LICENSE

CanvasPop, Inc. now provides the CanvasPop iOS Library
making it easy for developers to incorporate the CanvasPop photo printing API into their application.

CanvasPop Photo Printing API Agreement and Terms of Use

Last Modified on December 17, 2013

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.

These CanvasPop API Terms of Use ("API Terms") set out the terms and conditions of use of the CanvasPop
Web or Mobile APIs (individually known as "API" or collectively as "APIs"). If you want to use the
CanvasPop APIs, you must first register with CanvasPop (the "Registration") by completing the
information on the CanvasPop registration form available at https://developers.canvaspop.com/sign-up (the "CanvasPop
Website"). By submitting your Registration to CanvasPop and / or using the CanvasPop API, you agree to
these API Terms. CanvasPop may amend these API Terms at any time by posting the amended API Terms on the
CanvasPop Website, and you agree that you will be bound by any changes to these API Terms. For your
CanvasPop Website, and you agree that you will be bound by any changes to these API Terms. For your
convenience, the date of last revision is included at the top of this page. CanvasPop reserves the
right, at its sole discretion, to refuse or reject your Registration at any time.

You and CanvasPop agree as follows:

1. License. The CanvasPop APIs are owned by CanvasPop, and are licensed to you on a non-exclusive,
non-sublicenseable basis on the terms and conditions set forth herein. These terms define legal use of
the CanvasPop APIs, all updates, revisions, substitutions, and any copies of the CanvasPop APIs made by
or for you.

2. You may use the CanvasPop API's to develop software or code to interface and connect a software
application with the CanvasPop iOS Library, so long as you:

(a) Comply with the CanvasPop Terms of Use at http://www.canvaspop.com/help/terms-of-use/;

(b) Comply with any requirements or restrictions imposed on usage of the photos submitted to us by their
respective owners;

(c) Disclose in your application through a privacy policy or otherwise displayed in the footer of each
page, how you collect, use, store, and disclose data collected from visitors, including, where
applicable, that third parties (including advertisers) may serve content and/or advertisements and
collect information directly from visitors and may place or recognize cookies on visitors' browsers; and

(d) At all times maintain the value and reputation of the CanvasPop iOS Library, CanvasPop API and
CanvasPop brand or name, to the best of your abilities.

(e) Limit your use of the CanvasPop API to creation of art products that are physically
printed and shipped through CanvasPop. For the avoidance of doubt, creating digital-only art, photo and image
sharing using the CanvasPop API is strictly prohibited.

(f) CanvasPop also reserves the right to deny service to any of your users, at CanvasPop's sole and
absolute discretion, for instance, in the event that your users' photos or other content passed to
CanvasPop includes any offensive or illegal activities.


3. You may not do any of the following:

(a) Adversely affect, impede or otherwise hinder or disrupt the functionality or performance of the
CanvasPop iOS Library or products or services provided by CanvasPop, or replicate or attempt to replace
the essential user experience of the CanvasPop iOS Library or other current or
future CanvasPop products;

(b) Adversely impact the behavior of other applications using the CanvasPop iOS Library;

(c) Attempt to install spyware or malware on the client computer;

(d) Use the CanvasPop iOS Library to spam, or otherwise harass users with unwanted mail or other
unwanted actions;

(e) Attempt to redistribute information about the use of the CanvasPop iOS Library or CanvasPop
services without express permission of the user;

(f) Attempt to modify the CanvasPop iOS Library user interface in any way; or

(g) Collect any user's personal information or data in a misleading, illegal, unauthorized or unfair
way; or

(h) Use the CanvasPop iOS Library in any manner or for any purpose that violates any law or regulation,
any right of any person, including but not limited to intellectual property rights, rights of privacy,
or rights of personality.

