Terms & Agreements

HangIt Developer Agreement

This HangIt Developer Agreement (“Agreement”) is an agreement between you and HangIt, LLC and any of its corporate successors in interest (“HangIt”, “We”, “Us” or “Our”) and applies to your access to and use of the Developer’s Tools. You must read, agree with and accept all of the terms and conditions contained in this Agreement. By registering for, accessing and/or using the Developer’s Tools, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not agree to these terms and conditions, you may not access or use the Developer’s Tools. If you use or are engaging in activities under this Agreement for a business, company or legal entity (“Company”), whether as an employee or contractor, the terms “you” and “your” include---and the terms and conditions hereof are binding on, both you as an individual and such Company. You represent and warrant that you have the authority to bind such Company and that it has authorized you to accept these terms on its behalf.

This Agreement, with the HangIt Marketing Service (Platform) Terms of Service (“HangIt User Agreement”) and any other agreement into which you have entered with HangIt (collectively "HangIt Agreements"), apply to your access to and use of the Developer’s Tools. If any inconsistency exists between the terms of this Agreement and the HangIt User Agreement, this Agreement will control your access to and use of the Developer’s Tools.

We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. Capitalized terms used in this Agreement are defined in Section 20 of this Agreement.

1. Introduction.

1.1 HangIt Developer Platform. The HangIt Developer Platform is a turnkey cloud service built to enable advanced location based messaging and marketing for apps and is open to Developers. Our Developer’s Tools offer you the ability to build Applications that interact with HangIt. Our goal is to encourage innovation, creativity and greater use of HangIt Services.

1.2 HangIt Developers. We consider you to be a Developer if you access or use the Developer’s Tools for any purpose including building an Application and/or making an API Call, irrespective of whether your use is for your own benefit or as a third party service provider. All Developers and API Callers are jointly and severally subject to the terms and conditions of this Agreement. Developers must register and have a HangIt Account in good standing.

1.3 App ID and API Credentials. HangIt may provide you a unique confidential identification code, certificate and/or App ID that enable you to use the Developer’s Tools. HangIt may also provide you with API Credentials for testing and/or production. HangIt may immediately terminate or revoke your Live Access, App ID and/or API Credentials for any reason in HangIt’s sole discretion. You may not sell, transfer, sublicense, or disclose your App ID, API Credentials or other HangIt Account credentials to any third party, other than a service provider performing services on your behalf, and you agree to notify HangIt immediately of any violation of your obligations in this sentence. If you sell or otherwise transfer your Application, or permit an API Caller to operate it, HangIt agrees to issue a new App ID to the API Caller operating your Application. The API Caller is accountable for any personal data HangIt is instructed to transfer to it. You are liable for all activities performed with your App ID, API Credentials or other HangIt Account credentials.

2. Live Access.

Your Application will be given Live Access if the following requirements are met:

2.1 Account. The API Caller of the Application has a HangIt Account in good standing. You agree to provide requested information about you, the Account holder and/or the business owner to HangIt before receiving live credentials.

2.2 Application Approval. In certain instances, your Application must receive prior approval from HangIt. You must complete our online questionnaire and submit any information we request so we can review your Application. All approval decisions will be made in HangIt’s sole discretion. Decisions are based on factors including but not limited to whether the Application functions in accordance with your representations, complies with this Agreement, is consistent with the HangIt Agreements and is not likely to prove harmful to HangIt or the HangIt community.

3. APIs & Support. HangIt may provide you with support or modifications for the Developer’s Tools (collectively, “Support”) in its sole discretion but it is under no such obligation. HangIt may terminate such Support at any time without notice to you. HangIt may change, suspend, or discontinue any aspect of the Developer’s Tools, at any time, including the availability of any HangIt APIs. HangIt may release subsequent versions of APIs, and you may be required to use those subsequent versions. HangIt may also impose limits on certain features and services or restrict your access to parts of or all of the Developer’s Tools without notice or liability.

4. License Rights & Intellectual Property.

4.1 License to You. Subject to and conditioned upon your compliance with the terms of this Agreement and while it remains in effect, HangIt grants you a personal, revocable, non-exclusive, non-transferable license (i) to access, use and integrate the Developer’s Tools into your Application to provide HangIt-enabled Services in the Territory and, (ii) if your Application has been granted Live Access, to reproduce and distribute in the Territory the SDK portion of the Developer’s Tools in object code solely as a part of such Application. This license grant includes the software and all updates, upgrades, new versions and replacement software for your personal use only.

4.1.1 You may not rent, lease or otherwise transfer your rights in the software to a third party.

4.1.2 You must comply with the implementation and use requirements contained in all HangIt Documentation accompanying the HangIt Services. If you do not comply with HangIt’s implementation and use requirements you will be liable for all resulting damages suffered by you, HangIt and third parties.

4.1.3 HangIt may change or discontinue any APIs upon notice to you.

2.1.4 You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software.

4.1.5 You acknowledge that the Developer’s Tools are licensed, not sold, to you and that all rights, title and interest to HangIt’s software are owned by HangIt. You acknowledge and agree that nothing in this Agreement shall convey, assign or otherwise transfer to you any title or ownership rights in any part of the Developer’s Tools or software or to any Intellectual Property rights of HangIt.

4.1.6 In addition to any rights expressly provided in this Section 4, subject to and conditioned upon your compliance with the terms and conditions of this Agreement, you may make a single copy of the software only for backup purposes, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the software. You shall not make more copies of the software than specified in this Agreement.

4.2 License to HangIt. You provide HangIt with a paid-up, royalty-free, worldwide, non-exclusive, non- transferable license during the Term under all of your Intellectual Property rights, to use, reproduce, display and execute (i) all of your Applications for internal review and the development and testing of HangIt’s Developer’s Tools (or any portion thereof); and (ii) all of your Applications in demonstrations of such software, its capabilities or functionalities (or any portion thereof), to third parties; (iii) your Application for testing, review or other related purposes to ensure that your Application complies with this Agreement and (iv) any and all Places created or modified by you through your use of the HangIt Services for inclusion and incorporation into the Developer’s Tools or HangIt Services. Further, HangIt and its Affiliates may display in any media whatsoever your name, the name of the Applications and any marks or logos associated with the Applications for purposes of marketing and promoting the Solution, or any portion thereof, and/or products and services of HangIt and its Affiliates.

