This Application Developer and API License Agreement (the “Agreement”), effective as of the date of acceptance of this Agreement (the “Effective Date”), is by and between Tumblr, Inc. (“Tumblr”) and you, or the individual, company or other entity that you represent (“Licensee”). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement. By building applications on Tumblr's platform, particularly those using the Tumblr API, you agree to this contract.

By building applications that interact with Tumblr's products and services (the "Tumblr Services") or using the Tumblr API, including but not limited to requesting authentication credentials or making calls to the Tumblr API, Licensee unconditionally consents and agrees to be bound by and a party to this Agreement.

This Agreement sets forth the rules around use of the Tumblr Services, the Tumblr API, and content shared on Tumblr that is accessible (through the Tumblr API or otherwise) for application development. Our hope is to encourage a thriving ecosystem of applications built on top of Tumblr, balanced against protection of our network, our bloggers and our business. If you feel that we should make changes to this Agreement, or if you seek a waiver from certain provisions herein, please contact us at api@tumblr.com.

1. Purpose.

   1. Use of Licensed Materials. This Agreement governs the use by Licensee of the following, all of which collectively are the “Licensed Materials”: (a) the application programming interface (“API”) of Tumblr and any accompanying or related documentation, source code, executable applications and other materials (collectively, the “Tumblr API”), including, but not limited to, as made available through Tumblr’s developer website (the “Developer Website”), as modified from time to time; (b) information related to blogs and websites hosted by Tumblr (the “Blogs”); (c) individual posts made on Tumblr Blogs (the “Posts”); (d) Tumblr user profile information (“Tumblr User Information”); and (e) any other content made available through the Tumblr API, including but not limited to private messages sent and/or received by Tumblr users and native Tumblr actions such as Tumblr reblogs, replies and likes (collectively with the Blogs, the Posts and Tumblr User Information, the “Content”).

   2. Use of Tumblr Marks. This Agreement also governs the use by Licensee, and restrictions on such use, of Tumblr’s name, trademarks, service marks, logos and other branding made available for use in connection with the Licensed Materials (the “Tumblr Marks”).

2. License. Subject to the terms and conditions of this Agreement, including the restrictions set forth in Section 3, Tumblr grants to Licensee a nonexclusive, nontransferable, nonsublicensable, worldwide, revocable right and license during the Term to: (a) use and make calls to the Tumblr API and to make use of the Tumblr Services (and Licensed Materials accessible therefrom) to develop, implement and distribute software applications, services or products (the “Licensee Applications”) that interact with the Tumblr Services; (b) use, reproduce, distribute, transmit, display and perform the Content, and modify (i.e., alter in any manner) the Content only to the extent necessary to format and display it through the Licensee Applications and (c) use and display the Tumblr Marks only to identify that the Licensed Materials originate from the Tumblr Services. Licensed Applications do not include those applications that use or access the Tumblr API or the Tumblr Services in order to monitor the availability, performance, or functionality of any of the Tumblr API or the Tumblr Services, for any other benchmarking or for other competitive purposes. As part of allowing applications to be built on and connected to Tumblr's products and services, whether or not using the Tumblr API, we give you access to a bunch of tools, including the API itself, the developer documents and content posted to Tumblr blogs. This license gives you the right to use those materials to make apps of all kinds, and also gives you the right to use Tumblr’s trademarks to identify that the apps that are built on top of Tumblr's products and services.

3. Restrictions. The licenses granted in Section 2 are explicitly conditioned on Licensee’s adherence to the following restrictions.There are a few things you aren't allowed to do as a Tumblr application developer...

   1. Compliance with this Agreement, Policies and Guidelines. Licensee must comply with the restrictions set forth in this Agreement, the Tumblr Terms of Service], the Tumblr Privacy Policy, the Tumblr Trademark Guidelines and the Tumblr Content Policy in all uses of the Licensed Materials. If Tumblr believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this Agreement, Licensee’s license to and ability to use and access the Licensed Materials may be temporarily or permanently revoked, with or without notice to Licensee. Complying with these restrictions is really important. In particular, the spirit of the Agreement is clear, and if you find a strict loophole in the language, we may still revoke your API access. If you’re concerned about whether or not your violating this Agreement, our Terms of Service, or any other policies or guidelines, please e-mail us at legal@tumblr.com

   2. Obtaining and Maintaining an API Key. In order to use the Tumblr API, Licensee must obtain API credentials (an “API Key”) via registration on the Developer Website. Licensee shall not share his or her API Key, shall keep such API Key secure and shall use it as Licensee’s sole means of accessing the Tumblr API.

