Introduction

1.1. This Appboy Terms of Service (the "TOS") will be effective June 4, 2012, and will replace the existing Appboy Terms of Service.

1.2. The TOS governs your use of Appboy's applications, services, website and related Appboy software and services (collectively the "Services"). Sometimes, additional terms or product requirements may apply to certain Services or certain users of Services, in which case those additional terms become part of your agreement with us if you use those Services.

1.3. The Services are provided by Appboy, Inc. ("Appboy"), a Delaware corporation with principal place of business at 265 W. 37th Street, Suite 1212, New York, NY 10018.

Using our Services

2.1. By using the Services, you are agreeing to the terms of the TOS. Please read the TOS carefully. Do not use the Services if you do not agree to all of the terms of the TOS.

2.2. Subject to your remaining in full compliance with the TOS, Appboy hereby grants to you a limited, worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license solely to access and use the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provide by Appboy, in the manner permitted by the TOS. You may not copy, modify, distribute, sell, or lease any part of the Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless prohibit those restrictions or you have Appboy's written permission.

2.3. If you use the Services on behalf of any business or third party, you must be authorized to accept the TOS on behalf of that business or third party and through your use of the Services that business or third party accepts and is bound by the TOS.

2.4. Use of the Services by children under the age of 13 is prohibited. By using the Services, you warrant that you are 13 years of age or older.

2.5. Do not misuse the Services. For example, do not interfere with the Services or try to access them using a method other than the interface and the instructions that we provide. You may use the Services only as permitted by law, including applicable export or re-export control laws and regulations. Appboy may suspend or stop providing the Services to you if you do not comply with the TOS or our policies, or if we are investigating suspected misconduct.

2.6. Using the Services does not give you ownership of any intellectual property rights in the Services or the content you access. You may not use content from the Services unless you obtain permission from its owner or are otherwise permitted by law. The TOS does not grant you the right to use any branding or logos used in the Services. Do not remove, obscure, or alter any legal notices displayed in or along with the Services.

2.7. The Services display some content that is not owned by Appboy. This content is the sole responsibility of the entity that makes it available. Appboy may review content to determine whether it is illegal or inconsistent with our policies, and we may remove or refuse to display content that we reasonably believe violates the law or our policies. However, Appboy does not necessarily review content, so please do not assume that any particular content has been reviewed by Appboy.

2.8. In connection with your use of the Services, Appboy may send you service announcements, administrative messages, and other information. You may opt out of some, but not all, of those communications.

Does Appboy collection real time location information?

Appboy may collect information about the location of your device if location services are enabled for any Developer Applications on your device. We use location information to provide Developers with information about the use of their Developer Applications and to assist in serving advertisements. Anonymous location information may be shared with advertising partners and Developers for their independent use. See the "Opt-out" section below for details on limiting the collection of location information.

Registration

3.1. Some of the Services require you to register an account with Appboy (https://www.appboy.com). You must provide true, accurate and complete account information and keep your account information up-to-date.

3.2. Some Developer Applications allow you to log in to the Developer Application and register as an Appboy user with your Facebook®, Twitter®, or other supported third party service account. If you log in to a Developer Application in this way, you agree to allow Appboy automatically to register you as an Appboy user and access your Facebook®, Twitter®, or other third party service account on your behalf in order to populate your Appboy profile. Appboy collects information from your Facebook®, Twitter®, or other third party service account as described in the Appboy Privacy Policy for Registered Users, located at https://www.appboy.com/privacy#registered.

3.3. If you register as an Appboy user by using a Facebook®, Twitter®, or other third party service account, you must provide true, accurate, and complete account information to that service and keep your account information up-to-date.

3.4. If you learn of any unauthorized use of your password or account, please contact support@appboy.com.

Content That You Generate

4.1. The Services include features that allow you to submit content that may be accessible to others within and outside of the Services, including Facebook®, Twitter®, or other social networks that are or later become integrated with the Services. You retain any rights you hold in content submitted by you, and you are solely responsible for al content that you submit to the Services.

4.2. By submitting content to the Services, you give Appboy and its affiliates a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with the Services), communicate, publish, publicly perform, publicly display, and distribute such content. This license continues indefinitely beyond any termination of the TOS for any reason by any party, and even if you stop using the Services.

Privacy and Copyright Protection

5.1. Appboy collects information about you through your use of the Services. By using the Services, you agree that Appboy may retain, use, and publish information collected through your use of the Services in accordance with the applicable Appboy Privacy Policy, located at https://www.appboy.com/privacy#non-registered for non-registered users and https://www.appboy.com/privacy#registered for registered users.

5.2. Appboy responds to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

5.3. Appboy provides information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights and want to notify us, please contact support@appboy.com..

Modification and Termination of Services

6.1. Appboy may, in its sole discretion, discontinue offering the Services or terminate or suspend your access to the Services at any time.

6.2. Appboy reserves the right to change or modify any of the terms of the TOS at any time, in its sole discretion, by posting changes at https://www.appboy.com/terms (or another URL that Appboy may provide from time to time). You are responsible for regularly visiting the TOS to review any changes. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. However, changes addressing new functions or changes made for legal reasons will be effective immediately. If you do not agree to the modified TOS, you should discontinue use of the Services.

Third Party Software

Appboy makes no warranty of any kind to you or any third party with respect to any third party software used by you in conjunction with the Services. You are solely and exclusively responsible for all licenses and costs for all third party software that you use. All integration and use of and problems caused by or resulting from your use of any third party software in conjunction with the Services is your sole and exclusive responsibility, and Appboy shall have no responsibility or liability with respect thereto.

Disclaimer of Warranties

8.1. Other than as expressly set forth in the TOS, the Services are provided "AS IS" and "WITH ALL FAULTS" and without warranty of any kind. You agree that your use of the Services is at your risk.

8.2. APPBOY MAKES NO WARRANTIES OF ANY KIND TO YOU OR ANY THIRD PARTY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERABILITY OR NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED BY APPBOY AND WAIVED BY YOU. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE OPERATION OF THE SERVICES, THE OUTPUT OF THE SERVICES, OR THE RESULTS FROM THE SERVICES.

Limitation of Liability

IN NO EVENT SHALL APPBOY, ITS AGENTS OR EMPLOYEES, HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR THE COST OF SUBSTITUTE GOODS OR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY OR CLAIMS OF THIRD PARTIES) RELATING TO THE SERVICES, HOWEVER CAUSED, WHETHER BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER APPBOY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You and any business or third party subject to the TOS through your use shall fully indemnify, hold harmless and defend (collectively "indemnify" and "indemnification") Appboy and its directors, officers, employees, agents, stockholders and affiliates (collectively, "indemnified parties") from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney's fees and costs), whether or not involving a third party claim, which arise out of or relate to (i) any violation of the TOS or Privacy Policy, (ii) your use of the Services, including the use of any other application, software or hardware in conjunction with the Services, or (iii) the unauthorized use of the Services.

About the Terms of Service

11.1. The TOS controls the relationship between Appboy and you. They do not create any third party beneficiary rights.

11.2. If there is a conflict between the TOS and additional terms, the additional terms will control for that conflict.

11.3. The TOS control the relationship between Appboy and you. They do not create any third party beneficiary rights.

11.4. If you do not comply with the TOS and Appboy does not take action right away, Appboy is not giving up any rights that Appboy may have (such as taking action in the future).

11.5. If it turns out that a particular term of the TOS is not enforceable, this will not affect any other terms of the TOS.

11.6. The laws of the State of New York, USA, excluding New York's conflicts or choice of laws rules, will apply to any disputes arising out of or relating to the TOS. All claims arising out of or relating to the TOS of the Services shall be litigated exclusively in federal or state courts of New York County, New York, USA, and you and Appboy consent to personal jurisdiction in those courts.

Introduction

1.1. This License Agreement ("Agreement") governs your use of the Appboy Software Development Kit ("SDK"), online access to the Appboy Dashboard and related Appboy software and services (collectively "Related Services") and any data you collect through the use of the SDK or Related Services. By agreeing to this Agreement, Appboy grants you a limited license to use the SDK and Related Services subject to the terms of this Agreement. This Agreement forms a legally binding agreement between you and Appboy.

1.2. "Appboy" means Appboy, Inc., a Delaware corporation with principal place of business at 265 W. 37th Street, Suite 1212, New York, NY 10018.

Acceptance of Terms

2.1. You must agree to this Agreement prior to your use of the SDK or Related Services. Your use of the SDK and Related Services is conditioned upon your acceptance of the terms set forth below. If you do not agree to this Agreement and the Terms of Use, you may not use the SDK or Related Services.

2.2. By undertaking any of the following actions, you agree to be bound by the terms of these Terms of Use:

1. clicking that you accept or agree to these terms when presented with the option to do so;
2. registering with Appboy's service ("the Services") as defined below; or
3. your use of the SDK

2.3. By agreeing to this Agreement, you acknowledge and agree that you have read, understand and accept the terms and conditions described below (the "Terms of Use") and you agree to be bound by these Terms of Use and all terms, policies and guidelines incorporated in the Terms of Use by reference.

2.4. In addition to the details of these Terms of Use, your acceptance of this Agreement also indicates your acceptance of Appboy's general Terms of Service found at https://www.appboy.com/terms.

Your Use of Appboy Software and Services

3.1. Subject to your remaining in compliance with the provisions of this Agreement, Appboy hereby grants to you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license solely to access and use the SDK, Related Services, and documentation related thereto (the "Services") to integrate your application ("Developer Application") with the Services. The Services shall not be used in any other manner or for any other purpose during the term of this Agreement or thereafter.

3.2. Restrictions. You agree not to, without the prior written consent of Appboy:

1. make any modifications to the Services, with the exception of sample code that may be provided to assist you in your use of the Services;
2. adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Services, or any part thereof;
3. make the Services or any part thereof available to any third party, other than to a third party authorized in writing by Appboy;
4. make any copies of, reproduce or transfer any portion of the Services, except for a single copy for purposes of backup, testing and archiving;
5. alter, remove or suppress in any manner any copyright, trademark or other notices displayed by the Services;
6. use the Services to directly or indirectly provide a time-sharing or subscription service to any third party or to function as a service bureau or application service provider, other than as specifically provided for herein; or
7. license, rent, sell, loan, lease, pledge, offer as security, transfer or assign the Services, or any of the rights granted to Licensee hereunder to any other person.

Ownership

4.1. Appboy retains all rights, title, and interest to the Services and any updates which may be provided to you under this Agreement. Appboy reserves all rights not expressly granted to you. The parties acknowledge that this Agreement does not transfer any interest in Developer Applications to Appboy.

Registration

5.1. You must register as a developer on Appboy's website (https://www.appboy.com/developers). You must provide complete and accurate information, including your email address, username and password, about yourself and your company and update your information should it change in the future.

5.2. You agree to immediately notify Appboy at support@appboy.com of any unauthorized use of your password or username or any other breach of security. If a password is lost or stolen, it is the user's responsibility to change the password, and immediately notify Appboy, so that your account remains secure and functional.

Privacy and Collection of Information

6.1. Your use of the Services will result in the collection of information from your end users. You agree that prior to providing end users access to Developer Applications, you will obtain end user consent to the collection and disclosure of the following end user information:

1. Device Information - information about the end user's mobile device, including platform information;
2. Application Information - application information, including which of your applications are used, how your applications are used and the duration of use of your application; and
3. Network Information – network information, including IP address, network carrier and country code.

6.2. You agree that you will adopt and abide by a privacy policy that clearly and completely discloses to your end users the information that your Developer Application collects and the ways in which You use and share the information You collect, including the information your Developer Application shares with Appboy. A link to your privacy policy must be displayed on any application store product information page or other location where it can be downloaded in a way that users may access and read your privacy policy prior to downloading or purchasing your Developer Application.

6.3. If you use a supported third party service such as Facebook or Twitter to authenticate and register users with Appboy using your own application authentication keys, you agree to include a link to Appboy’s Privacy Policy at https://www.appboy.com/privacy#registered and Terms of Service at https://www.appboy.com/terms in your privacy policy.

6.4. You agree to comply with all applicable privacy and data collection laws and regulations related to the collection, use, and disclosure of end user information, including device information.

6.5. Appboy may retain, use, and publish information collected through your use of the Services subject to its Privacy Policy, located at https://www.appboy.com/privacy.

Use of the Services by Children Prohibited

7.1. You agree that you will not knowingly allow children under the age of 13 to access the Services. You agree that you will not develop, market, advertise, or otherwise direct any application that uses the Services to children under the age of 13. You agree to use reasonable and appropriate safeguards to prevent the collection of personal information of children under the age of 13 and will, upon discovery, delete personal information about children under the age of 13 as quickly as possible.

Confidential Information

8.1. Confidential or proprietary information may be shared with you by Appboy from time to time. You agree to hold any confidential or proprietary information received from Appboy in strict confidence and shall not disclose, allow access to or otherwise make available confidential or proprietary information to any other party without the prior written consent of Appboy. You shall use reasonable means, but not less than that used to protect your own confidential and proprietary information, to safeguard the confidentiality of confidential and proprietary information received from Appboy. You shall be responsible for any unauthorized use or disclosure of Appboy confidential or proprietary information by any of your employees, agents or independent consultants and you agree to indemnify Appboy for all fees, costs and expenses (including reasonable attorneys' fees) incurred by Appboy as a result of any breach of this Agreement by you or your employees, agents or independent consultants.

