Terms

This document sets forth the terms on which appFigures makes the appFigures API (as defined below) available for use by registered appFigures members. By using the appFigures API, you and the organization identified in your account (“you”) agree to be bound by the following terms of use (“API Terms of Use”).

appFigures API

The appFigures API is appFigures’ service that allows members to retrieve sales, ranks, reviews, and account information. appFigures may release subsequent versions of the appFigures API and may require you to obtain and use the most recent version. New versions may not be compatible with your previous implementation. appFigures will identify releases on its blog (http://blog.appfigures.com).

License to appFigures API

Subject to these API Terms of Use, you may access the appFigures API and implement the appFigures API on your Web site(s) and/or Service(s). You further agree not to otherwise reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the appFigures API or any data provided by appFigures.

If you become aware that any use of your implementation is in material breach of these API Terms of Use, any provisions you are required to offer under these API Terms of Use then you agree to notify appFigures promptly of such breach by e-mail to support@appfigures.com, and to take prompt corrective action at your expense to remedy such breach. In addition, upon request of appFigures, you will either (a) use all efforts to obtain such equitable relief to prevent harm to appFigures, or (b) assign any of your applicable rights to permit appFigures to seek such equitable relief. Your obligations to report and enforce the Applicable Terms will survive termination of these API Terms of Use or your use of the appFigures API.

You agree, and appFigures grants you a license, to implement the appFigures name, logo(s), and links to appfigures.com (the “appFigures Brand & Links”) on any Web page and/or Service incorporating the appFigures API. You also agree not to use appFigures Brand & Links in any way that suggests, directly or indirectly, that the product or service you are providing is sponsored, approved by, or is affiliated in any way with appFigures.

Acceptable Use

You agree not to use the appFigures API or appFigures Brand & Links in any way that is unlawful, harms, or competes with appFigures, its service providers, its suppliers, your end users, or any other person. Further, pursuant to Section 10 below, appFigures may terminate your use of the appFigures API and appFigures Brand & Links if and when appFigures determines that your use is inappropriate.

Limited Relationship

You and appFigures are independent contractors, and nothing in these API Terms of Use shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that you have implemented the appFigures API, you agree not make any other public statements that assert or imply any other relationship with appFigures, unless you have appFigures’ prior written approval.

Indemnity

You agree to hold harmless and indemnify appFigures, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the appFigures, violation of these API Terms of Use or other actions connected with use of appFigures services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, appFigures.com will provide you with written notice of such claim, suit or action.

NO WARRANTY

APPFIGURES.COM PROVIDES THE APPFIGURES API “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPFIGURES.COM AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. APPFIGURES.COM AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

LIABILITY LIMITATION; EXCLUSIVE REMEDY

IN NO EVENT WILL APPFIGURES.COM OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE API TERMS OF USE OR YOUR USE OF THE APPFIGURES API EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE API TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST APPFIGURES.COM OR ITS SUPPLIERS WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPFIGURES API.

Intellectual Property

The appFigures API is the property of appFigures, and subject to the intellectual property rights of appFigures (c) 2009-2010 All rights reserved.

Changes

appFigures reserves the right to change the API Terms of Use, and you are responsible for regularly reviewing these API Terms of Use. Your continued use of the appFigures API after the effective date of such changes will constitute acceptance of and agreement to any such changes. appFigures may suspend or discontinue the Services at any time to you and/or to others, without notice.

Termination

appFigures may change, suspend or discontinue the appFigures API and suspend or terminate your use of the appFigures API at any time for any reason, without notice. You may also terminate by ceasing to use the appFigures API, and removing implementation of the appFigures API from your Web site(s) and/or Service(s).

Choice of Law; Disputes

These API Terms of Use are governed by the laws of the State of New York, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in New York County, New York, for any and all disputes, claims and actions arising from or in connection with the Services and/or these API Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.

General

You represent that you have the authority to bind the organization (if any) identified in your account for the appFigures API. You agree not to export from anywhere any part of the appFigures API provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. If provided to the U.S. government, the appFigures API provided with the commercial license rights described herein. If any part of these API Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these API Terms of Use will continue in effect. The section titles in these API Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. appFigures may assign these API Terms of Use, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate the API Terms of Use to any third party. appFigures’ failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these API Terms of Use constitute the entire agreement between you and appFigures with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and appFigures with respect to the appFigures API.