Developer API Terms of service

Last revision date: November 12, 2008

Evri API Conditions of Use

The terms and conditions set forth below (this “Agreement”) govern your use of the Evri API (as defined below). If you are an individual acting as a representative of a corporation or other legal entity that wishes to use the Evri API, then you represent and agree that you enter into this Agreement on behalf of such entity, and that all provisions of this Agreement will bind that entity as if it were named in this Agreement in place of you. BY ACCEPTING THESE TERMS AND CONDITIONS, OR BY USING OR ACCESSING ANY PORTION OF THE EVRI API, YOU IRREVOCABLY AGREE TO THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF (AND, IF YOU ARE EMPLOYED BY OR OTHERWISE REPRESENT ANY CORPORATION OR OTHER LEGAL ENTITY THAT WISHES TO USE THE EVRI API, THAT ENTITY) TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE EVRI API.

Section 1: Definitions

Whenever used in this Agreement with initial letters capitalized, the following terms will have the meanings attributed to them below (and other terms used in this Agreement with initial letters capitalized will have the meanings attributed to them elsewhere in this Agreement). Further, whenever the terms “include”, “includes”, “including”, “for example”, “e.g.‚” or other similar terms are used in this Agreement, they will be deemed to include the words “without limitation” immediately thereafter.

“Call” means an automated call or other data retrieval request delivered to or through the Evri API in accordance with the Evri API Documentation.

“Data Repository” means any spreadsheet, database, physical document, server, network, or other repository of information, whether centralized or distributed.

“Developer Application” means an Application that interfaces with the Evri API and all services offered through or in connection with such Application (whether such Application is hosted on your site, a third party site, the Evri Site, or is client-resident).

“Developer Application Content” means any data, images, text, content, code or other copyrightable materials or other information or materials of any kind (other than any Evri Properties) that is included in, provided through or used in connection with your Developer Application or otherwise provided by you to Evri, or that you have uploaded to our servers or have directed us to download or otherwise obtain from third party Applications or other sources.

“Evri” or “us” (and conjugations thereof as required by the context) means Evri, Inc. and/or its corporate affiliates collectively.

“Evri API” means a set of APIs and services provided by Evri that enable websites and applications (collectively, “Applications”) to retrieve data made available by Evri and/or retrieve authorized data from other Applications. The term “Evri API” includes any data, images, text, content, code, APIs, tools, Evri User Information, information regarding connections between or among any people, places, things or other entities or concepts, or other information or materials provided by Evri through or in connection with such APIs and services (collectively, the “Evri Properties”).

“Evri API Documentation” means the technical documentation applicable to the Evri API made available by Evri from time to time at http://www.evri.com/api.html (or such other URL as Evri may designate from time to time).

“Evri Site” means that web site, the primary home page of which is accessible through the URL http://www.evri.com.

“Evri User” means a human user of the Evri Site.

“Evri User Information‚” means data or other information pertaining to a particular Evri User (including any information that can be used to personally identify an Evri User).

“Intellectual Property Rights” means any patent rights, copyright, trade secret rights, trademark rights (including rights in trade names, trade dress, service marks, URLs or other source of business identifiers), rights in industrial property and industrial designs, moral rights and all other intellectual property or proprietary rights arising under the laws of any jurisdiction worldwide, including all rights or causes of action for infringement or misappropriation of any of the foregoing, and all rights in any registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues for any of the foregoing.

Section 2: Certain Conditions of Use

Your use of the Evri API and all portions and features thereof (including the Evri Properties) is subject to this Agreement, and also to the Evri Site Terms of Use, the Evri API Documentation and any other guidelines and policies promulgated by Evri from time to time and posted on the Evri Site (the “Developer Application Guidelines”), each of which is incorporated into this Agreement by this reference.