4.3 HangIt Marks. Subject to the terms of this Agreement, HangIt grants you a revocable, non-exclusive, non- transferable license to use the HangIt Marks solely in connection with advertising and marketing Your HangIt-enabled Services and in accordance with HangIt’s Branding Guidelines. Any use of the HangIt Marks that is outside the scope of the Branding Guidelines requires HangIt’s Prior Approval.

4.4 Your Marks. You grant HangIt a revocable, non-exclusive, non-transferable, worldwide, royalty-free license to use your Marks to publicize your use of the Developer’s Tools and your Application. HangIt may do so (i) through press releases, public announcements, and other oral communications at conferences, media events, or other marketing opportunities; (ii) on the HangIt website or through other electronic communications such as emails to users of HangIt’s services, newsletters, or in materials that HangIt otherwise makes publicly available; and (iii) through any other means of communication to promote the use of HangIt, the Developer’s Tools, and/or your Application.

4.5 Intellectual Property.

4.5.1 HangIt retains all rights, title and interest in the Intellectual Property embodied in or associated with the Developer’s Tools (including but not limited to SDKs and APIs), HangIt technology and any content derived therefrom.

4.5.2 You retain all rights, title and interest in the Intellectual Property of those portions of your Application that do not include the Developer’s Tools or any other HangIt Intellectual Property.

4.5.3 You represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the Intellectual Property rights of HangIt or any third party.

4.5.4 There are no implied licenses under this Agreement, and any rights not expressly granted are reserved by HangIt. Except as licensed expressly herein, this Agreement does not transfer any Intellectual Property rights between the parties.

4.6 Competitive or Similar Materials. Notwithstanding the foregoing, in no event will HangIt be precluded from developing for itself, causing to be developed, acquiring, licensing or developing for third parties any products or services that are competitive with your Application or Your HangIt-enabled Services, so long as HangIt does not infringe your intellectual property rights. Similarly, HangIt may create and develop marketing and distribution materials about competing products and services offered by HangIt as long as those materials do not infringe your intellectual property rights.

4.7. Third Party Licenses. The Developer’s Tools may contain third party programs, including but not limited to software licensed under open source terms. The license terms associated with those programs apply to your use of them. You shall be solely responsible to obtain, if necessary, a separate and independent license from such owner with respect to any such use. The delivery of the Developer’s Tools does not convey a license, nor imply any rights, to use third party programs. A separate and independent license for such use may be required and you shall be solely responsible to verify whether such license is needed in conjunction with your use of such third party programs. If applicable, certain third party notices may be made available in the Developer’s Tools (e.g., available in the readme files).

5. Working with HangIt as a Developer.

5.1 General Requirements. If you are a Developer, you must comply with the following:

5.1.1 Have a HangIt Account in good standing.

5.2 Checklist. Your Application and your use of the Developer’s Tools must comply with the following:

5.2.1 Legal Agreements and Related Policies. Your Application and your use of the Developer’s Tools must comply with the following legal agreements and policies:

(a) this Agreement,

(b) the HangIt User Agreement; and

(c) any other agreement you have entered into with HangIt.

5.2.2 Product Documentation / Specifications. HangIt’s technical/product/API requirements as communicated in the Documentation, integration guidelines and specifications provided or made available to you, or as otherwise specified by HangIt from time to time.

5.2.3 Branding Guidelines. HangIt’s Branding Guidelines.

5.2.4 Laws/Regulations/Rules. All applicable laws and regulations related to your use of the Developer’s Tools and HangIt Services, and your provision of the Your HangIt-enabled Services, your promotional activities and other business activities.

5.2.5 Other Requirements. Any other HangIt requirements that we provide to you in our sole discretion.

5.3 Beta Tools and Services.

5.3.1 Beta Developer’s Tools. You acknowledge and agree that: (a) any and all Developer’s Tools identified as “Beta” (“Beta Developer’s Tools”) may not operate properly, be in final form or fully functional; (b) Beta Developer’s Tools may contain errors, design flaws or other defects; (c) it may not be possible to make the Beta Developer’s Tools fully functional; (e) the information obtained using Beta Developer’s Tools may not be accurate; (f) use of Beta Developer’s Tools may result in unexpected results, loss of data or communications or other unpredictable damage or loss; (g) HangIt is under no obligation to release a non-Beta version of Beta Developer’s Tools; and (h) HangIt has the right unilaterally to abandon development of any and all Beta Developer’s Tools, at any time and without any obligation or liability to you.

5.3.2 No Warranties. You acknowledge that any and all Beta Developer’s Tools (a) are HangIt’s test products and their reliability and accuracy cannot be guaranteed; and (b) must be accepted “as is,” without any express or implied warranties or service levels, including without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement.

5.4 Do Not Circumvent HangIt Policies. You may not create an Application or provide Your HangIt-enabled Services that are designed to, or have the effect of, circumventing HangIt’s rules and policies as described in any policy document or legal agreement. All information that you submit to HangIt (or HangIt’s agent) in connection with your use of the Developer’s Tools must be true, correct, and complete. This includes the following: (i) information you submit directly to HangIt as part of Application Review or in response to a request from HangIt for information, (ii) information you submit through an API Call, and (iii) information you provide to Your User, or other third party in connection with your use of the Developer’s Tools or provision of your HangIt- enabled Services.

5.5 Costs. You are responsible for all costs and expenses related to your use of the Developer’s Tools including all required modifications to your Application. HangIt will not reimburse you for any costs or expenses, even if your Application is rejected.

