Guidebox, Inc. API and Data Agreement

Version 12/1/13: Effective December 1, 2013

Users of the Guidebox, Inc. ("Guidebox") application programming interface ("API") and Guidebox Materials ("Guidebox Materials" as defined below) are required to comply with the terms and conditions of this Agreement, all terms on the API documentation, all terms on the generate an API key page and all terms listed on the API homepage.

1. This agreement is between You ("API User") and Guidebox, for the purpose of setting forth the terms and conditions upon the API User's access to, and use of, the content, documentation, code, data and related materials made available by Guidebox to the API User (collectively, the "Content"), including through the use of the Guidebox application programming interface (the "API", together with Content, "Guidebox Materials"). Some of the Guidebox Materials may be code incorporated into the API User's applications, products and services ("API User's Service") that enable functionality. The API User agrees that Guidebox may automatically update those Guidebox Materials, and this Agreement will apply to such updates.

2. GRANT OF LICENSE

2.1 Subject to the API User's full compliance with all of the terms and conditions of this Agreement, all terms on the API documentation, all terms on the generate an API key page and all terms listed on the API homepage, Guidebox grants the API User a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the Guidebox Materials to (i) develop, implement and integrate with the API User's Service and (ii) use, reproduce, distribute, transmit, display and perform the Guidebox Materials as part of the API User's Service.

2.2 The API User may not install or use the Guidebox Materials for any other purpose (including the distribution of the Guidebox Materials to other 3rd party websites or applications) without Guidebox's prior written consent. You are only allowed to display the Guidebox data on the website and/or application that has been approved by Guidebox when the API key was created. Each website and/or application that has been approved by Guidebox can only generate and use a single API key. You must not generate multiple API keys for the same project in order to avoid quota limits or for any other purpose or otherwise disguise your access to the Guidebox API to avoid limits or restrictions placed on the Guidebox API.

2.3 The API User shall not use the Guidebox Materials 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, copyright infringement (torrents, file sharing, etc), professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets.

3. PROPRIETARY RIGHTS - As between Guidebox and the API User, the Guidebox Materials, including any and all Content made available, collected and/or derived through the API (including, without limitation, user data received from the API or submitted to the API), and all intellectual property rights in and to all of the foregoing, are and shall at all times remain the sole and exclusive property of Guidebox and are protected by applicable intellectual property laws and treaties.

4. OTHER RESTRICTIONS - Except as expressly and unambiguously authorized under this Agreement or via written authorization from Guidebox, the API User 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 Guidebox Materials (including but not limited to removing or modifying any tracking or affiliate information on any video link); or (ii) otherwise use the Guidebox Materials on behalf of any third party. Guidebox may request that the API User limit the number and/or frequency of API requests if the API User implementation places an undue burden on the Guidebox servers and infrastructure. API user shall make all attempts to notify Guidebox of any major product releases or any conditions that may affect the Guidebox API server load.

5. THIRD PARTY CONTENT - Guidebox Materials contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. Guidebox may sometimes review content to determine whether it is illegal or violates our policies, and Guidebox may remove or refuse to display content. Finally, Guidebox Materials may be subject to intellectual property rights, and, if so, the API User may not use it unless the API User is licensed to do so by the owner of that content or are otherwise permitted by law. The API User access to the content provided by the API may be restricted, limited, or filtered in accordance with local laws, regulations, and policies.

6. API USAGE COSTS AND QUOTA - Access to the Guidebox API is provided up to the "quota limit" associated with each individual API user for both commercial and non-commercial usage. To find your quota limit, please visit this link. When the quota limit is reached, access to the API will be temporarily disabled until the quota resets on the first day of each month. It is the sole responsibility of the API user to keep track of their quota and avoid going over their quota limits. API users who consistently reach the quota limit can request a complimentary increase in their quota limit, or request a paid service tier with higher or uncapped quota limits. Paid service tiers cost and associated quota limits are provided via email by Guidebox to the API user, and the API user can switch between any of the paid tiers at any time. If the API user switches to a higher priced tier between billing cycles, the prorated difference will be charged immediately. If the API user switches to a lower tier, the next billing cycle will reflect the lower amount. Changes between tiers are handled by contacting Guidebox via the "Contact Us" tab on the API Documentation page.

7. SUPPORT - Email support will be provided to all API users utilizing the "Contact Us" tab on the API Documentation page. Users who are on the free trial tier are limited to 1 support request. Each paid tier offers a different number of available support requests. These limits are provided via email by Guidebox to the API user upon request.

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

9. 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 GUIDEBOX OR ITS VENDORS, BE LIABLE TO THE API USER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) 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 GUIDEBOX MATERIALS OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIVE HUNDRED DOLLARS ($500.00), EVEN IF GUIDEBOX 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, GUIDEBOX DISCLAIMS ALL LIABILITY OF ANY KIND OF GUIDEBOX'S VENDORS.

10. INDEMNITY - The API User agrees that Guidebox shall have no liability whatsoever for any use the API User makes of the Guidebox Materials. The API User shall indemnify and hold harmless Guidebox from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from the API User's use of the Guidebox Materials or the API.

11. TERMINATION - Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, the API User shall cease using, destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Guidebox Materials (including all user data), and shall so certify to Guidebox that such actions have occurred. Guidebox shall have the right to inspect and audit the API User's facilities to confirm the foregoing. The API user has 30 days after the termination of this Agreement to remove all Guidebox data and materials. Sections 8 through 16 and all accrued rights to payment shall survive termination of this Agreement.

12. EXPORT CONTROLS - The API User 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 the API User shall not export, or allow the export or re-export of the Guidebox Materials in violation of any such restrictions, laws or regulations. By downloading or using the Guidebox Materials, the API User agrees to the foregoing and represents and warrants that the API User is not located in, under the control of, or a national or resident of any restricted country.

13. ASSIGNMENT - The API User may not assign or otherwise transfer this Agreement, in whole or in part, without Guidebox's prior written consent. Any attempted assignment or transfer not in accordance with this Section shall be null and void. Subject to the foregoing, the parties' rights and obligations under this Agreement will bind and inure to the benefit of their respective successors and permitted assigns.

14. NO PUBLICITY - Unless otherwise required by applicable law, neither party may issue any public statements or press releases regarding this Agreement, the terms of this Agreement or the Statement of Work, or any specific aspect thereof, including the existence of a relationship between the parties, without the prior written consent of the both parties.

15. GOVERINING LAW; JURISDICTION - The rights and obligations of the parties under this Agreement shall be governed in all respects by the laws of the State of California without regard to conflict of law principles. All disputes arising hereunder shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in San Francisco, California, and both parties hereby agrees to consent to the personal jurisdiction of such courts.

16. ENTIRE AGREEMENT; WAIVER AND MODIFICATION; SEVERABILITY; CONSTRUCUTION - This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. The delay or failure of either party to exercise any right under this Agreement will not constitute a waiver of such right unless such party has specifically waived such right in writing. As used in this Agreement, the words "include" and "including," and variations thereof, will be deemed to be followed by the words "without limitation." If any provision in this Agreement is held to be unenforceable, such provision will be deemed modified to the extent necessary to be enforceable under applicable law and the other provisions in this Agreement will continue in full force and effect. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. This Agreement may be entered into by the parties in separate counterparts, each of which when so executed shall be as valid and effectual as if executed as an original, but all counterparts shall together constitute one and the same document. This Agreement and the Statement of Work constitute the entire agreement between the parties and supersedes all prior oral or written communications and agreements between the parties regarding the subject matter of this Agreement. In the event of any conflict between this Agreement and the Statement of Work, this Agreement shall govern.