Terms of Service Effective May 23, 2014 1. Your Agreement with Yhat. 1.1 Your use of the Yhat service is governed by this agreement (the "Terms"). "Yhat" means Yhat Inc., located at 382 Court St Brooklyn, NY 11231, United States, and its subsidiaries or affiliates involved in providing the Yhat Service. The "Yhat Services" means the services Yhat makes available through this website, including this website, the Yhat Cloud computing platform, the Yhat Cloud API, the Yhat AMI, the Yhat Managed Cloud, the Yhat Enterprise and any other software or services offered by Yhat in connection to any of those. 1.2 In order to use the Yhat Services, you must first agree to the Terms. You can agree to the Terms by actually using the Yhat Services. You understand and agree that Yhat will treat your use of the Yhat Services as acceptance of the Terms from that point onwards. 1.3 You may not use the Yhat Services if you are a person barred from receiving the Yhat Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Yhat Services. You affirm that you are over the age of 13, as the Yhat Services are not intended for children under 13. 1.4 You agree your purchases or use of Yhat Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Yhat or any of its affiliates regarding future functionality or features. 2. Your Account and Use of the Yhat Services 2.1 You must provide accurate and complete registration information any time you register to use the Yhat Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Yhat immediately. 2.2 Your use of the Yhat Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. 2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Yhat Services by any means other than through the interface that is provided by Yhat in connection with the Yhat Services, unless you have been specifically allowed to do so in a separate agreement with Yhat, or (b) engage in any activity that interferes with or disrupts the Yhat Services (or the servers and networks which are connected to the Service). 2.4 Your account has "hard" and "soft" usage limits, as further explained here (or such URL as Yhat may provide). The Yhat Services does not permit you to exceed the hard usage limits. Yhat reserves the right to enforce soft usage limits in its sole discretion, which may result in Yhat serving a "quota exceeded" page to you or users to whom you serve web pages via the Yhat Services ("End Users"). Repeated exceeding of the hard or soft usage limits may lead to termination of your account. Any attempt to modify, adapt, translate, or reverse engineer the usage limitator will result in immediate terimation of your account. 2.5 You may use the Yhat Services only to develop and run applications on the Yhat infrastructure. You may not access the Yhat Services for the purpose of bringing an intellectual property infringement claim against Yhat or for the purpose of creating a product or service competitive with the Yhat Services. 3. Service Policies and Privacy 3.1 You agree to comply with the Yhat Acceptable Use Policy available at acceptable use policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time. 3.2 The Yhat Services shall be subject to the privacy policy for the Yhat Services available at privacy policy. You agree to the use of your data in accordance with Yhat's privacy policies. 4. Fees for Use of the Yhat Services 4.1 Subject to the Terms, the Yhat Cloud Services is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found by emailing the Yhat team at support@yhathq.com. 5. Content on the Yhat Services and Take Down Obligations 5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Yhat Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using the Yhat Services and any source code written by you to be used with the Yhat Services (collectively, "Applications"). 5.2 Yhat reserves the right (but shall have no obligation) to remove any or all Content from the Yhat Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Yhat. In the event that you elect not to comply with a request from Yhat to take down certain Content, Yhat reserves the right to directly take down such Content or to disable Applications. 5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user's account on your Application. Yhat reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy. 5.4 You agree that you are solely responsible for (and that Yhat has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Yhat Services and for the consequences of your actions (including any loss or damage which Yhat may suffer) by doing so. 5.5 You agree that Yhat has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content. 6. Proprietary Rights 6.1 You acknowledge and agree that Yhat (or Yhat's licensors) own all legal right, title and interest in and to the Yhat Services, including any intellectual property rights which subsist in the Yhat Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). 6.2 Except as provided in Section 8, Yhat acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Yhat Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Yhat, you agree that you are responsible for protecting and enforcing those rights and that Yhat has no obligation to do so on your behalf. 7. License from Yhat and Restrictions 7.1 Yhat gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Yhat as part of the Yhat Services as provided to you by Yhat. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Yhat Services as provided by Yhat, in the manner permitted by the Terms. 7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Yhat Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Yhat, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Yhat Services or any applications running on the Yhat Services. 7.3 Open source software licenses for components of the Yhat Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Yhat for the use of the components of the Yhat Services released under an open source license. 8. License from You 8.1 Yhat claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Yhat Services you give Yhat a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Yhat to provide you with the Yhat Services. Furthermore, by creating an Application through use of the Yhat Services, you give Yhat a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Yhat to provide you with the Yhat Services. 8.2 You agree that Yhat, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Yhat Services. 9. Modification and Termination of the Yhat Services 9.1 Yhat is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Yhat Services which Yhat provides may change from time to time without prior notice to you, subject to the terms in Section 4. Changes to the form and nature of the Yhat Services will be effective with respect to all versions of the Yhat Services; examples of changes to the form and nature of the Yhat Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements. 9.2 You may terminate these Terms at any time by canceling your account on the Yhat Services. You will not receive any refunds if you cancel your account. 9.3 You agree that Yhat, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Yhat Services may be without prior notice, and you agree that Yhat will not be liable to you or any third party for such termination. 9.4 You are solely responsible for exporting your Content and Application(s) from the Yhat Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s). 9.5 Upon any termination of the Yhat Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated. 10. EXCLUSION OF WARRANTIES 10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT Yhat'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. 10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE Yhat SERVICE IS AT YOUR SOLE RISK AND THAT THE Yhat SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." 10.3 Yhat, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE Yhat SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Yhat, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE Yhat SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE Yhat SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE Yhat SERVICES WILL BE ACCURATE. 11. LIMITATION OF LIABILITY 11.1 SUBJECT TO SECTION 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Yhat, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. 11.2 THE LIMITATIONS ON Yhat'S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT Yhat HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. 12. Indemnification 12.1 You agree to hold harmless and indemnify Yhat, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Yhat and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Yhat Services, (c) your violation of applicable laws, rules or regulations in connection with the Yhat Services, or (d) your Content or your Application, 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, Yhat will provide you with written notice of such claim, suit or action. 13. Copyright Policy 13.1 You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is Yhat's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice. 14. Other Content 14.1 The Yhat Services may include hyperlinks to other web sites or content or resources or email content. Yhat may have no control over any web sites or resources which are provided by companies or persons other than Yhat. 14.2 You acknowledge and agree that Yhat is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. 14.3 You acknowledge and agree that Yhat is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. 15. Changes to the Terms 15.1 Yhat may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account. 15.2 You understand and agree that if you use the Yhat Services after the date on which the Terms have changed, Yhat will treat your use as acceptance of the updated Terms. 16. General Legal Terms 16.1 The Terms constitute the whole legal agreement between you and Yhat and govern your use of the Yhat Services (but excluding any services which Yhat may provide to you under a separate written agreement), and completely replace any prior agreements between you and Yhat in relation to the Yhat Services. 16.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture. 16.3 If Yhat provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict. 16.4 You agree that Yhat may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Yhat Services. By providing Yhat your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail. 16.5 You agree that if Yhat does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Yhat has the benefit of under any applicable law), this will not be taken to be a formal waiver of Yhat's rights and that those rights or remedies will still be available to Yhat. 16.6 Yhat shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. 16.7 The Terms, and your relationship with Yhat under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and Yhat agree to submit to the exclusive jurisdiction of the courts located within the state of New York to resolve any legal matter arising from the Terms. 16.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of your use of the Yhat Services upon written notice to the assigning party.