Thank you for using the SmugMug, Inc. ("SmugMug") application programmer interface ("SmugMug API"). The SmugMug API is made available to developers without charge to promote the creation of applications that enhance the user experience of SmugMug's customers. By using the SmugMug API or clicking that you agree when prompted by SmugMug, you (as either an individual or an entity) agree to be bound by the following API terms and conditions ("API Terms") as well as any and all guidelines documents associated with the SmugMug API, including those available at the SmugMug API Help Page ("Guidelines"). You are further required to comply with the SmugMug Terms and Conditions of Use ("SmugMug Terms"), which are incorporated in these API Terms by reference.

These API Terms, the SmugMug Terms and the Guidelines (the "API Documents") collectively govern your use of the SmugMug API. The API Documents form a legal agreement between you and SmugMug, so please read them carefully. If you do not agree with any of the API Documents, you are not permitted to use the SmugMug API. In the event of any inconsistency between any of the API Documents, these API Terms control, followed by the SmugMug Terms and then the Guidelines.

Our Privacy Policy provides information regarding how SmugMug collects, uses and discloses your personal information and protects your privacy when you use the SmugMug API.

1. Use of the SmugMug API

Registration

The SmugMug API consists of various application program interfaces which enable you to create one or more software applications or websites ("Applications") that interface with certain SmugMug code, data or user content. In order to obtain access to the SmugMug API, you must first register as a SmugMug developer by providing us with basic information about yourself, your company (if applicable), your SmugMug account, and your proposed Application. Each Application must comply with the terms and conditions of these API Terms and the Guidelines. You must have a SmugMug account that is active and in good standing (e.g., current on all applicable subscription fees) in order to obtain access to the SmugMug API.

API Keys

Following your registration as a SmugMug developer and your acceptance of these API Terms, you will be issued one or more unique security keys, tokens, access codes, passwords and/or other credentials (each, an "API Key") for the purpose of accessing the SmugMug API via your Application. You are permitted to request multiple API Keys and develop more than one Application, provided that each use of an API Key complies with the terms and conditions of the API Documents. All calls to the SmugMug API by an Application must use a unique API Key; you are not permitted to reuse an API Key in more than one Application. You may not sell, transfer, sublicense or otherwise disclose your API Keys to any other party or use them with any application other than in the Application for which you initially applied for it.

You are responsible for maintaining the secrecy and security of your API Keys. You are fully responsible for all activities that occur using your API Keys, regardless of whether such activities are undertaken by you or a third party. You are further responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your SmugMug account. Failure to do so may jeopardize your right to access the SmugMug API.

Personal or Commercial Use

You may use the SmugMug API to develop Applications intended for either personal or commercial use. However, you may not use the SmugMug API for any of the following commercial uses:

• to develop and distribute an Application that frames the SmugMug services or operates as service bureau, application service or similar business;

• to charge fees specifically for the functionality provided by the SmugMug API; or

• for the sole purpose of serving advertisements or promotional content within your Application.

If you are uncertain whether your intended use of the SmugMug API is permitted by these API Terms, please contact us at api@smugmug.com for clarification.

Use Limitations

SmugMug may limit or throttle the number of calls that your Application may make via the SmugMug API, or establish any other criteria governing the use of the API as SmugMug deems appropriate in its sole discretion. The default usage limitations can be found in Guidelines. SmugMug may change such default usage limits at any time and without notice. In addition to its other rights under these API Terms, SmugMug may utilize technical measures to prevent over usage and/or stop usage of the SmugMug API by an Application after any usage limitations are exceeded.

Modification & Support

SmugMug has the right, but not the obligation, to release subsequent versions of the SmugMug API and to require you to obtain and use the most recent version. SmugMug may remove and/or cease supporting previous versions of the SmugMug API. The SmugMug API is currently provided for free, but we do reserve the right to charge for the SmugMug API in the future. You are solely responsible for providing user support and any other technical assistance for your Application. SmugMug may redirect users and potential users of your Application to your email address associated with your developer account for purposes of answering general Application inquiries and support questions. SmugMug may, at its sole discretion, but has no obligation to, provide general support for the SmugMug API including updates, revisions, bug fixes and patches as applicable.