5.6 Feedback. You are welcome to provide suggestions, comments or other feedback (“Feedback”) to HangIt regarding HangIt’s Confidential Information, Developer’s Tools or Intellectual Property, but HangIt is not obligated to take any action in response to your Feedback. In addition, you agree to the following:

5.6.1 All Feedback will be given entirely voluntarily;

5.6.2 Feedback, even if marked confidential, will not create any confidentiality obligations on HangIt unless HangIt has otherwise agreed in a signed agreement;

5.6.3 HangIt will be free to use, disclose, reproduce, distribute, implement in the Developer’s Tools and otherwise commercialize all Feedback that you provide without obligation or restriction of any kind on account of intellectual property rights or otherwise;

5.6.4 You waive all rights to be compensated or seek compensation for your Feedback;

5.6.5 HangIt owns all right, title, and interest in and to the Developer’s Tools, including all intellectual property rights therein, even if HangIt incorporates any of your Feedback into subsequent versions of any and all of the Developer’s Tools, and you will not earn or acquire any rights or licenses in the Developer’s Tools (Beta or non-Beta) or in any HangIt intellectual property rights by virtue of your providing Feedback to HangIt.

5.7 Software Restrictions. You shall not incorporate, link, distribute or use any third party software or code in conjunction with (i) the Developer’s Tools (ii) any software, products, documentation, content or other materials developed using the Developer’s Tools, and/or (iii) any derivative works that you make using the source code portions of the Developer’s Tools (if any), in such a way that: (a) creates, purports to create or has the potential to create, obligations with respect to the Developer’s Tools, including without limitation the distribution or disclosure of any source code; or (b) grants, purports to grant, or has the potential to grant to any third party any rights to or immunities under any Intellectual Property rights or proprietary rights of HangIt or its Affiliates, including without limitation as such rights exist in or relate to the Developer’s Tools. Without limiting the generality of the foregoing, You shall not incorporate, link, distribute or use (1) the Developer’s Tools, (2) any software, products, documentation, content or other materials developed using the Developer’s Tools, nor (3) any derivative works that you make using the source code portions of the Developer’s Tools (if any), with any code or software licensed under any version of the GNU General Public License (“GPL”), Affero General Public License (“AGPL”), Lesser General Public License (“LGPL”), European Union Public License (“EUPL”), Apple Public Source License (“APSL”), Common Development and Distribution License (“CDDL”), IBM Public License (“IPL”), Eclipse Public License (“EPL”), Mozilla Public License (“MPL”), or any other open source license, in any manner that could cause or could be interpreted or asserted to cause the Developer’s Tools (or any modifications thereto) to become subject to the terms of the GPL, AGPL, LGPL, EUPL, APSL, CDDL, IPL, EPL, MPL, or such other open source license. You shall not receive any rights to use such Developer’s Tools or copies thereof in a manner that will cause any patents, copyrights or other Intellectual Property rights which are owned or controlled by HangIt or any of its Affiliates (or for which HangIt or any of its Affiliates has received license rights) to become subject to any encumbrance or terms and conditions of any third party or open source license (including, without limitation, any open source license listed on http://www.opensource.org/licenses/alphabetical) (each an “Open Source License”). These restrictions, limitations, exclusions and conditions shall apply even if HangIt or any of its Affiliates becomes aware of or fails to act in a manner to address any violation or failure to comply therewith. Also, no act by HangIt or any of its Affiliates that is undertaken under this Agreement as to any software or technology shall be construed as being inconsistent with the intent not to cause any patents, copyrights or other Intellectual Property rights which are owned or controlled by HangIt or any of its Affiliates (or for which HangIt or any of its Affiliates has received license rights) to become subject to any encumbrance or terms and conditions of any Open Source License.

6. Your Relationship With Your Users.

6.1 Platform Requirements. You represent and warrant to HangIt that you have obtained all necessary rights, permissions and licenses, if any, in content, material, data or code appearing, used, stored, recorded or displayed in or using any of the Applications and that the Applications will be in full compliance with all terms of applicable platform requirements (e.g., terms imposed by Apple and Google on developers and parties utilizing their respective technology platforms, marketplaces, etc.).

6.2 Provide Customer Support. You are responsible for the operation of your Application, the provision of the Your HangIt-enabled Services, and all related customer support, as well as for providing customer support for the goods and services you sell or the services you provide.

6.3 Publish a Privacy Policy. You must have a published privacy policy that is readily accessible to Your Users through your website, mobile application and the store or marketplace where your Application may be downloaded.

6.4. Application Restrictions. You are strictly prohibited from publishing or otherwise distributing any Applications to any third party unless (i) such publication or other distribution complies with the terms of this Agreement; (ii) such publication or distribution complies with any third party agreement terms applicable to the development and distribution of such Application (e.g., the iOS and/or Android platform and marketplace agreements); and (iii) You own the Application (exclusive of the Developer’s Tools (or portion thereof)), or have secured all Intellectual Property rights licenses necessary to distribute the Application. You agree that You will not develop or distribute (or have anyone do so on your behalf), any Application which:

6.4.1. provides content, data or information, whereby errors or inaccuracies in such content, data or information or the failure of the Application could lead to death, personal injury, or severe physical or environmental damage;

6.4.2. incorporates spying, threatening or stalking functionality;

6.4.3. enables facial recognition functionality, except and to the extent that the Application provides for each person whose facial image is included to provide legally-binding consent in advance;

6.4.4. interferes with the functionality of an end user’s device, other applications or any products or services offered by HangIt;

6.4.5. includes content or materials (text, graphics, images, photographs, video, sounds, etc.) that comprise, constitute or depict, or that allow a user to transmit content or materials which include any of the following: (a) profanity, nudity, pornographic or obscene images or explicit sexual themes; (b) defamatory, libelous, racist or discriminatory statements; (c) material that infringes the intellectual property of any third party; (d) material that infringes upon the privacy or data protection rights of any person; (e) material that is unnecessarily violent or dangerous to use; or (f) material that is illegal or objectionable;

6.4.6. is used for determining the official legal eligibility of any individual or resident of a particular structure to attend any particular school or school system, or to use or benefit from any other services provided by or on behalf of any city, town, county, state or other governmental entity, or any other service dependent upon residence within a given geographical area (Your reliance upon the software or the HangIt Services for such purposes is outside the scope of the license grants and thus, not advised or permitted);

6.4.7. includes any malware, malicious or harmful code, program or other internal component (e.g., computer viruses, Trojan horses, “backdoors”, etc.) that could damage, destroy or adversely affect other software, firmware, hardware, data, systems, services or networks;

6.4.8. is created or developed in a manner so as to, or with the objective to, damage any wireless device, computer, network, or any feature or function of a wireless device, computer or network based on the use of such Application;

6.4.9. uses any word, term, name, symbol, or other material, or any combination thereof, or any false designation of origin, false or misleading description of fact, or false or misleading representation of fact, which could cause confusion or mistake, or which could deceive an end user as to (a) your affiliation, connection, or association with another person, or (b) the affiliation, connection or association of the Application with another product, or with the goods, services, or commercial activities by another person, or (c) as to the origin, sponsorship, or approval of the Application; or

6.4.10. misrepresents the nature, characteristics, qualities, or geographic origin of goods services provided by you or the Application.