A. Certain General Requirements. Subject to the terms and conditions of this Agreement:

1) You may create Developer Applications;

2) Your Developer Applications may access and use Evri Properties through the Evri API;

3) As provided in the Evri API Documentation, your Developer Applications may make Calls at any time that the Evri API is available. We may at any time, and over any given period of time, limit the number of Calls any Developer Application may send to the Evri API, or prohibit any Developer Application from sending Calls to the Evri API, as we deem appropriate in our sole discretion;

4) Except as provided in Section 2(A)(5) below, within fourteen (14) days after you obtain any Evri Properties (or such other period of time as Evri may specify from time to time), you must delete such Evri Properties from any Developer Application and any Data Repository in your possession or under your control, and cease use of such Evri Properties. Subject to the terms of this Agreement (including the preceding sentence) you may thereafter make Calls to obtain fresh Evri Properties for use in your Developer Application. If you wish to seek an exemption from the foregoing requirement (e.g., in connection with academic research), please submit your request to us (including a detailed description of your proposed use of the Evri Properties) to us at api- licensing@evri.com;

5) You may store and use any Evri Properties that are explicitly identified in the Evri API Documentation as being storable for a period of time longer than fourteen (14) days for such period of time as is specified in the Evri API Documentation; provided, however, that you may not continue to use, and must immediately remove from any Developer Application and any Data Repository in your possession or under your control, any such Evri Properties: (a) after the expiration of the time for which those Evri Properties may be retained as specified in the Evri API Documentation from time to time; (b) upon notice from Evri (including if we notify you that a particular Evri User has requested that their Evri User Information be made inaccessible to that Developer Application); or (c) upon any termination of this Agreement or any termination or suspension of your use of the Evri API;

6) You will at all times comply: (a) with all applicable local, state, national, and international laws and regulations, including all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control in connection with your use of the Evri API, (b) obtain and maintain all licenses, permits and other permissions necessary in connection with your Developer Application, and (c) if your Developer Application involves payments from Evri Users or payment or account information, comply with all rules and regulations of any applicable payment network or association (e.g., Visa, MasterCard, Star, Plus), including the Payment Card Industry Data Security Standard;

7) You will not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any Evri Properties to any country (or national thereof) without obtaining any required prior authorizations from the appropriate government authorities;

8) You will not use the Evri API or any of your Developer Applications, and your Developer Application will not be designed:

(i) in a manner that infringes, violates or misappropriates any third party’s intellectual property rights or other proprietary rights;

(ii) in a manner that is misleading, deceptive or fraudulent;

(iii) to engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines;

(iv) in a manner that is illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;

(v) in any manner that might be libelous or defamatory, or in a way that is otherwise malicious or harmful to any person or entity, or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age;

(vi) to request, collect, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Evri Users, or to proxy authentication credentials for any Evri Users for the purposes of automating logins to the Evri Site;

(vii) to impersonate any person, or to obtain access to the Evri Site without authorization;

(viii) to enable you to personally identify any Evri User except with their express consent;

(ix) for the primary purpose of facilitating the distribution of copyrighted content without the authorization of the copyright holder;

9) Without limiting your other obligations under this Agreement, with respect to your usage of the Evri API and any installation and use by any Evri Users of your Developer Applications, you agree to implement and observe standards of privacy and confidentiality for the collection, use and sharing of any data related to any Evri User that are at least as stringent and user-favorable as the standards set forth in the Evri Privacy Policy;

10) You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Evri Site or the Evri API, or any portion or feature of either;

11) You will provide any information and/or other materials related to your Developer Applications reasonably requested by Evri from time to time to verify your compliance with this Agreement. If any of your Developer Applications are available online, you acknowledge and agree that Evri may crawl or otherwise monitor your Developer Applications for the purpose of verifying your compliance with this Agreement, and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and/or our affiliates or agents may use technical means to overcome any methods used on your Developer Applications to block or interfere with such crawling or monitoring). If any of your Developer Applications are client-resident (including on a mobile device), you agree to furnish a copy of such Developer Applications and any supporting documentation upon request, which Evri will use solely for the purpose of verifying your compliance with this Agreement and for any other purposes you consent to;

12) You will not, in any Conditions of Use or license agreement applicable to any of your Developer Applications, or otherwise, impose or purport to impose any obligation on any person, or grant or purport to grant any right, power or authority to yourself or any other person, that would be inconsistent with this Agreement, and you agree that any such obligation, right, power or authority purportedly imposed or granted shall be null and void ab initio.