Privacy & Security

Any personal information that you collect in connection with your Application must be collected, used, stored and shared solely in accordance with applicable law, including the General Data Protection Regulation (Regulation 2016/679), and an appropriate privacy policy, which must be prominently posted on each Application (or on any website from which the Application is accessed). By using the SmugMug API, you represent and warrant that you have all consents necessary under applicable law to share data with SmugMug or for SmugMug to publish data to your Application. You must implement reasonable technical, physical and administrative security measures to protect any content and any personal data obtained from or processed through the SmugMug API or otherwise from users of your Application.

Acceptable Use

You are responsible for your own conduct while using the SmugMug API. You will use the SmugMug API only for purposes that are legal and proper in accordance with the API Documents. In addition to the other restrictions contained in these API Terms, when using the API, you will not do the following, attempt to do the following, or permit your end users or other third parties to do the following:

• decompile, disassemble, reverse engineer, or modify any portion of the SmugMug API;

• use the SmugMug API in any manner or for any purpose that violates any applicable law or regulation;

• use the SmugMug API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API Documents (each as determined by SmugMug in its sole discretion);

• interfere with or disrupt SmugMug services or servers or networks connected to SmugMug services, or disobey any requirements, procedures, policies or regulations of networks connected to SmugMug services;

• modify, tamper with or circumvent any API Keys or other mechanisms used by SmugMug that enable end users to log into the SmugMug services via your Application (e.g., any login screen);

• use the SmugMug APIs in an Application containing any of the following content: adult content; pyramid schemes, chain letters or disruptive commercial messages or advertisements; infringing, or obscene content; content promoting or instructing about illegal activities or promoting physical harm or injury against any group or individual; content infringing any patent, trademark, copyright, trade secret or other proprietary right of any party; content defaming, abusing, harassing, stalking, threatening or violating the rights of privacy and publicity; content disparaging of SmugMug or its licensors, licensees, affiliates, partners; or any other inappropriate or unlawful content as determined by SmugMug in our sole discretion;

• restrict, inhibit or interfere with any user's use and enjoyment of SmugMug services;

• state or imply affiliation, sponsorship or endorsement of you or your Application by SmugMug;

• sell, lease, share, transfer, sublicense any SmugMug content obtained through the SmugMug API, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other application; or

• transmit any viruses, worms, defects, Trojan horses, or other disabling code, via the SmugMug API or otherwise, to SmugMug, SmugMug's users or third parties' computers.

Monitoring the API

You agree to provide us with access to your Application and/or other materials related to your use of the SmugMug API as reasonably requested by us to verify your compliance with the API Documents. You agree that SmugMug may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by SmugMug.

2. Proprietary Rights

Grant of License

Upon issuance of an API Key, SmugMug grants you a non-exclusive, revocable, nonsublicensable, nontransferable license to use the SmugMug API solely to develop, test, display, distribute and execute your Application and to allow your users to access your Application as permitted by SmugMug, subject to the terms and conditions set forth in the API Documents. All rights not expressly granted to you are reserved by SmugMug.

SmugMug Property

As between you and SmugMug, SmugMug retains all right, title and interest, including without limitation all intellectual property rights in and to the SmugMug API and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivative works and/or compilations thereof or relating to (the "SmugMug Property"). You agree to take such actions, including, without limitation, execution of affidavits or other documents, as SmugMug may reasonably request to effect, perfect or confirm SmugMug's rights to the SmugMug Property.

SmugMug Marks

Section A.3 of the SmugMug Terms permits SmugMug users to download and use the SmugMug Marks (as defined in the SmugMug Terms) subject to certain use rights, terms and conditions. You are permitted to use the SmugMug Marks in your Application provided that you comply with the SmugMug Terms. You agree not to remove, obscure, or alter any SmugMug Mark, copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the SmugMug API. The name of your Application (including any URL or email address used in connection with your Application) must not include the SmugMug name, logo or other SmugMug Mark.

SmugMug Applications and Feedback

You understand and acknowledge that SmugMug and other developers may be independently creating applications, content and other products or services that may be similar to or competitive with your Application and its content, and nothing in these API Terms will be construed as restricting or preventing SmugMug or any other developer from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any feedback about the SmugMug API or the SmugMug services (including suggestions comments, improvements, ideas, etc.), you hereby assign all right, title and interest in and to such feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.