6.5. Mandatory End User License Agreement Clauses. You shall include, and shall be solely responsible for including, in a mandatory end-user license agreement for each of your Applications, whether in an agreement between you and an end user (where you license your Application directly to end users) or in an agreement between you and the licensor/distributor of your Application, legally enforceable provisions which are appropriate to your Application, which comply with all applicable laws, rules and regulations, and which include, without limitation:

6.5.1. All terms, disclosures and information necessary to comply with the terms of this Agreement including, without limitation, the provisions set forth in the Data Schedule;

6.5.2. Each end user’s consent to the collection, storage, and use by HangIt and its Affiliates and service providers of Data from the Developer’s Tools (or portion thereof) and the transfer of Data between HangIt and its Affiliates and service providers (which may be in the United States or in other countries), in each case for the purposes of (i) facilitating the provision of service, new products, updates, enhancements and other services, (ii) improving the Developer’s Tools (or portion thereof), and other products, services and technologies, and (iii) providing new products, services or technologies to you and customers of HangIt and its Affiliates;

6.5.3. Each end user is advised that your Application may incur data usage charges in varying amounts, based on variable factors including data transmissions to and from HangIt.

If Your Application uses any portion of other services provided by HangIt or its Affiliates, (e.g., services available only under separate agreement), you acknowledge that additional end-user terms and conditions will be required to be obtained from each end user as more particularly described in the separate agreement for the other services.

6.6. Safety. The HangIt platform enables you to create a wide range of Applications, which may have differing objectives, functionality to reach those objectives, and targeted user populations. It is YOUR responsibility to ensure that Applications are carefully evaluated to ensure that safety is always a top priority.

7. PRIVACY; DATA COLLECTION AND USE.

7.1. Data, Non-Interference and Right to Use. You understand that the Developer’s Tools software collects and sends certain data to HangIt, as more fully described in the Data Schedule. You understand and agree that you, and entities working on your behalf, will not alter, surveil, intercept, inhibit, direct, or otherwise interfere with the transmission of Data to HangIt and/or its affiliates in connection with the Developer’s Tools (or portion thereof). You further agree that you and those working on your behalf, will not directly access any Data that is stored in a private data store by the software on an end user’s device, apart from any access provided by HangIt. You agree that HangIt may use the Data: (a) to provide the Solution to you and your end users, (b) to improve, optimize, troubleshoot, create bug fixes for the Solution, and (c) on a de-identified basis (such that no end user can be identified) for HangIt’s business purposes. HangIt shall cooperate with you to provide your end users with applicable data subject rights required under applicable law with respect to personal data such as access, correction and/or deletion rights.

7.2. Parties’ Roles and End User Notice, Consent and Controls. For you to use the Developer’s Tools (or portion thereof) you must display your own privacy notice explaining the privacy and data management practices of the Developer’s Tools software (or portion thereof) used in Your Application and obtain the end users’ opt-in consent before turning on location-enabling services. Your additional obligations are as follows:

a) Parties Roles. HangIt is solely a technology and service provider. The Parties agree that for purposes of the data protection or privacy laws or regulations of the European Economic Area or Switzerland or similar law, rule or regulation in any jurisdiction where the Application is distributed, you shall be considered the “Data Controller”, and HangIt shall be considered the “Data Processor”.

b) End User Privacy and Consent. The Data, including any personal information, collected, used, and processed by the Developer’s Tools and HangIt data management practices are set for in the attached Data Schedule. You must include a privacy policy in the Application(s) (hereinafter “Privacy Policy”) that: (i) completely and accurately discloses the Data collection and use practices (including the data processing HangIt provides for You on HangIt servers) as described in the Data Schedule, and (ii) discloses that a service provider enabling the Application on Your behalf and that Data will be stored and processed by the service provider and its affiliates on servers as described in the Data Schedule. In addition, You must clearly and conspicuously make the Privacy Policy available to end users before the Application collects Data from such end users and in a manner that complies with all applicable Laws and Regulations. You shall obtain end users’ consent for the Data collection and use practices of HangIt (as described in the Data Schedule) before turning on the Developer’s Tools (or portion thereof) within Your Application.

c) End User Controls. As more fully described in the Data Schedule and available Documentation, we provides certain APIs in the Software to enable you to provide end user controls such as an “on/off” control, controls to “disable/enable” certain features of the Software and a data deletion or reset control. You must use all applicable APIs to provide end user controls over the functioning of the Software within Your Application.

d) Your Privacy Compliance. You represent and warrant that the use and distribution of each Application and Your Privacy Policy(ies) comply, at a minimum, with all applicable laws, rules or regulations, in each jurisdiction in which the Application is distributed (collectively, “Laws and Regulations”) including, without limitation, ensuring that the Application does not violate or infringe any privacy, data protection, information security or other similar legal rights of Application end users. You shall be solely responsible for ensuring your compliance with the Application’s Privacy Policy, and that use of the Application, and the terms related to use of the Application by end users, do not conflict with and are not inconsistent with applicable Laws and Regulations. You further agree to follow the guidance for application developers provided by the California Attorney General in Privacy on the Go available at http://oag.ca.gov/sites/all/files/pdfs/privacy/privacy_on_the_go.pdf.