   3. User Login via OAuth. Licensed Applications shall present users with the ability to log into the Tumblr Services through the Tumblr API via the OAuth protocol. Users without an account on the Tumblr Services shall be presented with an opportunity to create such an account.

   4. No Substantial Replication. Licensee shall not substantially replicate products or services offered by Tumblr, but is explicitly permitted to create specialized versions or extensions of such products or services. For example, Licensee is not permitted to fully replicate the Tumblr Dashboard product, but may create specialized views of Content from a user’s Dashboard or cross-platform variants of the Tumblr Dashboard. In addition, Licensee shall not use the Licensed Materials or other information collected from users of Licensed Applications to create or maintain a separate blogging platform, social network or other social service.Don't re-implement complete Tumblr functions or clients on a platform where Tumblr already has an official client (web, iPhone, Android).

   5. No In-Stream Advertising; No In-Network Promotions. Licensee shall not, in any manner, display any form of advertising within a stream of Content received by a user of a Licensed Application. In addition, advertisements cannot replicate the look and feel of, or reasonably be confused by users as, a piece of Content and should be clearly separated from Content. In addition, Licensed Applications may not promote any Content to or within the Tumblr network (“In-Network Promotions”), including if payment is received for such In-Network Promotions. For example, Licensed Applications may not create ranking systems or directories for Tumblr blogs or posts and promote those rankings or directories within or outside of the Tumblr Services.Don't inject in-stream ads. Don't offer special placement or promotion to specific Tumblr blogs or content within your app, especially for money, and don't implement ranking systems.

   6. No Marketplaces or Other Aggregators or Repositories of Code or Applications. Licensee is not permitted to create any sort of marketplace or other aggregator or public repository of code or applications the purpose of which is to collect items substantially based on the Licensed Materials, including Licensed Applications (a “Marketplace”), regardless of whether or not such Marketplace charges for such items. Such Marketplaces include, but are not limited to, collections of Tumblr themes, collections of Tumblr extensions or plugins and non-general purpose collections comprised solely of Licensed Applications. In addition, Licensee should not participate in such prohibited Marketplaces. Tumblr should be the single point of origin for any apps, extensions, or code that we provide tools to aggregate. That includes blog themes and our official apps.
      
      This is a serious security and quality issue for our business and our bloggers. For example, themes not hosted in our Theme Garden have not been vetted and have historically been a significant vector for spam and identity theft. To be clear, you are otherwise allowed and encouraged to distribute your applications on general purpose app stores.

   7. No Export for the Purpose of Replication, Repackaging or Resale. Licensee shall not, under any circumstances, export Content to a datastore intended to replicate, in whole or in part, Tumblr’s datastore, nor shall Licensee repackage and/or resell the Licensed Materials, including any Content, in any manner, including but not limited to by offering access to the Licensed Materials through its own API. For the sake of clarity, this restriction is not intended to apply to Licensed Applications that may, at the request of a user, export such user’s Content for the purposes of data portability. You won’t try to archive or resell Tumblr data, excluding data portability applications.

   8. No Compromising Tumblr Security. Licensee is not permitted to use the Licensed Materials in any manner that does or could potentially undermine the security of the Tumblr Services or the Licensed Materials. In addition, Licensee shall not, and shall not attempt to, interfere with, modify or disable any features, functionality or security controls of the Tumblr Services or the Tumblr API, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Licensed Materials, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Tumblr Services or the Tumblr API.

   9. Reporting Security Flaws and Unauthorized Access. Licensee shall immediately report to Tumblr any security flaws Licensee discovers in any of the Tumblr Services or the Licensed Materials. Tumblr reserves the right, in its sole discretion, to determine what constitutes a security flaw. Licensee shall further immediately report any actual or suspected unauthorized access to the Tumblr API using Licensee’s API credentials. Failure to report such flaws or unauthorized accesses, particularly prior to public disclosure, shall be considered a material breach of this Agreement. Be a good citizen: report suspected security issues to us before making them public. You can send security flaw reports to security@tumblr.com.

   10. No Phishing, Malware or Identity Theft. Licensee shall not publish or link to malicious content intended to damage, disrupt or exploit a user’s browser, computer or Tumblr account or to compromise a user’s privacy or credentials in any manner. In addition, Licensee shall not collect, or try to collect, a user’s Tumblr credentials, including but not limited to usernames or passwords.

   11. No Spamming. Licensee shall not use the Tumblr Services or Tumblr API, and shall not create Licensed Applications, for the purpose of “spamming.” Tumblr reserves the right, in its sole discretion, to determine what actions constitute “spamming,” such actions including but not limited to posting numerous substantially identical pieces of Content, posting misleading or obfuscated links and executing a large number of native Tumblr actions (e.g., posting, reblogging, liking, following) in a short period of time.