4. You may only use the following references to CanvasPop, the CanvasPop API and/or the CanvasPop iOS
Library in connection with your Software Application:

"uses the CanvasPop iOS Library" or "uses CanvasPop Ship" or "uses CanvasPop"

"using the CanvasPop iOS Library" or "using CanvasPop Ship" or "using CanvasPop"

"shipped by CanvasPop"

"powered by the CanvasPop API" or "powered by CanvasPop Photo Printing API" or "powered by CanvasPop"

5. Your Software Application must prominently display the following statement in the help text or about
text, and/or in the Acknowledgements in the documentation associated with your Software Application:

"This product uses the CanvasPop API but is not endorsed, certified or otherwise approved in any way by
CanvasPop"

6. Nothing in these API Terms will give you any right to use CanvasPop's trademarks and logos (including
without limitation the CanvasPop, CanvasPop API, or make
references to CanvasPop or CanvasPop's products or services other than those explicitly made available
in connection with use of the CanvasPop API and/or CanvasPop iOS Library.

7. Revenue Share:

(a) When you use the CanvasPop API to incorporate the CanvasPop iOS Library into your own product,
allowing your users to access a CanvasPop account and purchase CanvasPop products, we will share the
revenue with you for those products that are purchased as a result of a direct referral from your
product, as set forth herein. We do not share revenue that may have been derived indirectly from your
product, for instance where a user is initially referred through your product (for which you receive a
revenue share) but subsequently uses a different CanvasPop product. These API terms may be amended from
time to time to include new CanvasPop products. You determine the price your users will pay for our
products, and we pay you a revenue share accordingly.

(b) Our available products and current revenue share are as follows:Canvas printing and delivery services.
CanvasPop will pay you your mark-up (defaulted to 30% of wholesale base price)of all revenue received
from users less a 3% processing fee.

(c) CanvasPop will track the product sales and product revenue generated from users that use the
CanvasPop APIs to print artwork, and all other metrics upon which payment
under these API Terms are based. You acknowledge and agree that CanvasPop's reports and statistics will
be controlling for all purposes, including without limitation calculation of payments due under these
API Terms.

(d) On or before the 15th day after the end of each calendar month, CanvasPop will send you a report,
accompanied by a payment, showing information including but not limited to (i) the number and type of
CanvasPop products printed and shipped on behalf of users originating from your product and utilizing
the CanvasPop APIs, and (ii) a calculation of your revenue share due to CanvasPop. If you are using the
mobile API, CanvasPop may also a report including (iii) customers accessing their accounts through your
application and (iv) gross revenue actually received by CanvasPop for such products.

(e) CanvasPop assumes no responsibility for paying any taxes on your behalf. You agree to assume and do
assume complete and sole responsibility for any taxes owed in connection with payments made to you and
you agree to indemnify and hold CanvasPop harmless from any such taxes. Upon written request, CanvasPop
shall provide you with appropriate tax information, including earnings on Form 1099 as required by
applicable law. If you reside or are domiciled in the United States, you agree to provide your Social
Security number or Federal Employee Identification Number and any other reasonable information to
CanvasPop for tax reporting purposes. Such information will be used for no purpose other than as
required by applicable tax laws for tax reporting purposes. If you reside outside of the United States,
then you may be asked to complete appropriate forms for tax purposes and shall accurately and promptly
complete such forms. CanvasPop may withhold payment from you in the event that you do not provide
accurate tax information or complete any necessary tax or reporting forms, as determined in our sole
discretion.

8. You represent and warrant that you are authorized to agree to the terms and conditions of these API
Terms.

9. You acknowledge and agree that your use of the CanvasPop API will be at your own risk and account.
You agree, on demand, to indemnify, defend and hold CanvasPop, its affiliates and staff harmless from
and against any and all liability and costs, including reasonable attorneys' fees incurred by such
person, in connection with or arising out of:

(a) your use of the CanvasPop API or

(b) any breach or violation of the terms and conditions of these API Terms and any other applicable
additional terms and (c) the provision by you of any Software Application or Hardware Device you develop
using the CanvasPop API.

