API License Terms (Exhibit C)

PACKAGEX, INC.
API LICENSE Terms

This API LICENSE AGREEMENT (this “Agreement”) is made and entered into by and between PackageX, Inc., a Delaware corporation with a place of business at 500 7th Avenue, New York, NY 10018 (“Company”) and the party identified in the Order Form (“Licensee”) on the date it is signed by both parties (“Effective Date”).

For good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Definitions.

1.1. “API” means the Company application programming interface that is made available to Licensee in connection with this Agreement.

1.2. “Company Content” means the data, information, or materials transmitted through the API by Company.

1.3. “Company Marks” means Company’s names, trademarks, service marks and logos (including any and all Company names, trademarks, service marks and logos) that Company provides to Licensee in connection with this Agreement for use in connection with the API and Company Content, subject to the terms and conditions of this Agreement.

1.4. “Company Materials” means the API, Company Content and Company Marks.

1.5. “Licensee Properties” means Licensee’s applications, websites and other online or mobile properties, products and services.

2. License.

2.1. Grant. Subject to the terms and conditions of the Agreement, Company hereby grants to Licensee a limited, non-exclusive, revocable, non-sublicensable, non-transferable, non-assignable license during the Term of this Agreement to: (a) access, use and integrate the API with the Licensee Properties to receive the Company Content; and (b) reproduce and display the Company Marks in the Licensee Properties, subject to Company’s prior written approval in each instance, which approval shall be given in Company’s sole discretion, and any instructions or guidelines that Company may provide from time to time, solely in connection with Licensee’s use and integration of the API with the Licensee Properties.

2.2. License Restrictions. Licensee shall not, and shall not permit any third party to:

1. (a) cache, record, pre-fetch, or otherwise store any portion of the Company Content, or attempt or provide a means to execute any “bulk download” operations;
2. (b) display the Company Marks or Company Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between Licensee or a third party and Company, other than as permitted under the terms of this Agreement;
3. (c) copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API;
4. (d) use the API in a manner that impacts the stability of Company’s servers or impacts the behavior of other applications using the API;
5. (e) display the Company Content or Company Marks on any site that disparages Company or its products or services, or infringes, misappropriates or otherwise violations any Company intellectual property or other rights;
6. (f) use the Company Materials in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Company’s sole discretion) to Company, its providers, its suppliers, its customers, its end users, or your end users;
7. (g) use the Company Materials in a manner that could reasonably be interpreted to suggest that Licensee is the author or entity that is responsible, in whole or in part, for the creation or development of any Company Content;
8. (h) use the Company Materials in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, weapons and accessories; or any subject matter prohibited by this Agreement; and
9. (i) use the Company Materials in connection with the development of any products, services or materials that would be competitive with the Company Materials or Company’s products or services;
10. (j) except as permitted herein, use, modify, register, adopt or grant to any third party any right or license to use the Company Marks, or any variations thereof or any marks or domain names which are similar or confusingly similar, without Company’s prior written consent.

2.3. Proprietary Notices. Licensee shall reproduce and include any copyright or other proprietary rights notices of Company in all copies, in whole or in part, of the Company Materials. Licensee shall not remove any copyright or other proprietary rights notices from any materials provided by Company to Licensee.

2.4. Third Party Software. Licensee acknowledges that in order to use the API, Licensee must provide certain third-party software. Company makes no warranties, express or implied, with respect to any such third-party software.

3. Proprietary Rights.

3.1. Company. Subject only to the limited license expressly granted under this Agreement, as between Company and Licensee, Company shall retain all right, title and interest, including all patent, copyright, trade secret, know-how, design rights, trademark, and other intellectual property rights, in and to the Company Materials and any changes, corrections, bug fixes, enhancements, updates, improvements, derivative works and other modifications thereto, whether made by or on behalf of Company, Licensee or any third party, and as between the parties all such rights shall vest in and be assigned to Company. Licensee shall have no right, title or interest in any corrections, bug fixes, enhancements, updates, improvements, derivative works or other modifications to the Company Materials. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title to or ownership of the Company Materials, but only a right of limited use during the Term and under the terms and conditions of this Agreement. Licensee shall keep the Company Materials free and clear of all claims, liens and encumbrances. In the event ownership of any of the Company Materials or any modification thereto vests in Licensee, Licensee hereby assigns to Company all of its right, title and interest in and to all intellectual property and other rights (and where relevant such assignment is by present assignment of future copyright) in such Company Materials or modification, and waives any and all moral rights in such Company Materials or modification to which it may now or in the future be entitled under the laws of any jurisdiction.

3.2. Licensee. As between Licensee and Company, Licensee shall retain all right, title and interest, including all patent, copyright, trade secret, know-how, design rights, trademark, and other intellectual property rights, in and to the Licensee Properties (excluding the Company Materials) and any changes, corrections, bug fixes, enhancements, updates and other modifications thereto, whether made by or on behalf of Licensee, Company or any third party, and as between the parties all such rights shall vest in and be assigned to Licensee. In the event ownership of any of the Licensee Properties (excluding the Company Materials) or any modification thereto vests in Company, Company hereby assigns to Licensee all of its right, title and interest in and to all intellectual property and other rights (and where relevant such assignment is by present assignment of future copyright) in such Licensee Properties or modification, and waives any and all moral rights in such Licensee Properties or modification to which it may now or in the future be entitled under the laws of any jurisdiction.

3.3. Export Law Assurances. Licensee understands that the Company Materials are subject to export control laws and regulations. LICENSEE MAY NOT DOWNLOAD OR OTHERWISE EXPORT OR RE-EXPORT THE COMPANY MATERIALS OR ANY UNDERLYING INFORMATION OR TECHNOLOGY EXCEPT IN FULL COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, IN PARTICULAR, BUT WITHOUT LIMITATION, UNITED STATES EXPORT CONTROL LAWS. NONE OF THE COMPANY MATERIALS OR ANY UNDERLYING INFORMATION OR TECHNOLOGY MAY BE DOWNLOADED OR OTHERWISE EXPORTED OR RE- EXPORTED: (A) INTO (OR TO A NATIONAL OR RESIDENT OF) ANY COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS; OR (B) TO ANYONE ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S LIST OF PROHIBITED COUNTRIES OR DEBARRED OR DENIED PERSONS OR ENTITIES. LICENSEE HEREBY AGREES TO THE FOREGOING AND REPRESENTS AND WARRANTS THAT LICENSEE IS NOT LOCATED IN, UNDER CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST.