Terms Governing Use of AudienceView’s Web API

1. Definitions

Capitalized terms which are not otherwise defined herein shall have the meaning ascribed to them in the Subscription Services Agreement.

a. “API” shall mean the Application Programming Interface which Client is hereby subscribing for use from Service Provider and to be used by Client solely for development of Client-coded Software, subject to these terms governing use and the terms of Client’s AV Pro Subscription Services Agreement with Service Provider (the “Subscription Services Agreement”).

b. “API Development Guidelines” shall mean Service Provider’s then current best practices guide for use of the API, which guidelines Service Provider shall develop and provide or make available to its customers on a periodic basis.

c. “API Subscription Date” means the date of Client’s Go-Live.

d. “API Specification” shall mean the specification in respect of the API, the relevant specification of which shall be provided or made available to Client in connection with generally available updates to the Subscription Services as applicable.

e. “API Support Services” shall mean Support Services in respect of the API.

f. “Client-coded Software” shall mean all source code and object code forms of the computer software developed by Client using the API and that integrate with the Subscription Services.  Client-coded Software shall not be considered part of the Subscription Services (including its underlying software) or Support Services, and Service Provider shall not have any responsibility for such Client-coded Software hereunder or otherwise.

2. License

2.1 Right to Use API. Subject to the terms of this Subscription Services Agreement, during the Term, Client is granted the right to use Service Provider’s API, and any related Documentation, to develop Client-coded Software. Any Client-coded Software shall reside on either (i) the servers that Client owns and maintains or has a right to use or (ii) the servers of any third party service provider engaged by Client. The development and/or hosting of Client-coded Software shall be subject to any and all requirements and best practices of Payment Card Industry (PCI) data security standards (“PCI-DSS”), Payment Application Data Security Standard (“PA-DSS”), applicable law and regulations and Service Provider’s internal policies and procedures.

2.2 Restrictions. Inbound and outbound connections to the Subscription Services are permitted so long as such connections are established in accordance with and adhere to Service Provider’s security and privacy policies, and applicable law and regulations (including but not limited to PCI-DSS and PA-DSS). Client (or any third party engaged by Client) may only use the API in the manner which is documented as detailed in the API Specification and in the manner outlined in the API Development Guidelines, and may only use the API in a manner that does not generate abnormally high load on the Subscription Service or any aspect thereof.

2.3 Changes to the API. The API and its governing terms are subject to change from time to time and from release to release, including but not limited to its interface, calls and URLs. The commercial terms stated herein, however, shall remain in effect for the initial five-year Term. Service Provider does not guarantee that the API as it exists now or in future will work with the Client-coded Software, but agrees to consider the impact on its customers when contemplating changes to the API and to minimize changes to the API to the extent practical. Any changes to the API will be documented in the release notes that accompany each new generally available update to the Subscription Service and provided to Client with reasonable advance notice. Without limiting the generality or effect of the first sentence of Section 5.1 below, the delivery of API Support Services hereunder does not extend to: (i) Client-coded Software, (ii) any work requiring Service Provider to make corresponding changes to the API in order to align or otherwise integrate with any generally available update to the Subscription Service or with Client-coded Software and (iii) uses of the API in a way other than that for which is documented and intended to be used.

3. License Fee for use of the API

3.1 Client shall be provided with a right to use of the API free of charge during the Term. In the event that Client’s Ticket Maximum increases significantly beyond the level subscription for as at the API Subscription Date, Service Provider reserves the right to charge Client a reasonable API License Fee. For clarity, support for the API shall be separately chargeable.

4. Support of the API

4.1 During the Term, Client shall be entitled to up to a maximum of thirty-two (32) hours per Term year of API Support without additional charge, which support shall consist of customer-specific consulting and training services in respect of the API. Support for the API is provided by Service Provider’s Support and/or development team and by other resources as deemed appropriate by Service Provider and is outside of the scope of the Service Provider Support Services for the Subscription Service and the Support Plan as such are set out in the Subscription Services Agreement (as amended). API Support must be used in increments of one hour (with no carry-over of hours from Term year to Term year). Additional effort over 32 hours shall be chargeable at Service Provider’s hourly rates then in effect. Service Provider’s time utilized to set up Client with the API shall be counted towards the allowable hours for the initial Term year.

4.2 All Service Provider effort, assistance, support and costs associated with the Client-coded Software, and any other actions required to ensure that the Client-coded Software does not affect the PCI-DSS and/or PA-DSS compliance of the Subscription, shall be charged to Client as Services at the chargeable rate set out in Section 4.1 above. Any documentation in respect of the API and/or the Client-coded Software may be requested by Client, and will be delivered by Service Provider as part of the annual API Support, subject to the additional charges specified in Section 4.1, if the annual thirty-two (32) hour allowance has been consumed.

5. Client Responsibilities

5.1 Client shall at all times be responsible for the development, documentation, hosting, support and maintenance of the Client-coded Software. However, subject to payment of the additional charges specified in Section 4.1 above, if the annual 32 hour allowance has been consumed, Service Provider shall use reasonable commercial efforts to assist Client with issues related to the Client-coded Software.

6. Ownership

6.1 Service Provider acknowledges that it obtains no ownership rights in the Client-coded Software, or any elements or components thereof (collectively, the “Client Property”). All right, title and interest in and to the Client Property, including any and all modifications and additions thereto (but for clarity, excluding customized software developed by Service Provider) shall at all times remain with Client or any third party from/to whom Client has licensed or procured software, technology or other elements. All copies of the Client-coded Software remain the property of Client. Notwithstanding anything to the contrary contained herein, Service Provider is permitted to, and shall in no way be prevented from, developing, licensing and/or selling software, inventions, products, systems, features, business plans or business methods which are similar, identical or related, in any way to the Client-coded Software.

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