The terms below (API Terms and Conditions) and the Chartbeat Terms and Conditions at http://www.chartbeat/com/apiterms/ govern your use of the application programming interface and technologies, gateways, functions, software, tools, processes, methods, techniques, know-how, ideas, concepts, designs, documentation, data, materials and information embodied therein or otherwise provided by or on behalf of Chartbeat, Inc. (Chartbeat) hereunder (the Chartbeat API). The Chartbeat API includes all versions, modifications, enhancements, extensions and derivative works of any of the foregoing, as implemented or operated by Chartbeat, from time to time. Chartbeat will announce new releases at http://blog.chartbeat.com/. By using the Chartbeat API, you (User) agree to the terms below and the Chartbeat Terms and Conditions. If you disagree with any of these terms, Chartbeat does not grant you a license to use the Chartbeat API. Chartbeat may modify or discontinue the Chartbeat API or a portion or attribute thereof, or update and change these terms, from time to time without notice. Each time you use the Chartbeat API, the current version of these Chartbeat API Terms and Conditions will apply. Accordingly, when you use the Chartbeat API, you should check the date of the API Terms and Conditions (which appears above) and review any changes since the last version.

1. License. The Chartbeat API is licensed, not sold. Chartbeat grants User a nonexclusive license (without right to sublicense) to use one copy of the Chartbeat API for personal non-commercial use only; provided, however, User's license to use any software owned by third parties and incorporated into or bundled with the Chartbeat API (Other Software) shall be exclusively governed by the applicable license agreement accompanying the Other Software.

2. Restrictions. Except and only to the extent expressly permitted in the Agreement, User shall not directly or indirectly (a) use Chartbeat API to create any software, product or system that is similar to the Chartbeat API, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the Chartbeat API (except and only to the extent expressly authorized by applicable statutory law), (c) sublicense, sell, lease, loan or transfer the Chartbeat API or access or access codes thereto or derive revenues from the use or provision of the Chartbeat API whether for direct commercial monetary gain or otherwise, (d) copy, create derivative works of or otherwise modify the Chartbeat API, (e) use the Chartbeat API in any service bureau arrangement or otherwise for the benefit of any third party, (f) use the Chartbeat API, or allow the transfer, transmission, export or re-export of all or any part of the Chartbeat API or any product thereof, in violation of any export control or other laws or regulations of the US or other relevant jurisdiction, (g) cache or store any content obtained via its use of the Chartbeat API for longer than reasonable periods, (h) use the Chartbeat API in conjunction with any application that constitutes, promotes or is used in connection with spyware, adware or other malicious programs or codes, (i) use the Chartbeat API in any manner or for any purpose that violates any applicable law or regulation or any right of any person or entity, including without limitation intellectual property rights or rights of privacy or publicity, (j) use the Chartbeat API in any manner that adversely impacts the stability of Chartbeat's servers or adversely impacts the behavior of other applications using the Chartbeat API, (k) use the Chartbeat API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in counterfeit goods, items subject to US embargo, hate materials, or the unlicensed sale of regulated products, (l) present the Chartbeat API so that it appears to be available from a third party website, or (m) fail to comply with the Chartbeat Terms and Conditions at http://chartbeat.com/terms/.

3. Obligations. 3.1 Third Party Content. The Chartbeat API may provide access to content owned by Chartbeat users and not by Chartbeat (Third Party Content). User agrees to comply with any and all requirements or restrictions imposed with respect to usage of such Third Party Content by its respective owners. User is solely responsible for making use of Third Party Content in compliance with the owners' requirements or restrictions. If the owner of any Third Party Content requests the removal of such Third Party Content from a User website or application that makes use of the Chartbeat API (User Website), User agrees to comply with such request within 24 hours following receipt of such request.

3.2. Privacy Policy. User will disclose in each User Website a privacy policy or similar document describing how User collects, uses, stores and discloses data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements to users of the User Website, collect information directly from users of the User Website, and place or recognize cookies on such users' browsers.

3.3. Branding. User agrees to the following: (a) on every website page that makes use of the Chartbeat API, User shall display a logo crediting Chartbeat, which may be selected from those logos available at http://chartbeat.com/about/ using the delivery mechanism specified at that URL, which logo may not be edited in any fashion; (b) it may not otherwise use the Chartbeat logo without specific written permission from Chartbeat; and (c) any use of the Chartbeat logo on a website page shall be less prominent than the logo or mark that primarily describes the User Website, and User's use of the Chartbeat logo shall not imply any endorsement of the User Website by Chartbeat.

3.4 Confidentiality. All calls to the Chartbeat API must reference the API key issued to User as an approved subscriber. User agrees to keep the API key confidential, and not to share it with any third party. This license is personal to you, and any affiliates must seek and obtain their own license and API key.

4. Ownership; No Implied License. The Chartbeat API and Chartbeat logos are protected by copyright, trademark, service mark, and/or other intellectual property rights laws of the US and other countries. Chartbeat's rights apply to the Chartbeat API and all output and executables of the Chartbeat API excluding any software components developed by User which do not themselves incorporate the Chartbeat API or any output or executables of the Chartbeat API. Except for the limited license expressly granted herein, no other license is granted, no other use is permitted and Chartbeat (and its licensors) shall retain all right, title and interest in and to the Chartbeat API and Chartbeat logos.

