to be performed within New York by two residents
thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale
of Goods. Except to the extent otherwise determined by Aviary, any action or proceeding arising from or relating to this
Agreement must be brought in a federal court in the Southern District of New York or in state court in New York County, New
York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys'
fees. This Agreement may be amended only by a writing executed by Aviary. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The
failure of Aviary to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and
shall not limit Aviary's rights with respect to such breach or any subsequent breaches. This Agreement is personal to
Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of
law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without Aviary's prior
written consent and any action or conduct in violation of the foregoing shall be void and without effect. Aviary expressly
reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

Last Updated September 15, 2011