B. Presentation and Distribution

1) Your Developer Applications may display Evri Properties retrieved through the Evri API in any format you choose, subject to the terms and conditions contained in this Agreement; provided that, you may not display or provide (or assist any third party to display or provide) to any person any Evri Properties that such person would not properly have been able to access through the Evri Site. For the avoidance of doubt, the foregoing will not prohibit you from displaying or providing any information that you collect entirely independently of the Evri Site and the Evri API, even if such information is identical to information contained in Evri Properties;

2) You may not edit or modify Evri Properties (including by changing their order or rank in any list or other sequential presentation provided by Evri, or by altering or re-directing any hyperlinks, URLs or other navigational information included in any Evri Properties) in any way, except with respect to graphic images, to re-size such images while maintaining the same relative proportions of the image.

3) You may not remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on or contained within the Evri API (including any Evri Properties).

4) You may not store any Evri Properties in any Data Repository which enables any third party to access or share the Evri Properties without our prior written consent.

5) You may not sell, resell, lease, redistribute, license, sublicense or transfer all or any portion of the Evri API or Evri Properties, or use or store any Evri Properties for any purpose other than as specifically authorized herein.

6) Your Developer Applications may not be designed or implemented a way that might mislead a user into believing he or she is interacting directly with the Evri Site when interacting with any of your Developer Applications, or that any of your Developer Applications were created by or are endorsed by Evri, as determined by Evri in its sole discretion. If you are directly collecting any personally identifiable information from any user, it must be clear that the information is being collected directly by you, and not by Evri, and you must clearly post a link to your privacy policy at the point such information is collected. Such privacy policy must be at least as stringent and user- favorable as the Evri Privacy Policy and you must fully comply with such policy in the collection, use and storage of such personal information, as well as complying with any privacy settings selected by the user for their Evri account of which you are aware.

7) Subject to Evri‚Äôs prior consent, you may be permitted to present your Developer Applications in a “frame” on pages of the Evri Site or otherwise display or permit Evri Users to display your Developer Applications on the Evri Site. If you choose to do so, and Evri consents to your doing so, you grant Evri the right to (a) link to your Developer Applications (and any Developer Application Content provided through your Developer Application) and (b) “frame” or otherwise display and permit third parties to display navigational elements and content (including advertising and promotional content) in conjunction with your Developer Applications and any Developer Application Content displayed on or linked to from the Evri Site.

C. Confidential Information

The term “Evri Confidential Information means any information of or relating to Evri that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Evri or that is not generally known or readily ascertainable to the public, including nonpublic information regarding the Evri API (including the Evri Properties) and Evri’s products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Evri Confidential Information remains the property of Evri, and no license or other right in any Evri Confidential Information is granted hereby. You will not disclose any Evri Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If you are a corporate entity, you will limit your internal distribution of Evri Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Evri Confidential Information for the benefit of anyone other than Evri. Upon Evri’s written request, you will destroy or return to Evri all Evri Confidential Information in your custody or control. In addition to the terms of this provision, you and Evri will continue to be subject to any non-disclosure agreement that you and Evri have entered into separately. This provision will survive any termination of this Agreement.

D. Copyright Complaints; Repeat Infringer Policy

You agree to take whatever actions are necessary or are requested by Evri to enable us to comply with our Evri Copyright Policy and the take-down and other provisions of the Digital Millennium Copyright Act (“DMCA”) or other applicable laws and regulations with respect to your Developer Applications and/or Developer Application Content. In addition, you acknowledge that in accordance with the DMCA and other applicable law, Evri has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users and developers who are deemed to be repeat infringers, and that you agree that you will, if requested by us, take reasonable steps to terminate access to your Developer Application for any user who we identify to you as a repeat infringer.

E. Customer Service.

You agree to provide Evri with an e-mail address to which inquiries from Evri Users regarding your Developer Application may be directed. You acknowledge and agree that you are solely responsible for providing all support and other information regarding your Developer Application to Evri Users.

Section 3: Fees and Inclusion of Content

We reserve the right to charge fees for using the Evri API and/or any individual features thereof (including fees for exceeding usage thresholds set by us) and/or to require the inclusion of advertisements, links to the Evri Site or other content in any Developer Application that makes use of any Evri Properties at any time in our sole discretion. If we do charge a fee or require the inclusion of any content in exchange for using the Evri API or any feature thereof, you do not have any obligation to continue to use the Evri API or the applicable feature. However, if you do: (i) we reserve the right to specify the manner in which any fee will be calculated, the terms on which you will be invoiced and charged and the terms of payment; and (ii) any and all fees payable by you pursuant to this Agreement are expressed exclusive of all taxes and duties, including Value Added Tax (“VAT”) or any similar applicable sales tax. In addition to such fees payable, you will pay any sales, use, value-added or import taxes, customs duties or similar taxes that may be assessed by any state and/or jurisdiction (collectively, “Taxes”) that Evri is legally required to charge on the applicable fees under this Agreement. If requested to do so by Evri, or as otherwise required by applicable law, you will supply your VAT identification number to Evri. We may also change the fees, fee structure or types of content required to be included in connection with use of the Evri API or any feature thereof at any time in our sole discretion, and in such event your continued use of the Evri API or such feature constitutes your agreement to such change (provided, that you will not have any obligation to continue to use the Evri API or such feature).