7.3. Minimum Additional Privacy Requirements.

7.3.1. You must secure anything and everything reasonably important to an end user (i.e. use encryption and good security practices to protect your end user's personal data).

7.3.2. You must NOT target children (anyone under the age of 13 in the U.S. or the age of a child in a country in which an end user is located).

7.4. Audit. You agree that on reasonable advance notice from HangIt, You will provide an independent third party auditor, selected by HangIt and approved by you (such approval not to be unreasonably withheld), with access to all information, processes, procedures and protocol related to Your compliance with the Data collection, storage and usage provisions of this Agreement.

7.5. Data Customer Provides to HangIt. When you register with HangIt, we may collect your name, email address, mailing address, and the name of your business. You agree that HangIt may use the contact information you provide HangIt to contact you about the Developer’s Tools and other products and services HangIt or its Affiliates may offer.

8.1. DISCLAIMER OF WARRANTIES.

a) YOU EXPRESSLY ACKNOWLEDGE AND AGREE ON BEHALF OF YOURSELF AND YOUR CONTRACTORS AND AFFILIATES THAT THE USE OF THE DEVELOPER’S TOOLS, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE DOCUMENTATION, APIS, ANY DEVICE, AND RELATED SERVICES, IS AT YOUR SOLE RISK. THE DEVELOPER’S TOOLS AND TECHNICAL SUPPORT, IF ANY, ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HANGIT, ITS MANUFACTURERS, SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. HANGIT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE DEVELOPER’S TOOLS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE DEVELOPER’S TOOLS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DEVELOPER’S TOOLS WILL BE CORRECTED.

b) FURTHERMORE, HANGIT AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY APPLICATION OR THE USE, OR THE RESULTS OF THE USE, OF THE DEVELOPER’S TOOLS IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. HANGIT, ITS MANUFACTURERS, SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, DISCLAIM ANY REPRESENTATION THAT IT WILL BE ABLE TO REPAIR ANY PRODUCT OR DEVICE UNDER THIS AGREEMENT OR MAKE A PRODUCT OR DEVICE EXCHANGE WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA.

c) IF HANGIT, ITS MANUFACTURERS, SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, CANNOT LAWFULLY DISCLAIM STATUTORY OR IMPLIED WARRANTIES THEN TO THE EXTENT PERMITTED BY LAW, ALL SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THE SHORTEST PERMITTED DURATION AND TO REPAIR, REPLACEMENT, OR REFUND AS DETERMINED BY HANGIT IN ITS SOLE DISCRETION.

d) NO HANGIT RESELLER, AGENT, PARTNER, AFFILIATE OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS NO WARRANTY STATEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HANGIT OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY REPRESENTATION OR WARRANTY.

8.2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL HANGIT, ITS AFFILIATES, MANUFACTURERS, DISTRIBUTORS, SERVICE PROVIDERS, LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE DEVELOPER’S TOOLS, EVEN IF HANGIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANGIT'S CUMULATIVE LIABILITY ARISING FROM THE SERVICES, PRODUCTS AND SOFTWARE PROVIDED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, INDEMNIFICATION, CONTRIBUTION, OR OTHERWISE, SHALL BE LIMITED TO THE DIRECT DAMAGES RECOVERABLE UNDER LAW, BUT NOT TO EXCEED THE GREATER OF 1) US $100 (OR THE EQUIVALENT THEREOF IN ANY OTHER CURRENCY) OR 2) THE FEES YOU HAVE ACTUALLY PAID US IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOU HEREBY RELEASE HANGIT, IT'S MANUFACTURERS, DISTRIBUTORS, SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THIS LIMITATION. ALL CLAIMS BY YOU, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, MUST BE BROUGHT WITHIN TWO YEARS FROM THE DATE THE CAUSE OF ACTION ACCRUES. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. This provision applies notwithstanding any contrary provision in this Agreement.

8.3. Jurisdictional Restrictions. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages or the exclusion of implied warranties, so the above limitations and exclusions may not apply or may be limited in those jurisdictions. However, the parties intend for these limitations and exclusions to apply to the maximum extent allowed under applicable law.

9. INDEMNITY. You agree to indemnify and hold harmless HangIt, its Affiliates and licensors, and each of their respective officers, directors, employees, agents and successors and assigns (each, a “HangIt Indemnitee”), from and against any and all claims, actions, suits, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each HangIt Indemnitee (including but not limited to costs of defense, investigation and reasonable attorneys’ fees) arising out of, resulting from or related to (i) the download, installation, duplication, storage, execution, display, performance, making of derivative works, use or distribution or transfer of any Application or related documentation or any content or materials or derivative works or products used by or in the Applications by any person or entity (except and solely to the extent such infringement is directly caused solely by the unmodified Developer’s Tools, or portions thereof, as supplied to you by HangIt under this Agreement); (ii) any breach of this Agreement by you or your Contractors; and/or (iii) any use, reproduction or distribution of the Developer’s Tools, as modified or integrated by you, or by your Contractor on your behalf, which causes an infringement of any patent, copyright, trademark, trade secret, or other intellectual property, publicity or privacy right of any third parties arising in any jurisdiction anywhere in the world (except and solely to the extent such infringement is directly caused solely by the unmodified Developer’s tools, or portions thereof, as supplied to you by HangIt under this Agreement). If and as requested by HangIt, you agree to defend, at your cost, each HangIt Indemnitee in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing; provided that you shall not settle any claim, action or suit without the prior written consent of HangIt. HANGIT HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU OR YOUR CONTRACTORS HARMLESS UNDER THIS AGREEMENT.

10. FEES. HangIt reserves the right to charge you applicable Service Fee amounts set forth in the Fee Schedule located at www.HangIt.com/servicefees ("Service Fees") or as otherwise set forth in a written agreement between you and HangIt. If and when such Service Fees are implemented and so scheduled, HangIt will notify you of the first adoption of the Service Fee schedule. HangIt will invoice you on a monthly basis for Service Fees. All invoices are due and payable within thirty (30) days of receipt. All amounts due which are not paid when due shall accrue late payment charges on the unpaid amount at the rate of one and one half percent (1.5%) per month or the maximum rate permitted under applicable law, whichever is less, from the date due until the date paid in full, together with any accrued late payment charge. We reserve the right to suspend access to the Solution if you fail to make payments timely.

