Updated 10/8/13

Please read these Terms of Use carefully. The tools, Software, Documentation, Reports (each of the foregoing, as defined below) and other services (collectively, the "Service") of Apsalar, Inc. (“Apsalar”) is subject to these Terms of Use. BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN (collectively, this "Agreement"). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein, INCLUDING WITHOUT LIMITATION, Apsalar’s right to use all data collected and analyzed by the Service.

Use of this Service

Under this Agreement, Apsalar may allow you to access the Apsalar Service via Apsalar’s API by using Apsalar's SDK, as defined below, in your mobile applications. The Apsalar Service is provided using Apsalar’s software and technology, such as Apsalar's ApFeedback, ApTimizer, and ApScience services. The software and technology used by Apsalar to provide the Apsalar Service is referred to in these Terms of Use as “Tools.” In addition, Apsalar may provide you with on-line access to a variety of reports (the "Reports") generated by the Tools. The Tools analyze data collected by the SDK and the APIs. This data consists of non-personally identifiable information regarding the behavior and usage patterns of users on your and other mobile applications (including as defined in the Privacy Policy (as defined below), "User Data"). The collection of User Data is subject to terms of Apsalar's Privacy Policy available at http://apsalar.com/privacy-policy/ (or such other URL as Apsalar may provide from time to time), as such policy may be reviewed and revised by Apsalar in accordance with the terms thereof (the "Privacy Policy").

Changes to This Agreement

Apsalar reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, in its sole discretion. Your continued use of all or any part of the Service following the notification of such changes or modifications will be deemed as constituting your immediate acceptance of such changes or modifications.

Registration

To register for the Service, you must complete the registration process at http://apsalar.com/login/?action=register by providing Apsalar with current, complete and accurate information, which you agree to keep updated promptly upon any changes thereto. You shall protect your passwords and take full responsibility for your accounts for the Service. You are solely responsible for any and all activities that occur under your account. You agree to notify Apsalar immediately upon learning of any unauthorized use of your account or any other breach of security.

Reports

Subject to the terms and conditions of this Agreement, you may remotely access and view the Reports stored at http://apsalar.com.

Limited Licenses

Tools, API and Documentation. In the course of using the Service, you may make use of or have access to the Tools, API, and documentation provided by Apsalar at http://apsalar.com/documentation/ (“Documentation”). Apsalar hereby grants to you a nonexclusive, limited, non-transferable, revocable and non-sublicensable license to use the Tools via the Service, and to use the API and Documentation. The Documentation may include sample software code. You may use and modify this code, but no right to distribute the sample code is granted.

SDK. Apsalar provides its SDK to you in source code format. Apsalar hereby grants to you a nonexclusive, limited, non-transferable, revocable and non-sublicensable license to install, use, and copy Apsalar's SDK for the purpose of developing and operating your mobile applications. You may include the SDK, in object code format only, in your mobile applications, and distribute your mobile applications that include the SDK. All such distribution must be subject to an end user license that (a) grants only a limited license to use the application on the applicable mobile device, (b) disclaims all warranties and liabilities on behalf of Apsalar, and (c) prohibits decompilation and reverse engineering. Use of an end user license that meets the minimum requirements for end user licenses of the Apple Store (at http://www.apple.com/legal/itunes/appstore/dev/minterms/) will be deemed to satisfy this requirement.

General. The licenses granted above are granted to you: (a) subject to the restrictions in this Section, (b) solely to the extent necessary to use the Service for mobile applications that are marketed under your brands and trademarks, (c) solely for use in accordance with all applicable laws, statutes, and regulations, including, without limitation, copyright, trademark and other intellectual property laws; and (d) only so long as you maintain a developer account for the Services in good standing. These Terms of Use do not grant the right to you, and you shall not (1) modify the SDK, (2) decompile, reverse engineer or otherwise attempting to derive the source code for any of the Software (except to the extent applicable laws specifically prohibit restriction of such activities); or (3) use the Software or Documentation other than for its intended purpose. Apsalar hereby reserves all rights not expressly granted herein.

Any use of any licensed materials other than as specifically authorized herein, without the prior written permission of Apsalar, is strictly prohibited and will be deemed a material breach of this Agreement, in which case the licenses granted herein will terminate immediately and without notice.

Customer References for Free Services. If you use an Apsalar product or Service that Apsalar provides free of charge (i.e. ApScience or ApFeedback), you agree that Apsalar may display your company name, trademarks or logos and app images on Apsalar’s customer reference page or otherwise as necessary to provide the Service.

Information Collection

As a condition of your access to the Service, you agree that Apsalar has the right to retain, use, and publish, subject to the terms of its Privacy Policy, information collected in your use of the Service, including without limitation, User Data. Apsalar will not disclose to any third parties any User Data collected by the Service from your mobile applications in a manner that contains or reveals any personally identifiable information or is specifically attributable to you, your mobile applications or your customers. You will not (and will not allow any third party to) use the Service to track or collect personally identifiable information of mobile applications users, nor will you (or will you allow any third party to) associate any data gathered from your mobile application(s) (or such third parties' mobile application(s)) with any personally identifying information from any source as part of your use (or such third parties' use) of the Service. You agree that you have and will (and will use commercially reasonable efforts to cause any third parties to) abide by an appropriate privacy policy and will (and will use commercially reasonable efforts to cause any third parties to) comply with all applicable laws and third-party regulations and guidelines applicable to your mobile applications and your use of the Services, including without limitation those promulgated by Apple Inc. and Google Inc., relating to the collection, transmission, maintenance, processing, use, etc. of information from visitors to your mobile applications, including without limitation obtaining consent of such visitors as may be required or advisable pursuant to any of the foregoing. Without limiting the generality of the foregoing, you must post a privacy policy and that policy must provide notice of your use of visitor identification technology that, as applicable, collects, transmits, maintains, processes, uses, etc. anonymous traffic data.