Section 4: Ownership and Licenses

As between you and Evri: (a) you retain all right, title and interest in and to, and Evri obtains no rights of any kind (other than the rights and licenses expressly granted in this Agreement) in, the Developer Applications you create and in the Developer Application Content, and all associated Intellectual Property Rights (subject to Evri’s underlying rights in the Evri API and Evri Site); and (b) Evri retains all right, title and interest in and to, and you obtain no rights of any kind (other than the rights and licenses expressly granted in this Agreement) in, the Evri API (including all Evri Properties), the Evri Site, the Evri API Documentation, any derivative works of any of them, and all associated Intellectual Property Rights.

You are granted a limited, nonexclusive, revocable license, during the term of this Agreement, to access the Evri API and the Evri API Documentation solely as necessary to run Developer Applications that meet all the requirements and conditions set forth in this Agreement, and to display any Evri Properties provided to you via the Evri API in accordance with the terms of this Agreement. Evri has the right at any time in its sole discretion, and immediately upon notice, to terminate the foregoing licenses and any other licenses and rights granted in this Agreement and to request that you delete all such Evri Properties and all materials containing any Evri Properties that are in your possession or control, and you will promptly comply with any such request. ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS AGREEMENT ARE HEREBY RESERVED BY EVRI ON BEHALF OF ITSELF AND ITS LICENSORS.

You acknowledge that when your Developer Application uses or accesses the Evri API, certain information will be transmitted to us (including your application ID, the text of documents your Developer Application may be operating on and other information). You hereby grant us a worldwide, perpetual, irrevocable, non-exclusive right and license, with the right to sublicense, to:

(a) access, reproduce, display, distribute, perform, and store on our servers any Developer Application Content or other information made available to us through the Evri API or otherwise in connection with your Developer Application, and to create derivative works of such Developer Application Content and other information, as may be necessary or desirable to facilitate the operation of your Developer Application; and (b) otherwise access, use and analyze any such Developer Application Content and other for our internal business purposes (e.g., for the purposes of targeting delivery of advertisements or other content to persons who have viewed particular types of Developer Application Content). You understand and agree that Developer Application Content that is displayed on the Evri Site may continue to appear on the Evri Site, even after you have terminated access to your Developer Application or terminated this Agreement, as such Developer Application Content may have been incorporated into user profiles, news feeds or other features, and that such usage may continue indefinitely.

In addition, we may, at our discretion, provide you with a means to submit your Developer Application to be hosted by us. If we choose to do so, and you elect to have us host your Developer Application, you grant us a worldwide, perpetual, irrevocable, non-exclusive right and license, with the right to sublicense, to access, use, reproduce, store and operate your Developer Application on our servers as necessary to make such Developer Application available.

You understand and acknowledge that Evri may be independently creating Applications, content and other products or services that may be similar to your Developer Applications and Developer Application Content, and nothing in this Agreement will be construed as restricting or preventing Evri from creating and fully exploiting such Applications, content and other items, without any obligation to you. You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas or other feedback or materials to us related to the Evri API or Evri Site (collectively, “Feedback”). If you elect to provide us any such Feedback, you assign and agree to assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account. You agree to promptly take such actions as Evri may reasonably request from time to time (including execution of affidavits and other documents) to effect, perfect or confirm Evri’s ownership rights as set forth in this Agreement.