11. Confidentiality.

11.1 Confidential Information Defined. Confidential Information means all information that HangIt provides to you under this Agreement, including but not limited to the following: (i) information you receive through an API Call or otherwise related to your provision of Your HangIt-enabled Services, (ii) the HangIt Services, the Developer’s Tools, API Credentials, Solution Data, Analytics (and all related information) and all access IDs and passwords, (iii) all information disclosed in writing and marked “confidential”, proprietary,” or with a substantially similar marking, (iv) all information disclosed orally and identified as confidential at the time of the disclosure, and (v) any other information that by its very nature you understand or would reasonably be expected to understand to be HangIt’s confidential information.

11.2 Confidentiality Obligations. You must maintain HangIt's Confidential Information in confidence and must not disclose it to third parties or use it for any purpose other than as necessary and required to perform Your HangIt-enabled Services. In the event that Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify HangIt and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information. Your obligations hereunder shall survive the termination of this Agreement. Except as expressly approved by HangIt’s prior written approval, you shall not make any disclosure or public announcement relating to this Agreement or the subject matter hereof.

11.3 Protection of Confidential Information. You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that HangIt will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond or proof of future damages.

12. Term & Termination.

12.1 Term. This Agreement takes effect on the date that you either: (i) accept the terms of this Agreement or (ii) access and/or use the Developer’s Tools, whichever is sooner.

12.2 Termination. This Agreement shall remain effective until terminated by either party.

12.2.1 Termination by You. You may terminate this Agreement without giving reason by providing us with prior written notice to the address provided in Legal Terms section of this Agreement and deleting and destroying all copies of the Developer’s Tools; the license and other rights granted to you in this Agreement shall terminate. Your termination will be effective upon HangIt’s receipt of notice.

12.2.2 Termination by HangIt. The licenses granted to you by HangIt hereunder and your right to access the Developer Materials terminate immediately and automatically, with or without notice, if you fail to comply with any provision of this Agreement. Additional, we may terminate this Agreement, either with or without cause in our sole discretion, upon notice to you. We reserve the right, regardless of whether we terminate this Agreement, to suspend or deprecate the scope of the services available to you or any of your Applications for any reason, including, without limitation:

(a) You (or an Application from which you make an API Call) violate one or more or the provisions of this Agreement, the HangIt User Agreement, the HangIt Marketing Service (Platform) Terms and Conditions, the HangIt Marketing Service (Platform) Advertising Content Guidelines, the Website, SDK and Marketing Service Platform Privacy Policy, other agreements associated with the Developer’s Tools or the Site (each as may be amended from time to time) or applicable law (including the U.S. Digital Millennium Copyright Act (DMCA) or similar legislation anywhere in the world and any court order or requirement of a government agency);

(b) Your Application or any of its components or features could cause harm to a third party;

(c) You fail to pay HangIt any amounts due under this Agreement or any other agreement you have entered into with HangIt;

(d) We suspend or close your HangIt Account for any reason specified in any agreement which you have entered into with HangIt;

(f) We have reason to believe that the Application or any component thereof (including content included in or transmitted by it), violates HangIt’s or a third party’s Intellectual Property rights, contains objectionable content, a virus or malware;

(g) Your Application poses a legal, regulatory, reputational or financial risk to HangIt, our affiliates or our customers;

(h) You tamper, hack, modify, disrupt, negatively impact or otherwise corrupt the security or functionality of the HangIt Services or servers;

(i) You become insolvent;

(j) You become the subject of any insolvency proceeding, either through your own initiative or because an insolvency proceeding is begun against you and not dismissed within 30 days;

(k) Any significant portion of your assets is attached, seized, or levied on, and the attachment, seizure or levy is not removed within 10 days;

(l) Any significant portion of your assets comes into the possession or control of a receiver, liquidator, trustee or similar administrator; or

(m) You enter into or propose any composition or arrangement with your creditors (or any class of your creditors) concerning your debts.

12.2.3 Effect of Termination. Upon termination of this Agreement, (i) all rights and licenses under this Agreement shall immediately terminate; (ii) you must stop offering and providing the Your HangIt-enabled Services; (iii) you must destroy all HangIt Confidential Information within 7 calendar days of termination, and upon HangIt’s request provide proof of such destruction within 7 calendar days of HangIt’s request for proof; and (iv) you will remain liable for any amounts due or other liability under this Agreement. The following sections of this Agreement will survive termination:

4.1.5 (Retention of Rights), 4.2 (License to HangIt), 4.5.3 (Non-Infringement), 5 (Working with HangIt as a Developer) including 5.6 (Feedback); 6.4 (Application Restrictions), 7 (Privacy; Data Collection and Use) through 20 (Definitions) shall survive the termination of this Agreement.

13. GOVERNING LAW; VENUE. This Agreement is governed and interpreted in accordance with the laws of the state of New York, United States of America, without giving effect to its conflict of laws provisions that would result in the application of the laws of a different state or country. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply. Except as set forth in Section 14 (Dispute Resolution), any claim, lawsuit or proceeding arising out of or related to this Agreement must be brought exclusively in the courts of New York County (Manhattan), New York and you hereby consent to the exclusive jurisdiction and venue of such courts, provided that either party may seek injunctive or other equitable relief in any court with jurisdiction. If any provision (or portion of a provision) of this Agreement shall be held to be illegal, invalid, or unenforceable, the legality, enforceability or validity of the remaining provisions (or portion of the applicable provision) of this Agreement shall not be affected.