3. Your Representations and Warranties

You represent and warrant that (a) you have the authority to bind the organization (if any) identified in your registration form for the SmugMug API; (b) your Application and the use of your Application by your end users does not infringe upon or violate the rights of any third party of any applicable law, rule or regulation; (c) you will post and fully comply with an appropriate privacy policy and comply with all applicable privacy and data security laws, rules and regulations in connection with any information collected in connection with your Application or any other use of the SmugMug API; and (d) you will not make any statements, claims, representations or warranties regarding the SmugMug services that are not specifically authorized in writing by SmugMug.

4. NO SMUGMUG WARRANTY

THE SMUGMUG API IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. SMUGMUG DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE SMUGMUG API AND ANY SMUGMUG SERVICES ACCESSED THROUGH THE SMUGMUG API. SMUGMUG EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. SMUGMUG FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, AND PERFORMANCE OF THE SMUGMUG API AND ATTENDANT SMUGMUG SERVICES.

YOU UNDERSTAND AND AGREE THAT YOUR USE THE SMUGMUG API IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM AND/OR NETWORK OR LOSS OF DATA, OR ANY DAMAGES INCURRED BY YOUR USERS, IF APPLICABLE, THAT RESULT FROM THE USE OF YOUR APPLICATION OR THE SMUGMUG API.

5. LIMITATION OF LIABILITY

IN NO EVENT WILL SMUGMUG OR ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SMUGMUG API. THIS LIMITATION OF LIABILITY WILL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SMUGMUG API, FROM INABILITY TO USE THE SMUGMUG API, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SMUGMUG API (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF SMUGMUG, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SMUGMUG API, EXCEED ONE HUNDRED ($100.00) U.S. DOLLARS.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

6. Term and Termination

These API Terms are effective upon the date of your acceptance of these API Terms and continue in effect for so long as you continue to access and use the SmugMug API. SmugMug may terminate these API Terms, suspend or terminate your use of the SmugMug API, and/or deactivate your API Keys at any time in its sole discretion, with or without notice. You may terminate these API Terms by discontinuing your use of the SmugMug API. In the event of your breach of these API Terms, SmugMug reserves the right to limit, suspend or terminate your SmugMug account in accordance with the SmugMug Terms.

Upon the termination of these API Terms for any reason, the rights granted to you herein, including all licenses to the SmugMug API will terminate and you must immediately cease all use and distribution of your integration of the SmugMug APIs within your Application. SmugMug may request that you certify in writing your compliance with this section. Neither party shall be liable to the other party for damages of any sort resulting solely from the sole fact of terminating these Terms. The terms and conditions of these API Terms which by their nature are intended to survive termination or expiration (including, but not limited to, Indemnification, Warranty Disclaimer and the Limitation of Liability) will survive any expiration or termination of these API Terms.

7. Indemnification

You agree to defend, indemnify and hold harmless SmugMug and its affiliates and subsidiaries (collectively, the "Indemnified Parties"), and the Indemnified Parties' independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to your Applications and any related products and services, the use of the SmugMug API by you or your end users, or the breach or alleged breach of any of your representations or warranties. You must cooperate as fully as reasonably required in the defense of any such claim. SmugMug reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

8. Modification

SmugMug reserves the right in its discretion to update and change, from time to time, these API Terms by providing notice that the API Terms have been modified. Such notice may be provided by sending an email, or by posting a notice on the SmugMug website, or by posting the revised API Terms revising the date at the top or by such other form of notice as determined by SmugMug. Use of the SmugMug API after such change constitutes acceptance of such changes.

9. Limited Relationship

Your relationship with SmugMug is merely that of a licensee and nothing in these API Terms will be construed as creating an employer-employee, agency, partnership, or joint venture relationship. You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do so truthfully and without implying that your Application is created, endorsed or supported by SmugMug (or otherwise embellishing your relationship with SmugMug). For example, you may factually state that your Application is a "SmugMug application" or an application for use with SmugMug (so long as you are in full compliance with the API Documents). While you may publicly refer to the fact that you have implemented the SmugMug API, you agree not make any other public statements that assert or imply any other relationship with SmugMug, unless you have SmugMug's prior written approval.

10. General Provisions

These API Terms will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law provisions. Any dispute arising under these API Terms will be resolved in accordance with Section 15 of the SmugMug Terms. If for any reason a court of competent jurisdiction finds any provision or portion of these API Terms to be unenforceable, the remainder of these API Terms will continue in full force and effect. You agree not to export from anywhere any part of the SmugMug API except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. SmugMug may assign these API Terms, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate these API Terms of Use or any API Key to any third party. These API Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these API Terms will be effective only if in writing and signed by SmugMug.

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