10. CanvasPop reserves the right to modify these API Terms at any time, on a general or individual
basis, by publishing the revised API Terms on the CanvasPop Website or by otherwise notifying you of the
revised API Terms. Your continued use of the CanvasPop API shall constitute your acceptance to be bound
by the terms and conditions of the revised API Terms.

11. IP Rights:

(a) When you use the CanvasPop API, you retain the IP Rights you may have in your Software Application.

(b) As between you and CanvasPop, CanvasPop and its licensors retain the IP Rights in and to the
CanvasPop iOS Library and the CanvasPop APIs and any derivative works thereto created by or for
CanvasPop or its licensors.

12. Term and Termination:

(a) These API Terms will become effective upon an approved Registration and / or use of the CanvasPop
API and will remain effective until terminated by either CanvasPop or you as set out herein.

(b) You may terminate these API Terms with immediate effect at any time. Without limiting other
remedies, CanvasPop may limit, suspend or terminate these API Terms (and any other additional terms) and
your use of the CanvasPop API at any time if we think that you are in breach of these API Terms or if we
think that you have acted in a way which shows that you do not intend to comply with these API Terms. In
addition, CanvasPop may terminate these API Terms with immediate effect at any time, for any reason,
including but not limited to, if you engage in any action that in CanvasPop's sole discretion devalues
CanvasPop's brand or reputation, the CanvasPop iOS Library or the CanvasPop API.

(c) Upon termination of these API Terms by you or by CanvasPop for any reason: (1) all licenses and
rights to use the CanvasPop API shall immediately terminate and (2) you will immediately cease any and
all use of the CanvasPop API. The parties will work to finalize any outstanding orders and payment due
to CanvasPop within 5 business days of termination by either party.

13. Support. CanvasPop may elect to provide you with support or modifications for the API or CanvasPop
iOS Library (collectively, "Support"), in its sole discretion, and may terminate such Support at any
time without notice to you. CanvasPop may change, suspend, or discontinue any aspect of the CanvasPop
API, or the CanvasPop iOS Library at any time, including the availability of the CanvasPop API or the
CanvasPop iOS Library. CanvasPop may also impose limits on certain features and services or restrict
your access to parts or all of the CanvasPop API, the CanvasPop iOS Library or the CanvasPop Web site
without notice or liability.

14. Disclaimer of Warranties and Limitation of Liability:

(a) No Warranties: THE CANVASPOP API IS PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER; CANVASPOP DOES
NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT
TO THE CANVASPOP API, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE,
NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. CANVASPOP FURTHER DOES
NOT REPRESENT OR WARRANT THAT THE CANVASPOP API WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED,
TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT DATA LOSS.

(b) No Liability: THE CANVASPOP API IS BEING PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, YOU
ACKNOWLEDGE AND AGREE THAT CANVASPOP, ITS AFFILIATES, ITS LICENSORS AND THE CANVASPOP STAFF WILL HAVE NO
LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE CANVASPOP API, AS SET FORTH BELOW. YOUR
ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE CANVASPOP API IS TO
IMMEDIATELY CEASE USE OF SUCH CANVASPOP API.

(c) Limitation of Liability: IN NO EVENT SHALL CANVASPOP, ITS AFFILIATES, ITS LICENSORS OR THE CANVASPOP
STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY
OTHER FORM OF LIABILITY, FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS)
ARISING OUT OF THE USE OR INABILITY TO USE THE CANVASPOP API; (B) ANY LOSS OF INCOME, BUSINESS OR
PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE CANVASPOP API; AND
(C) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF (I) ANY DISRUPTIONS OR DELAYS IN ANY
COMMUNICATION WHEN USING THE CANVASPOP API,

(II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY CANVASPOP FOR ANY REASON, AND (III)
THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE CANVASPOP API TO YOU.