14. DISPUTE RESOLUTION. If You are an individual or Entity whose official place of residency or formation is outside of the United States, all disputes, controversies, or claims arising out of, relating to or in connection with this Agreement including the determination of the scope of the Agreement to arbitrate, shall be finally settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (“UNCITRAL”), applicable at the time of submission of the dispute to arbitration, and the following shall apply:

14.1. The American Arbitration Association, ("AAA") shall be the Appointing Authority and shall appoint a single arbitrator. The arbitration case shall be administered by the AAA in accordance with its "Procedures for Cases Under the UNCITRAL Arbitration Rules" ("Rules"). The place of arbitration shall be New York (Manhattan), New York, and the exclusive language to be used for the arbitral proceedings shall be English.

14.2. Nothing herein will prevent HangIt, prior to appointment of the arbitrator, from making application to any court of competent jurisdiction, for any provisional remedy available at law or in equity. Such application shall not constitute a waiver of this Agreement to arbitrate. Upon appointment, the arbitrator shall have exclusive authority to order provisional or interim relief, except that any relief ordered by the arbitrator may be immediately and specifically enforced by a court otherwise having jurisdiction. You waive objection to venue and consent to the personal jurisdiction of the federal courts of New York (Manhattan), New York U.S.A. in any action to enforce this Agreement to arbitrate or any order or award of the arbitrator, or for the provisional or interim remedies provided for herein.

14.3. Discovery shall be limited to written requests for the production of specific documents. The period for requesting documents shall be sixty (60) days commencing upon the day that the answer is due under the Rules. The responding party shall have thirty (30) days to produce the requested documents by sending copies to the requesting party or its representative via a recognized international courier service. Each party will also voluntarily produce all documents that they intend to use at the arbitration hearing and a list of intended witnesses before the close of discovery subject to supplementation for purposes of rebuttal or good cause shown. Each party hereby waives any right to seek any discovery not provided for in this Agreement irrespective of whether the laws of any country provide for different or additional discovery in international arbitration. The arbitrator will hold a pre-hearing conference within three days of the close of discovery and will schedule and hold the final hearing within thirty (30) days of the close of discovery. YOU HEREBY AGREE THAT THE ARBITRATION PROCEDURE PROVIDED HEREIN WILL BE THE SOLE AND EXCLUSIVE METHOD OF RESOLVING ANY OF THE AFORESAID DISPUTES, CONTROVERSIES OR CLAIMS.

15. EXPORT COMPLIANCE ASSURANCES. You acknowledge that all hardware, software, documentation, technology and technical data and information (collectively, "Products") obtained from HangIt and the Applications are subject to the US government export control and economic sanctions laws , including without limitation the Export Administration Regulations ("EAR", 15 CFR 730 et seq., http://www.bis.doc.gov/) administered by the Department of Commerce, Bureau of Industry and Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq., http://www.treas.gov/offices/enforcement/ofac/) administered by the Department of Treasury, Office of Foreign Assets Control ("OFAC"). You represent and warrant that you will not directly or indirectly export, re-export, transfer or release (collectively, "export") any Products or direct product thereof to any destination, person, Entity or end use prohibited or restricted under US laws without respective prior US government authorization to the extent required by applicable regulation. The US government maintains embargoes and sanctions against certain countries listed in Country Groups E:1/2 of the EAR (Supplement 1 to part 740), currently Cuba, Iran, North Korea, Sudan (N) and Syria, but any amendments to the countries under a US embargo or sanction shall apply. You agree not to directly or indirectly employ any Product received from HangIt in missile technology, sensitive nuclear or chemical biological weapons activities, or in any manner export any Product to any party for any such end use. You shall not export Products listed in Supplement 2 to part 744 of the EAR for military end-uses, as defined in part 744.21, to the People's Republic of China. You shall not export any Product to any party listed on any of the denied parties lists or specially designated nationals lists maintained under said regulations without appropriate US government authorization to the extent required by regulation. You acknowledge that other countries may have trade laws pertaining to import, use, export or distribution of Products, and that compliance with the same is Your responsibility. You represent and warrant that you are not a person or Entity that is listed on any United States Government list of prohibited or restricted parties. This Section shall survive the expiration or termination of this Agreement.

You agree to notify HangIt prior to delivery if any Application or other Products to be delivered to HangIt, whether such Application or Products are subject to the International Traffic in Arms Regulations ("ITAR", 22 CFR 120 et seq., http://pmddtc.state.gov/) or the Wassenaar International Munitions List ("IML", http://www.wassenaar.org/). You will notify HangIt’s Export Compliance Department via e-mail at export@HangIt.com with Your part number, purchase order number, Export Control Classification Number (ECCN), and ITAR/IML control number. Additionally, any Applications or Products controlled under the ITAR or IML delivered to HangIt shall be marked in accordance with US export law.

16. COMPLIANCE LAWS.

16.1. You shall, and shall ensure that your Contractors shall, agree to and abide by the terms of this Agreement, abide by all applicable local, state, national, and foreign laws, treaties and regulations in connection with Application(s) and your use of the HangIt Services, including, without limitation, those related to privacy and data collection, international communications, and the transmission of technical or personal data.

16.2. Not in limitation of the foregoing, you represent and warrant to HangIt that, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving HangIt, You, and everyone acting on your behalf, will comply with and will not violate any anti-corruption law or international anti-corruption standards, including but not limited to the U.S. Foreign Corrupt Practices Act. You represent and warrant to HangIt that You have not, and covenant and agree that You will not, and shall ensure that your Contractors do not, in connection with the transactions contemplated by this Agreement or in connection with any other business transactions involving HangIt, make, promise, or offer to make any payment or transfer anything of value, directly or indirectly, to any individual to secure an improper advantage. It is the intent of the Parties that no payments or transfer of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining or retaining business.

17. GOVERNMENT END USERS. If you are acting on behalf of an agency or instrumentality of the U.S. government, the Developer’s Tools, as applicable, are "commercial computer software" and "commercial computer software documentation" developed exclusively at private expense by HangIt. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Software is governed by the terms of this Agreement.

18. NO THIRD PARTY RIGHTS. Excepting the terms and rights applicable to HangIt’s Affiliates as expressly stated herein (which terms and rights such HangIt Affiliates shall be entitled to enforce as third party beneficiaries), the Parties agree and confirm their mutual intention that neither this Agreement nor any of the terms of this Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999, or otherwise, by any person/entity not a direct party to it. Notwithstanding that any term of this Agreement may be or may become enforceable by a person who is not a party to this Agreement, the terms and conditions of this Agreement may be modified or amended, or this Agreement may be suspended, cancelled, rescinded or terminated by the parties as provided herein without the consent of any such third party.