Section 5: Certain Developer Obligations, Representations and Warranties

A) You acknowledge that you are solely responsible for, and that Evri has no responsibility or liability of any kind for, the development, operation, and maintenance of your Developer Applications and for all Developer Application Content or other materials that appear on or within your Developer Applications. For example, you will be solely responsible for:

B) You represent, warrant and covenant to us that:

(1) you have all rights necessary to properly grant us all of the rights and licenses set forth in Section 4 above and elsewhere in this Agreement without violating the rights of any third party,

(2) your Developer Applications, Developer Application Content, and the use thereof by Evri and Evri Users do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights or any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person or entity,

(3) you do now, and at all times you provide a Developer Application will: (a) comply with all applicable local, state, national and international laws and regulations, including all applicable export control laws and regulations and country-specific economic sanctions implemented by the United States Office of Foreign Assets Control in connection with your use of the Evri API, (b) maintain all licenses, permits and other permissions necessary in connection with your Developer Applications, and (c) if your Developer Application does or will involve payments from Evri Users or payment or account information, comply with all rules and regulations of any applicable payment network or association (e.g., Visa, MasterCard, Star, Plus), including the Payment Card Industry Data Security Standard;

(4) our downloading or accessing of any Developer Application Content from third party servers or other third party sources as directed by you or your Developer Application does not and will not violate any contractual or legal obligation imposed on us or you (e.g., any prohibition on downloading or accessing content or using content for commercial purposes that may be contained in the “Conditions of Use” or similar terms applicable to any website from which you or your Developer Application direct us to download or access any Developer Application Content);

(5) the Developer Application Content will not be obscene, defamatory, fraudulent or otherwise illegal in any jurisdiction and will otherwise comply with all user conduct and user content rules set forth in the Evri Site Terms of Use, the Evri API Documentation and the Developer Application Guidelines;

(6) neither your Developer Applications nor any Developer Application Content contains or will contain any virus, worm, Trojan horse, adware, spyware or other malicious code.

(7) your Developer Application and the Developer Application Content will at all times comply with the terms of this Agreement and any Developer Application Guidelines; and

(8) you will provide Evri with information about a particular Evri User of your Developer Application if Evri reasonably believes that such information is necessary to prevent or investigate the commission of a crime.

Section 6: Publicity; Trademark Usage

A) You and we may generally publicize your use of the Evri API; provided, however, that you may not issue or consent to any press release (including to the Internet press, e.g., any blogs) with respect to the Evri API or this Agreement without our prior written consent. Evri may, at any time in its sole discretion, prepare and issue press releases, statements, and promotional and other materials mentioning and/or describing the Developer Applications you have created using the Evri API, identifying you as the developer of such Developer Applications, and otherwise describing the relationship between you and Evri.

B) You may state that any of your Developer Applications that comply with the terms of this Agreement are “built using the Evri API”.

C) We may make available to you certain graphic images, trademarks, trade names, service marks or logos owned or licensed by Evri or its affiliates (“Marks”) that you may use in conjunction with the display of Evri Properties solely for the purpose of indicating that your Developer Applications were created to interface with the Evri API. You may not use the Marks (a) in a trademark manner or to suggest that Evri is associated with, endorses, sponsors or has any other connection to any of your Developer Applications other than the fact that it was created to interface with the Evri API; or (b) in any manner that disparages Evri, its affiliates or its licensors, or that otherwise dilutes or tarnishes the Marks. You may not use the term “Evri” or any other trademarks of Evri as any part of the name of your Developer Application. Further, you may not use the term “Evri”, or variations or misspellings of Evri in the name of a URL to the left of the top-level domain name (e.g., “.com”, “.net”, “.uk”, etc.) – for example, URLs such as “Evri.xxx.com”, “everi.com “, or “evriapp.net” are expressly prohibited. Other than your limited right to use the Marks in a non-trademark manner as provided in this Agreement, you may not make any use of the Marks. Evri and its licensors retain all right, title and interest in and to the Marks, and all goodwill arising out of any use of the Marks by you will inure to the sole benefit of Evri. You will not at any time now or in the future challenge or assist others to challenge the validity of the Marks, or attempt to register confusingly similar trademarks, trade names, service marks or logos. You agree to follow any Trademark Guidelines established by Evri with respect to your use of any Marks as those guidelines may change from time to time. You must immediately discontinue use of any Mark as specified by us at any time in writing. We may modify any Marks provided to you at any time, and upon notice, you will use only the modified Marks and not the old Marks.