   12. Respect for API Limitations. Licensee shall respect the letter and the spirit of the programmatic limitations of the Tumblr API and the restrictions of this Agreement in designing and implementing Licensed Applications. For example, Licensee shall not work around any explicit Tumblr API limitation using a series of non-API calls, even if such work-arounds are possible by avoiding use of the Tumblr API. Specific prohibited actions include the process of “page scraping,” which is the process of downloading and parsing whole Tumblr pages in order to build Licensee Applications with capabilities beyond those intended to be provided by the Tumblr API. In addition, Licensee shall comply with any limitations on the frequency of access, calls and use of the Tumblr API as provided to Licensee by Tumblr from time to time. We've put a tremendous amount of care into making Tumblr's API functional and flexible enough for any projects you'll throw at it, and while we add new features frequently, certain features and data are not yet available. We ask that you respect these limitations, as well as any rate limits that we may place on actions, which are designed to protect our systems.

   13. No Content Modifications. Tumblr delivers Content for use under this Agreement, including materials created by or otherwise originating from Tumblr and delivered as part of such Content (“Tumblr Content”). Licensee shall not make any modifications to any Content, other than to modify the formatting of such Content in order to display it in a manner appropriate for the pertinent Licensed Applications. For example, Licensed Applications should not highlight text within a Post and externally link that text. In addition, Licensee shall not remove, block or otherwise prevent delivery of any Tumblr Content, including but not limited to any promotional content such as the Tumblr Radar.

   14. No Circumvention or Reverse Engineering; Maintenance of Proprietary Notices. Licensee shall not, and shall not attempt to: (i) interfere with, modify or disable any features or functionality of the Tumblr Services or Tumblr API, including, without limitation, any mechanisms used to restrict or control the Tumblr Services or Tumblr API, such as anti-circumvention measures; (ii) translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Tumblr Services or the Licensed Materials; (iii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Tumblr Services or the Licensed Materials; or (iv) remove or modify any proprietary notices, attribution or marks from or delivered as part of the Tumblr Services or the Licensed Materials.

   15. Genuine Actions. Licensee shall not create Licensed Applications with capabilities that in any way that do not reflect explicit, genuine expressions of user intent and permission. For example, Licensee Applications should not automatically follow blogs, should not like, reblog or reply to Content that a user has not explicitly liked, reblogged or replied to, and should not generate Posts on a user’s behalf without (1) a specific interaction informing a user that such user is making a Post to a particular blog and (2) an explicit action by such user evincing permission for making such Post (e.g., a Licensed Application should not automatically generate a Post indicating that a user has registered for such Licensed Application). In addition, a Licensed Application should not require a user to generate a Post as a prerequisite to using a Licensed Application or a feature of a Licensed Application. Make sure any actions triggered on Tumblr are what your users expect and intend. Don't automate user commands like “following”, “liking” or “reblogging”. Don't encourage insincere gestures like “follow trains”.

   16. No Continuous Playback. Licensee shall not use the Tumblr Services or the Tumblr API in a manner that enables sequential, continuous and/or uninterrupted playback of any media content, including but not limited to video, audio and images. For performance reasons, at this time we can't allow apps that allow continuous playback of media without user input. We hope this will change soon.

   17. Indicating Use of the Tumblr Services and the Tumblr API. In a prominent location in all Licensed Applications, Licensee should, to the extent reasonable based on the nature of the Licensed Application, indicate that such Licensed Applications have been created using the Tumblr Services and/or the Tumblr API, and shall comply with the Tumblr Trademark Guidelines in doing so. Make sure to say somewhere in your application that you’re using the Tumblr Services or the Tumblr API.
       For example, you could say “Powered by Tumblr”.

   18. Use of Tumblr Marks. Licensee may not, under any circumstances: (i) include in or use the Tumblr Marks, or any marks that are confusingly similar to or derivative of the Tumblr Marks (including without limitation, “TUMBL”, “TUMBLOG”, “TUM” and “BLR”) (“Confusing Marks”), as part of Licensee’s trade name (registered or otherwise), logos or other identifiers of Licensee; (ii) include in or use the Tumblr Marks or any Confusing Marks as part of any names, domain names logos or other identifiers of Licensee Applications; or (iii) use the Tumblr Marks or Confusing Marks in a manner that creates or may create a sense of endorsement, sponsorship or association with Tumblr, unless expressly permitted by Tumblr, in writing, to do so. All use of the Tumblr Marks, and any goodwill arising out of such use, shall inure to the benefit of Tumblr. Licensee may freely state and disclose that Licensee is using the Tumblr Services or the Tumblr API, as long as License adheres to all restrictions on the use of the Tumblr Marks stated in this Agreement, including those stated in the Tumblr Trademark Guidelines. You have a responsibility to make sure users know your app was not built or endorsed by Tumblr.