5. Fees. The Chartbeat API is available free to Chartbeat users; however, for certain types of commercial applications or for a certain rate of usage of the Chartbeat API, Chartbeat reserves the right to charge fees. In order to use the Chartbeat API, User must obtain an API key from Chartbeat. The API key must be part of each and every call User makes to the Chartbeat API service, regardless of the HTTP method used by User. If Chartbeat determines that User's use of the Chartbeat API is commercial, User's request for an API key may be granted subject to User's payment of license fees. An application is considered a commercial application if: (i) the primary purpose of User's application is to derive revenue, (ii) User charges its users a fee for products or services including integration using the Chartbeat API, (iii) User sells services to Chartbeat users and uses the Chartbeat API to bring Chartbeat users' content into User's service, or (iv) User's site is a "destination" site that uses Chartbeat videos to drive traffic and generate ad revenue. Chartbeat may monitor the User Website over time to ensure continued compliance with the appropriate type of API key.

6. Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE CHARTBEAT API, OTHER SOFTWARE, THIRD PARTY CONTENT AND CHARTBEAT LOGOS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CHARTBEAT DOES NOT WARRANT THAT THE CHARTBEAT API OR OTHER SOFTWARE WILL MEET USER'S REQUIREMENTS OR BE ERROR-FREE, ANY OPERATIONS OR TRANSMISSIONS WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, ANY THIRD PARTY CONTENT WILL BE TRUTHFUL, ACCURATE, RELIABLE OR COMPLETE OR THAT ANY RESULTS CAN BE ACHIEVED. TO THE FULLEST EXTENT PERMITTED BY LAW, CHARTBEAT HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE CHARTBEAT API, OTHER SOFTWARE, THIRD PARTY CONTENT AND CHARTBEAT LOGOS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

7. Indemnification. User agrees to (a) defend Chartbeat and its affiliates and their directors, officers, suppliers, employees and agents (Chartbeat Indemnitees) against any third party claim arising from or in any way related to its use of the Chartbeat API, Chartbeat Data, or Chartbeat brand & logos, including but not limited to any claim that the User Website, the content of the User Website, or any products developed under this Agreement by User, infringe upon or violate any third party's intellectual property rights, and (b) indemnify the Chartbeat Indemnitees for settlement amounts, liabilities, costs and expenses awarded and arising out of such claim. A Chartbeat Indemnitee shall give User (a) prompt written notice of any such claim or allegation, (b) control of the defense and settlement thereof (provided that any settlement of such claim that does not contain an unconditional release of the Chartbeat Indemnitee will require the prior written consent of such Chartbeat Indemnitee) and (c) reasonable assistance in such defense or settlement.

8. Limited Liability. EXCEPT TO THE EXTENT THAT ANY LIMITATION OF LIABILITY IS PROHIBITED BY APPLICABLE LAW, In no event shall CHARTBEAT (or its LICENSORS, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES OR DATA PROVIDERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF thE agreement, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS or inaccuracy of data, loss or interruption OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL or (D) damages, in the aggregate, in excess of the FEES PAID BY USER TO CHARTBEAT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THE AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU.

9. Term and Termination. The license granted herein continues in effect until terminated by either party. User may terminate the license by discontinuing use of the Chartbeat API. Chartbeat may terminate this license at any time for any reason or no reason. User's rights to use the Chartbeat API terminate automatically if (i) User violates any of the API Term and Conditions, (ii) Chartbeat publicly posts a written notice of termination on chartbeat.com, (iii) Chartbeat sends a written notice of termination to User, or (iv) Chartbeat disables access to the Chartbeat API to User. All remedies for breach, and the provisions of Section 2, and Sections 4 through 13 shall survive any termination of the API Terms and Conditions.

10. Assignment. This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred by User. Any attempted transfer in violation hereof will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.

11. Publicity. User hereby consents to Chartbeat's inclusion of its name in User listings that may be published as part of Chartbeat's marketing efforts.

12. Independent Contractors. The parties shall be independent contractors in their performance under this Agreement, and nothing contained herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose. While User may publicly refer to the fact that User has implemented the Chartbeat API, User agrees not to make other public statements that assert or imply any other relationship with Chartbeat, Inc., with Chartbeat's prior written approval.

13. General. The Agreement constitutes the entire agreement, and supersedes all prior negotiations and agreements (oral or written), between the parties concerning the subject matter hereof. The Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of laws provisions. The UN Convention on Contracts for the International Sale of Goods will not apply. Exclusive jurisdiction and venue for any action hereunder is in the federal and state courts located in New York. Any breach of Section 2 (Restrictions) will cause irreparable harm to Chartbeat for which money damages are not an adequate remedy. Therefore, in addition to any other remedy, Chartbeat shall be entitled to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys' fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained. No modification, waiver or consent hereunder will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights at any time shall not be construed as a waiver. Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and enforceable.