D) All trade names, trademarks, service marks, logos, and trade dress on the Evri Site are either trademarks or registered trademarks of Evri or its licensors. Other than as specified in this Agreement, you may not copy, imitate or use any registered or unregistered trademark, service mark, trade name, logo, trade dress, URL or other business identifier of Evri or third parties that advertise on the Evri Site unless you obtain Evri’s and any applicable third party’s prior written consent. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or state or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by stating or implying that Evri or any third party that advertises on the Evri Site supports, sponsors, endorses, or contributes money to you or your business endeavors).

E) You may not promote your Application as being intended or primarily useful for any unlawful activity.

Section 7: Account Identifiers

You are allowed to only create one Evri API account (“Developer Account”). Evri will provide you with authentication credentials for your Developer Account as specified in the Evri API Documentation from time to time (“Developer Account Credentials”). In addition, you may be required to apply for a specific application identifier for each of your Developer Applications (“Developer Application IDs”). You are fully responsible for all activities that occur under your Developer Account Credentials and Developer Application IDs. You should contact Evri immediately if you believe a third party may be using your Developer Account Credentials or Developer Application IDs. You are responsible for maintaining up-to-date and accurate information (including valid contact information) with respect to your Developer Account. Evri and its affiliates are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data which you submit in connection with your Developer Account.

Section 8: Beta Testing

From time to time Evri may conduct open alpha or beta tests (each an “Alpha or Beta”) of new features or versions of the Evri API (each an “Alpha or Beta Product”). If you choose to register for an Alpha or Beta, your participation is subject to the following additional terms:

Section 9: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE EVRI API (INCLUDING ANY EVRI PROPERTIES) AND THE EVRI API DOCUMENTATION ARE PROVIDED BY EVRI ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS, DEFECTS AND ERRORS” BASIS. EVRI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE EVRI API OR THE EVRI API DOCUMENTATION. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE EVRI API IS AT YOUR SOLE RISK. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, EVRI DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, QUIET ENJOYMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. EVRI DOES NOT WARRANT THAT THE EVRI API (INCLUDING ANY EVRI PROPERTIES) IS FREE OF VIRUSES, WORMS, TROJANS, SPYWARE OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE ACCESSIBLE ON A PERMANENT BASIS OR WITHOUT INTERRUPTION.

EVRI WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, EVRI, THE EVRI API OR THE EVRI API DOCUMENTATION, FROM ANY TERMINATION OF THIS AGREEMENT OR YOUR ABILITY TO USE OR PARTICIPATE IN THE EVRI API FOR ANY REASON, FROM DISABLING OR REMOVING ANY APPLICATIONS HOSTED BY EVRI, OR FROM ANY USE OR MISUSE OF YOUR DEVELOPER APPLICATION OR OF THE DEVELOPER APPLICATION CONTENT BY ANY EVRI USER OR ANY OTHER THIRD PARTY, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST DATA, BUSINESS OR ANTICIPATED PROFITS, WHETHER OR NOT EVRI WAS AWARE OF OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND SO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.

THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIMIT EVRI’S LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT IT ARISES AS A RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF EVRI OR OF ITS EMPLOYEES, AGENTS OR AUTHORIZED REPRESENTATIVES.

Section 10: Release and Indemnification

A) You hereby irrevocably and unconditionally release and covenant not to sue or pursue any other claim against Evri, or any of its licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims: (i) pertaining to your Developer Applications or the Developer Application Content, or any intellectual property you develop that is based on, uses, or relates to the Evri API or any feature or portion thereof (including any Evri Properties); and/or (ii) which otherwise may arise in connection with your use of, reliance on, or reference to the Evri API or the Evri API Documentation.

B) You will indemnify, and hold harmless Evri, its customers and users, all third-party advertisers, technology providers and service providers, and each of their respective employees, directors and representatives, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claims, actions or proceedings (any and all of which are “Claims”) which in any way arise out of or are related to: (i) your use of the Evri API or any feature or portion thereof (including any Evri Properties) or the Evri API Documentation; or (ii) your Developer Application or the Developer Application Content, including but not limited to any infringement of any third-party rights; and (iii) your violation of any term or condition of this Agreement (including the Evri Site Terms of Use, the Evri Privacy Policy, the Evri API Documentation or the Developer Application Guidelines).