Indemnity

9.1. You shall indemnify, defend and hold harmless Appboy and its officers, agents and employees from and against any claims, demands or causes of action (a) alleging infringement of any third party intellectual property rights based on (i) the use of your applications that use the Services, (ii) the use of any other software or hardware that is used in conjunction with the Services, (iii) the unauthorized use of the Services, or (iv) use of the Services not in conformance with the specifications or the requirements of this Agreement, (b) based on the unauthorized use of the Services by you, or (c) based on or resulting from a breach of any provision of this Agreement by you.

Third Party Software

10.1. Appboy makes no warranty of any kind to you or any third party with respect to any third party software used by you in conjunction with the Services. All licenses and costs with respect to all third party software is the sole and exclusive responsibility of you. All integration and use of and problems caused by or resulting from use of any third party software in conjunction with the Services is the sole and exclusive responsibility of you, and Appboy shall have no responsibility or liability with respect thereto.

Disclaimer of Warranties and Limitation of Liability

11.1. Other than as specifically set forth herein, the Services is provided "AS IS" and "WITH ALL FAULTS" and without warranty of any kind. You agree that the use of the Services is at your risk.

11.2. APPBOY MAKES NO WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, OPERATION OF THE SERVICES, OR OUTPUT OF OR RESULTS OBTAINED FROM THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERABILITY OR NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED BY APPBOY AND WAIVED BY YOU.

11.3. Limitation of Liability. OTHER THAN AS SPECIFICALLY SET FORTH HEREIN, IN NO EVENT SHALL APPBOY, ITS AGENTS OR EMPLOYEES, HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR THE COST OF SUBSTITUTE GOODS OR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY OR CLAIMS OF THIRD PARTIES) ARISING IN ANY MANNER IN CONNECTION HEREWITH, OR OUT OF THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF OR THE SUBJECT MATTER HEREOF, HOWEVER CAUSED, WHETHER BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT PRODUCT LIABILITY, INFRINGEMENT OR OTHERWISE, AND WHETHER OR NOT APPBOY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

Modification and Termination of Services

12.1. Appboy may, in its sole discretion, discontinue offering the Services or terminate or suspend your access to the Services at any time. Upon termination of the Agreement, Appboy will cease providing the Services and you agree to remove Appboy's code from your Developer Applications. You agree to provide, upon request, written verification that you have removed all Appboy code from your Developer Application.

12.2. Appboy reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, in its sole discretion, by posting changes at https://www.appboy.com/terms (or another URL that Appboy may provide from time to time). You are advised to regularly review the policy. You accept modifications of this Agreement through online acceptance of the terms or through your continued use of any part of the Services following the posting of any such changes or modifications.

Modification and Termination of Services

13.1. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

13.2. The failure of either party to enforce any term or condition of this Agreement shall not constitute a waiver of either party's right to enforce each and every term and condition of this Agreement. No breach under this Agreement shall be deemed waived or excused by either party unless such waiver or consent is in writing signed by the party granting such waiver or consent. The waiver by or consent of a party to a breach of any provision of this Agreement shall not operate or be construed as a waiver of or consent to any other or subsequent breach by such other party.

13.3. The parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written. This Agreement may only be amended in a writing signed by duly authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the parties' authorized successors, legal representatives, and authorized assigns.

13.4. All notices, demands, requests, consents or other communications required or permitted by this Agreement ("Notices") shall be in writing and sent to the parties at their current known addresses, or to such other address as either party may specify in writing. Notices shall be deemed duly served on or delivered (1) when delivered personally, (2) when sent to the other party by certified mail, return receipt requested, (3) when delivered by hand or sent by recognized overnight courier (with acknowledgement received by the courier), or (4) sent by facsimile, electronically confirmed and followed up immediately by standard United States mail.

13.5. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to its principles of conflicts or choice of law. The parties hereby opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law.

13.6. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY RIGHTS, OR SELF HOSTED SERVICES THAT ARE THE SUBJECT OF THIS AGREEMENT.

13.7. Any and all disputes arising under this Agreement shall only be resolved by courts located in the State of Delaware and the parties hereto consent to venue therein, the exclusive personal jurisdiction thereof, and to the sufficiency of service of process by certified or registered mail in connection with any dispute arising out of or in connection with this Agreement.

13.8. In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

13.9. The provisions this agreement, including but not limited to sections 3, 5, 6, 7, 8, 9, 10, 11, 12 and 13, shall survive any termination or expiration of this Agreement.

13.10. The relationship between the parties is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.