Thank you for using the Certain Web Services Application Programming Interface (the �Certain API�). By using the Certain API, you agree to the terms below. If you disagree with any of these terms, Certain does not grant you a license to use the Certain API. We reserve the right to update and change these terms from time to time without notice. You can always find the most recent version of these terms here.

Your license to the Certain API under these terms continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the Certain API. Certain may terminate the license at any time for any reason. Your rights to use the Certain API terminate automatically if (i) you violate any of these terms, (ii) Certain publicly posts a written notice of termination on Certain.com, (iii) Certain sends a written notice of termination to you, or (iv) Certain disables access to the Certain API to you.

1. Licensed Uses and Restrictions

The Certain API are owned by Certain, Inc. (hereinafter "Certain") and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These terms define legal use of the Certain API, all updates, revisions, substitutions, and any copies of the Certain API made by or for you. Registration, Profile, Event data, and other related data records are owned by the Certain customer from whose account the data was generated, and not by Certain. All rights not expressly granted to you are reserved by Certain.

1. You shall:

1. Comply with the Certain Privacy Policy at http://www.certain.com/certain-software/privacy-policy/corporate.html
2. Comply with all restrictions and guidelines as stipulated in your Certain license agreement.
3. Disclose in your application through a privacy policy or otherwise displayed in the footer of each page, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

2. You shall not:

1. Use Certain API for any application that replicates or attempts to replace the essential user experience of Certain.com.
2. Attempt to cloak or conceal your identity or your application's identity when requesting authorization to use Certain API.
3. Download more than 1000 Certain, reservation (housing, travel, agenda), or profile records per call in your application or use an unreasonable amount of bandwidth.
4. Cache or store any Certain data records other than for reasonable periods in order to provide the service you are providing to Certain users.
5. Use Certain API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code.
6. Use Certain API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality.
7. Market indiscriminately to individuals pulled from lists of registrants or profiles stored within the Certain system.
8. Use Certain API in a manner that adversely impacts the stability of Certain.com servers or adversely impacts the behavior of other applications using the Certain API.
9. Sell, lease, or sublicense Certain API or access thereto or derive revenues from the use or provision of Certain API, whether for direct commercial or monetary gain or otherwise, except as set forth below.
10. Attempt to make more than 90 API calls within one minute with the same session token.

2. Commercial Use

1. Rules and Restrictions.

If the primary purpose of your application is to derive revenue, it is considered a commercial application. Certain reserves the right to make these evaluations at the time that you apply for the license. Certain may also monitor your site or application over time to ensure continued compliance with the appropriate type of API key.

If you're in doubt about whether your application is commercial, here are a few common examples of commercial use that may provide you some guidance:

1. Users are charged a fee for your product or service which includes some sort of integration using the Certain API.
2. You sell services to Certain users and use the API to bring users' Certain content into your service.
3. Your site is a "destination" site that uses Certain event data to drive traffic and generate ad revenue.

2. Application for a Commercial API Key.

If you want to apply for a commercial API key, contact the Certain Sales department at 415-353-5330, option 2, or sales@certain.com. You must provide specific details as to the business purpose, projected derived revenue, integration scenarios, and projected usage. Lack of specificity or supporting information could delay your application indefinitely. Please note that in some cases we may grant your request for a commercial API key subject to your payment of fees, such as to help cover infrastructure costs.

3. Attribution

1. You shall not use "Certain", i.e. Certain.mydomain.com
2. You shall place the following notice prominently on your application: "This product uses the Certain API but is not endorsed or certified by Certain."
3. You may not use the Certain logo without specific written permission from Certain.
4. Any use of the Certain logo in your application shall be less prominent than the logo or mark that primarily describes the application and your use of the Certain logo shall not imply any endorsement by Certain.

4. Ownership and Relationship of Parties

The Certain API may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Certain's rights apply to the Certain API and all output and executables of the Certain API, excluding any software components developed by you which do not themselves incorporate the Certain API or any output or executables of the Certain API. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms. Certain owns all rights, title, and interest in and to the Certain API. These terms grant you no right, title, or interest in any intellectual property owned or licensed by Certain, including (but not limited to) the Certain API and Certain trademarks.

5. Fees and Payments

Certain is committed to free and open access to our API for commercial and non-commercial purposes. However, providing the API does have real costs for Certain. For uses of Certain API over a certain rate or for certain types of commercial applications, Certain reserves the right to charge fees for future use of or access to the Certain API.

6. Disclaimer of Any Warranty

SOME OF THE CERTAIN API MAY BE EXPERIMENTAL AND NOT TESTED IN ANY MANNER. CERTAIN DOES NOT REPRESENT OR WARRANT THAT ANY CERTAIN API ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.

THE CERTAIN API ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND CERTAIN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABLILTIY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.

YOUR USE OF CERTAIN API IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY CERTAIN API INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

7. Limitation of Liability

CERTAIN SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE CERTAIN API, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT CERTAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL CERTAIN BE LIABLE TO YOU FOR ANY AMOUNT.

8. Exclusions and Limitations

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 OF SECTIONS 7 AND 8 MAY NOT APPLY TO YOU.

9. Release and Waiver

To the maximum extent permitted by applicable law, you hereby release and waive all claims against Certain, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of Certain API. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

10. Hold Harmless and Indemnity

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Certain and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of Certain API, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. Certain shall use good faith efforts to provide you with written notice of such claim, suit or action.

11. General Terms

1. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the Terms of Use, you and Certain shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Certain, express or implied, and you shall not attempt to bind Certain to any contract.
2. Invalidity of Specific Terms. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.
3. Location of Lawsuit and Choice of Law. The Terms of Use and the relationship between you and Certain shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Certain agree to submit to the personal jurisdiction of the courts located within the county of San Francisco, California.
4. No Waiver of Rights by Certain. Certain's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.
5. Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Use. Any construction or interpretation to be made of the Terms of Use shall not be construed against the drafter. The Terms of Use constitute the entire agreement between Certain and you with respect to the subject matter hereof.