(d) THE LIMITATIONS ON CANVASPOP'S LIABILITY TO YOU IN PARAGRAPH 12(c) ABOVE SHALL APPLY WHETHER OR NOT
CANVASPOP, ITS AFFILIATES OR THE CANVASPOP STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR
DAMAGES ARISING.

(e) NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR
RESTRICTING THE LIABILITY OF CANVASPOP FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF
CANVASPOP, THE CANVASPOP STAFF OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED
BY LAW. As some jurisdictions do not allow some of the exclusions or limitations as set forth above,
some of these exclusions or limitations may not apply to you. In such event the liability will be
limited to the maximum extent possible within the applicable legislation.

15. Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive
all claims against CanvasPop, and its subsidiaries, affiliates, officers, agents, licensors, co-branders
or other partners, and employees from any and all liability for claims, damages (actual and/or
consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and
nature, arising from or in any way related to your use of CanvasPop APIs. If you are a California
resident, you waive your rights under California Civil Code ¤ 1542, which states, "A general release
does not extend to claims which the creditor does not know or suspect to exist in his favor at the time
of executing the release, which if known by him must have materially affected his settlement with the
debtor." You understand that any fact relating to any matter covered by this release may be found to be
other than now believed to be true and you accept and assume the risk of such possible differences in
fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have
under any other state or federal statute or common law principle of similar effect, to the fullest
extent permitted by law.

16. General:

(a) API Terms Revisions. These API Terms may only be revised in a writing signed by CanvasPop, or
published by CanvasPop on the Sites.

(b) No Partnership. You agree that no joint venture, partnership, employment, or agency relationship
exists between you and CanvasPop as a result of these API Terms.

(c) Assignment. CanvasPop may assign these API Terms, in whole or in part, to any person or entity at
any time with or without your consent. You may not assign the API Terms without CanvasPop's prior
written consent, and any unauthorized assignment by you shall be null and void.

(d) Severability. If any part of these API Terms is determined to be invalid or unenforceable, then that
portion shall be severed, and the remainder of the API Terms shall be given full force and effect.

(e) Attorneys' Fees. In the event any litigation is brought by either party in connection with these API
Terms, the prevailing party in such litigation shall be entitled to recover from the other party all the
reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the
litigation.

(f) No Waiver. Our failure to enforce any provision of these API Terms shall in no way be construed to
be a present or future waiver of such provision, nor in any way affect the right of any party to enforce
each and every such provision thereafter. The express waiver by us of any provision, condition or
requirement of these API Terms shall not constitute a waiver of any future obligation to comply with
such provision, condition or requirement.

(g) Notices. All notices given by you or required under these API Terms shall be in writing and
addressed to: CanvasPop, Inc., 800 Market St. Suite 600 San Francisco, CA 94102, ATTN: CEO.

(h) Export Administration. You will comply fully with all relevant export laws and regulations of the
United States, including, without limitation, the U.S. Export Administration Regulations (collectively
"Export Controls"). Without limiting the generality of the foregoing, you will not, and you will require
your representatives not to, export, direct or transfer the App, or any direct product thereof, to any
destination, person or entity restricted or prohibited by the Export Controls.

(i) Equitable Remedies. You hereby agree that CanvasPop would be irreparably damaged if the terms of
these API Terms were not specifically enforced, and therefore you agree that we shall be entitled,
without bond, other security, or proof of damages, to appropriate equitable remedies with respect to
breaches of these API Terms, in addition to such other remedies as we may otherwise have available to us
under applicable laws.

(j) Entire Agreement. These API Terms, including the documents expressly incorporated by reference,
constitutes the entire agreement between you and us with respect to the Sites and/or Service and
supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you
and us with respect to the Sites and/or Service.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THE CANVASPOP API TERMS AND UNDERSTAND AND ACCEPT THE
RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY SUBMITTING YOUR REGISTRATION, YOU
EXPRESSLY CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND GRANT TO CANVASPOP THE RIGHTS SET FORTH
HEREIN.