API LICENSE TERMS AND CONDITIONS
1. GRANT OF LICENSE - Subject to your full compliance with all of the terms and conditionsof this API Agreement, SaysMe grants Organization a non-exclusive, revocable,nonsublicensable, nontransferable license to download and use the SaysMe application programinterface and other materials provided by SaysMe (collectively, "APIs") to develop, reproduceand distribute applications that interoperate with SaysMe.com or any other web property owned by SaysMe ("SaysMe Applications"). Organization may not install or use the APIs for any other purpose (including without limit any commercial purpose) without SaysMe's prior writtenconsent. For the sake of clarity, the sale of advertising on a website where a SaysMe Applicationis hosted shall not alone constitute a commercial use under this Agreement, provided that theadvertising is not integrated within the SaysMe Application itself. Organization shall not use theAPIs in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited massdistribution of email ("spam"), multi-level marketing proposals, hate materials,hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids,stolen products and items used for theft, fireworks, explosives, and hazardous materials,government IDs, police items, gambling, professional services regulated by state licensingregimes, non-transferable items such as airline tickets or event tickets, weapons and accessories.2. PROPRIETARY RIGHTS - As between SaysMe and Organization, the APIs and allintellectual property rights in and to the APIs are and shall at all times remain the sole andexclusive property of SaysMe and are protected by applicable intellectual property laws andtreaties.3. OTHER RESTRICTIONS - Except as expressly and unambiguously authorized under thisAgreement, Organization may not (i) copy, rent, lease, sell, transfer, assign, sublicense,disassemble, reverse engineer or decompile (except to the limited extent expressly authorized byapplicable statutory law), modify or alter any part of the APIs, or (ii) otherwise use the APIs on behalf of any third party. This Agreement limits right for Organization to use any trademark,service mark, trade name or any other mark of SaysMe only in the manner approved of bySaysMe. No rights or licenses are granted except as expressly and unambiguously set forthherein. If Organization violates any of the foregoing restrictions, SaysMe shall own all right, titleand interest relating to any and all inventions, works of authorship, designs, know-how, ideas andinformation made or conceived or reduced to practice, in while or in part, using the APIs.Organization hereby agrees to make all assignments necessary to accomplish the foregoingownership.4. WARRANTY DISCLAIMER - The APIs are provided "as is" without warranty of any kind.except to the extent required by applicable law, saysme and its vendors each disclaim all
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