In addition, you represent and warrant that (a) your mobile application is not directed to children, (b) you do not have actual knowledge that you are collecting personal information directly from users of another website or online service directed at children, and (c) you will immediately notify Apsalar if you become aware that you have collected personal information from children through your mobile application and will identify the applicable information in sufficient detail so that Apsalar can remove it from its files.

Indemnification

You agree to indemnify, hold harmless and defend Apsalar, its parents, subsidiaries, affiliates, officers, agents and employees from and against any and all third party claims and all related losses, expenses, liabilities, costs (including, without limitation, attorneys' fees and other litigation expenses) or damages incurred by any and all of them arising out of or relating to your use of the Service, breach of this Agreement, violation or infringement of any third party intellectual property or proprietary rights, or fraud, gross negligence or bad faith. Apsalar reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Third Parties

If you use the Service on behalf of any third party, you represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, that third party. You shall ensure that each third party is bound by and abides by the terms of this Agreement and the Privacy Policy. You agree to indemnify, hold harmless and defend Apsalar and its parents, subsidiaries, affiliates, officers, agents and employees, at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, attorneys' fees and other litigation expenses) incurred by any and all of them, arising out of or relating to (a) any representations and warranties made by you concerning any aspect of the Service; (b) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Service; (c) violations of your obligations of privacy to any third party; and (d) any claims with respect to acts or omissions of third parties in connection with the Service. Notwithstanding the foregoing, Apsalar reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Disclaimer of Warranties and Limitation of Liability

The information and services included in or available through the Service, including the Reports, may include inaccuracies or typographical errors. Apsalar may make improvements and/or changes in the Service at any time, with or without notice. You specifically agree that Apsalar shall not be responsible for unauthorized access to or alteration of the User Data or data from your mobile applications.

Apsalar disclaims any and all warranties, express, implied or statutory regarding the service to the full extent permitted by law. Without limiting the generality of the foregoing, the service is provided "as-is" and without warranties of any kind, including, without limitation, any warranties of performance or implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Further, Apsalar does not make, and has not made, any representation or warranty that service is accurate, complete, reliable, current, error-free, or virus-free or that the operation of the service will be uninterrupted. Some states do not allow exclusion of an implied warranty, so this disclaimer may not apply to you.

In no event shall Apsalar, its subsidiaries, affiliates or any of their respective directors, officers, employees or agents, be liable to you or any other person or entity, under any theory, including without limitation negligence, for damages of any kind arising from or related to the Service, including the tools, Software, Documentation, Reports or other services, or any information, content or materials in or accessible through any or all of the foregoing, including, but not limited to, direct, indirect, actual, incidental, punitive, special or consequential damages, lost income, revenue or profits, lost or damaged data, or other commercial or economic loss, that result from your use of, or inability to use, the Services, even if Apsalar has been advised of the possibility of such damages or such damages are foreseeable. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the limitations or exclusions in this and the foregoing paragraph may not apply to you.

In no event shall the total liability of Apsalar or any of the above-referenced persons or entities, under any theory, arising out of or relating to this Agreement exceed $1.00.

Termination

Apsalar reserves the right to discontinue offering the Service or to modify the Service at any time in its sole discretion. If you are dissatisfied with any aspect of the Service at any time, your sole and exclusive remedy is to cease using it. Notwithstanding anything contained in this Agreement to the contrary, Apsalar may also, in its sole discretion, terminate or suspend your access to the Service at any time. Upon any termination of this Agreement, Apsalar will cease providing the Service, and you will promptly delete all copies of Apsalar's tools site code from your mobile applications and certify in writing to Apsalar as to such deletion within two (2) business days of such termination.

Jurisdiction

The formation, construction and interpretation of this Agreement, and your use of the Service, shall be controlled by the laws of the State of California, giving no effect to choice of law provisions. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in San Francisco, California, U.S.A. You hereby irrevocably and unconditionally submit to the personal jurisdiction and exclusive venue of these courts.

Survival; Entire Agreement

If any provision of this Agreement is held to be unlawful, void or for any reason unenforceable, that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of the remaining provisions. From time to time, Apsalar may provide access to additional services for you to use in connection with your mobile applications. Some of these additional services may be subject to separate terms and conditions in addition to this Agreement. If you elect to use such services, your usage will also be subject to those separate terms and conditions. In the absence of a definitive agreement mutually executed by you and Apsalar or other terms and conditions to the contrary, this Agreement and the Privacy Policy constitute your entire agreement with Apsalar with respect to its subject matter, and supersedes any other previous written terms and any oral or promotional statements regarding such subject matter.

No Waiver; Legal Costs

Any waiver of enforcement of any term or condition of this Agreement or any breach thereof, in any one instance, shall not constitute a waiver of such term or condition or any subsequent breach thereof. If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.