C) At Evri’s option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Evri may at any time thereafter elect to take over control of the defense and settlement of any such Claim and/or to participate in the defense and settlement of any such Claim with counsel of its own choosing, and in any event, you may not settle any such Claim without Evri’s prior written consent). If Evri elects to participate in the defense and settlement of any Claim with counsel of its own choosing, you will provide all reasonable cooperation requested by Evri in connection with such participation.

Section 11: Applicable Law; Venue

The laws of the State of Washington, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Evri or any of our affiliates related to the subject matter hereof. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Washington located in King County, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Washington located in King County.

Section 12: Arbitration

YOU AND EVRI AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT, YOUR USE OF OR INABILITY TO USE THE EVRI API, OR YOUR DEVELOPER APPLICATIONS AND ANY DEVELOPER APPLICATION CONTENT SHALL BE CONFIDENTIAL, FINAL AND BINDING ARBITRATION IN SEATTLE, WASHINGTON, except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark, trade secret rights or other intellectual property rights, or you have otherwise violated any provisions set forth in Section 2 (“Certain Conditions of Use”) above or any of the user conduct rules set forth in the Evri Site Terms of Use, then the parties acknowledge that injunctive or other appropriate relief may be sought in any court of competent jurisdiction.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (the “AAA Rules”). You can click on the highlighted term to link to information regarding arbitration costs and rules. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE EVRI API, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Evri API, the Evri Site, your Developer Application and/or any Developer Application Content be instituted more than three (3) years after the cause of action arose. The provisions of this Section 12 will control over any inconsistent provisions of the Evri Site Terms of Use, solely in regard to disputes and claims of the types described above in this Section 12. The parties agree that each provision of this Section 12 is fundamental to this Agreement and that if any provision of this

Section 12 is held to be invalid or unenforceable, the entire Section 12 shall be eliminated entirely.

Section 13: Termination

You may terminate this Agreement at any time by ceasing to use the Evri API. You acknowledge and agree that Evri may at any time in its sole discretion, without liability, with or without cause and with or without notice: (a) terminate this Agreement; (b) terminate or suspend your access to the Evri API, Evri Properties and/or the Evri Site or any portion or feature of any of them; and/or (c) remove, block, delete or disable access to any of your Developer Applications and/or or any Developer Application Content available through the Evri Site, including if we determine, in our sole discretion, that your Developer Application or any Developer Application Content is unsuitable for the Evri API, Evri Site or Evri Users. We further reserve the right, without liability, with or without notice and with or without cause, to discontinue the Evri API and/or any portion or feature thereof for any reason and at any time in our sole discretion. Upon any suspension, termination or notice of any discontinuance, you must immediately stop your use of the Evri API, and delete all Evri Properties in your possession or control (including from your Developer Applications and your servers). Sections 2.A.6, 2.A.7, 2.A.8, 2.A.9, 2.A.10, 2.B.2, 2.B.3, 2.B.4, 2.B.5, 2.B.6, 2.B.8, 2.C, 2.D, 2.E, 4, 5, 6.D, 9, 10, 11, 12, 13, and 14, together with any accrued but unpaid payment obligations you may have hereunder and any definitions that are necessary to give effect to the foregoing provisions, will survive any termination of this Agreement and will continue to bind you and us in accordance with their terms.

Section 14: Certain General Provisions

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Evri Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO STOP USING THE EVRI API. YOUR CONTINUED USE OF THE EVRI API FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. No amendment or modification of this Agreement other than as provided above will be binding on Evri unless set forth in a writing signed by an authorized representative of both parties. Except as specifically provided herein, if any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon Evri’s request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement shall remain in full force and effect. T he failure by Evri to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of Evri to enforce such provision thereafter. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. This Agreement (including the Evri Site Terms of Use, the Evri API Documentation and the Developer Application Guidelines as incorporated by reference herein), constitutes the entire agreement between you and Evri regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement or communication between you and Evri, whether written or oral, regarding such subject matter. Each of Evri’s corporate affiliates are express and intended third party beneficiaries of this Agreement and may enforce any of its terms and exercise any of the rights to the same extent as Evri. You and Evri are independent contractors, and nothing in this Agreement is intended to or does create any type of joint venture, partnership or employer/employee relationship between you and Evri or its affiliates. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

Section 15: Contact Information

If you have any questions regarding this Agreement or the Evri API, please contact us at api- licensing@evri.com. If you wish to send us a communication in writing, please send it to Evri, Inc., 206 1st Ave., Seattle, WA 98104.