19. MISCELLANEOUS

19.1. Entire Agreement. This Agreement constitutes the entire and exclusive agreement between HangIt and You with respect to The Developer’s Tools and, except as set forth in a signed written agreement that has been negotiated between HangIt and you, supersedes all prior agreements (whether written or oral) and other communications between HangIt and You with respect to the Developer’s Tools.

19.2. No Assignment. You shall not delegate, transfer or assign this Agreement or any of the rights, duties or obligations hereunder (whether voluntarily, by operation of law, or otherwise) without HangIt’s prior written consent. Any attempted assignment, transfer or other delegation, without such consent will be null and void and will constitute a material breach. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors, transferees, and assignees.

19.3. Amendment. Except to the extent that HangIt is expressly precluded by applicable law, HangIt further reserves the right to make changes to this Agreement, including but not limited to as needed to reflect changes in business practices or to reflect changes in or required by law or otherwise, by providing You with reasonable notice of the changes (e.g., which notice may be made by a posting on our website.) You will be responsible for reviewing and becoming familiar with any and all such changes. If you or your Contractors continue to use any portion of The Developer’s Tools after notice of any changes has been provided or posted, you shall be deemed to have accepted any and all such changes.

19.4. Language. This Agreement is entered into solely in the English language, and if for any reason any other language version is prepared by any party, it shall be solely for convenience and the English version shall govern and control in all respects. If you are located in the province of Quebec, Canada, the following applies: The parties hereby confirm they have requested this Agreement and all related documents be prepared in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

20. Definitions.

“Affiliates” means any present or future corporation or other Entity that controls, is controlled by, or is under common control with a party (where control means ownership of more than fifty percent (50%) of the shares, equity interest or other securities entitled to vote for election of directors (or other managing authority)).

“API” means each of HangIt’s proprietary application programming interfaces, which are used by Developers to interface with HangIt’s Services.

“API Call” means a call from an Application via an API to interact with the HangIt Services.

“API Caller” means the person or persons making the API Call to the HangIt Services in Live Access. The API Caller may be the Application operator or Developer. In a case where a person makes an API call on behalf of another person, both persons are API Callers, jointly and severally.

“API Credentials ” means your API username and password, and either an API signature or an API certificate.

“Application” means a third party software application that contains embedded calls to a HangIt API. An Application may run on a web-based or non web-based platform.

“App ID” means the unique identifier assigned to an Application Version that is required to access the API in a testing environment or Live.

“Application Review” means the process through which HangIt, or a third party designated by HangIt, reviews your Application and any information provided by you to decide whether to approve your Application for Live Access.

“Branding Guidelines” means HangIt’s then current logo usage and branding requirements provided or made available by HangIt.

“Contractor” means your independent contractor who develops and/or distributes an Application on your behalf. All of your Contractors must agree to be bound by the terms of this Agreement before receiving access to the Developer’s Tools.

“Data” means that which appears on the Data Schedule.

“Data Schedule” means the data sent to HangIt, as more fully described in the Data Schedule

“Developer” means anyone who accesses or uses the Developer’s Tools, and/or agrees to this Agreement.

“Developer’s Tools” means the APIs, API Credentials, SDKs, Documentation, Live Access, developer websites and portals, technical support, and all other tools, services, content and information made available to you by HangIt through HangIt’s Developer’s websites and/or webpages, including those hosted by HangIt and Github, or any other means.

“Documentation” means all written information provided or made available to you by HangIt including information related to the HangIt Services, Developer’s Tools, Developer’s guides, and reference guides. “Entity” means any corporation (including, without limitation, any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including, without limitation, any limited liability company or joint stock company), firm, enterprise, association, organization, or other legal entity.

“Express Consent” means affirmative consent by a party, as evidenced by a verifiable action. For example, clicking an “I agree” button.

“HangIt Account” means an account set up on the HangIt portal to enable you to use HangIt Services.

“HangIt Marketing Service Platform” means the web based service made available by HangIt to enable you to set up and manage your account and may provide you the ability to establish campaigns and messaging information and locations and in some cases generate analytics and reports (“Analytics”) with respect to Your Application(s).

“HangIt Marks” means the Marks of HangIt including “HangIt” and the head and shoulders logo.

“HangIt Services” means all our products and services and any other features, technologies and/or functionalities offered by us on our website or through any other means.

“Intellectual Property" means any and all intellectual property or proprietary rights under any jurisdiction including without limitation (i) Marks, and all goodwill associated therewith and symbolized thereby; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents, registrations, and applications thereof; (iii) published and unpublished works of authorship, whether copyrightable or not (including without limitation Databases and other compilations of information), copyrights therein and thereto, and registrations and applications thereof,; (iv) trade secrets, (v) all moral rights in the foregoing (that is, the right to claim authorship of or object to the modification of any work); and (vi) all applications, renewals, extensions, restorations and reinstatements of the foregoing.

“Live Access” means the live HangIt production environment that includes live access to the HangIt Services.

“Marks” means the trademarks including registered and common law trademarks, trade names, service marks, logos, domain names and designations of a party or its products and services.

“Place(s)” means any defined location(s).

“SDK” means each of HangIt’s downloadable software developer kits including a package of libraries, applications, associated Documentation, and sample code.

“Solution” means the products and services made available under this Agreement by HangIt comprised of the Developer’s Tools plus any related services including the HangIt Marketing Service Platform provided by HangIt.

“Territory” means the United States.

“Your HangIt-enabled Services” means the products or services that you offer and provide to Your Users using the Developer’s Tools, HangIt Services, or any HangIt User Information. Your HangIt-enabled Services must be provided in accordance with the terms and conditions of this Agreement, and only upon receipt of the HangIt User’s Express Consent.

“Your Users” means end-users of your Application, product, services or other offering.

Effective: March 14, 2015