   19. No Misleading Users. Licensee may not, under any circumstances, whether within a Licensed Application or in materials discussing or concerning a Licensed Application, mislead, confuse or cause misapprehension or confusion among users as to the features, functionality, origin, capabilities or other aspects of said Licensed Application, Tumblr, the Tumblr Services or the Tumblr API. You should not advertise or otherwise discuss your application in a way that confuses or misleads users about the application or about Tumblr.

   20. Monitoring. Tumblr reserves the right to monitor Licensee’s use of the Licensed Materials for any reason or no reason, including to ensure Licensee’s compliance with the terms and conditions of this Agreement.

   21. Reporting and Statistics. Licensee shall ensure that all Licensee Applications properly use all reporting functionality that is made available through aspects of the Tumblr API that are used by such Licensee Applications. When you register an application or report other data to us, you’ll make an effort to ensure that that information is accurate.

   22. Attribution. Licensee agrees to maintain attribution of all pieces of Content to (1) the Tumblr blog that posted such Content (the “Posting Blog”) and (2) the source of the Content, if such source was provided by the posting blog using the “Source” attribute (the “Source”). At no time will Licensee falsely endorse Content obtained through the Tumblr Services or the Tumblr API as his/her/its own, unless Licensee has obtained the appropriate permissions of the applicable Posting Blog and/or Source. For the sake of clarity, this means that Licensee shall not display any Content without attribution to the Posting Blog and Source (if available), as delivered by the Tumblr Services or the Tumblr API. In addition, Licensee and Licensed Applications shall not modify or remove any proprietary notices, attribution or marks from the Licensed Materials. Attribution is really important for bloggers and content creators. You should make sure blog posts properly attribute both the posting blog and the origin source (when available).

4. Modifications. Licensee acknowledges and agrees that Tumblr may modify (including but not limited to updating) this Agreement, the Tumblr Services, the Tumblr API and Tumblr Content Policy from time to time (a “Modification”). Except for modifications of the Tumblr Services, Licensee will be notified a Modification through notifications or posts on the Developer Website or through a form of direct communication from Tumblr to Licensee, including but not limited to e-mail or notifications through the Tumblr Services. Licensee further acknowledges and agrees that the Tumblr Services and the Licensed Materials may be modified at any time and without any notice to Licensee. Licensee shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) comply with such modification(s) by implementing and using the most current version of the Tumblr API and making any changes to Licensee Applications that may be required as a result of such Modification(s). Licensee acknowledges that a Modification may have an adverse effect on Licensee Applications, including but not limited to changing the manner in which Licensee Applications communicate with Tumblr Services and display Content. Licensee acknowledges that its sole recourse for such adverse effects is to terminate this Agreement pursuant to Section 10, and that Licensee’s continued access to or use of the Tumblr Services or any Licensed Materials following such thirty (30) day period shall constitute binding acceptance of the Modification(s) at issue. Tumblr will attempt, but is not obligated, to provide thirty (30) days notice of any Modification that is not backwards compatible or that Tumblr reasonably believes will remove or materially alter significant functionality of the Tumblr API. We reserve the right to modify the Tumblr Services, the Tumblr API and this Agreement. We’ll give you as much notice as we can, but you need to comply with the modifications within 30 days or your access to the Tumblr Services or the Tumblr API may be revoked.

5. Ownership.Tumblr and/or its users own and have all rights to everything except your application; you own and have all rights to your application excluding all of the other stuff.

   1. Tumblr. Licensee acknowledges and agrees that Tumblr and its licensors, particularly its users, retain all worldwide right, title and interest in and to the Licensed Materials, including all worldwide intellectual property rights therein. Licensee also acknowledges and agrees that, as between Licensee and Tumblr, Tumblr owns all right, title and interest in and to the Tumblr Services, the Tumblr API, the Tumblr Marks, and any derivative works or enhancements thereof, including but not limited to all worldwide intellectual property rights therein. Licensee agrees not to act in any manner inconsistent with such ownership. Any of Tumblr’s rights not expressly granted under this Agreement are withheld. Licensee agrees that it will not challenge Tumblr’s ownership of the Tumblr Marks, challenge the validity of the licenses granted under this Agreement, or otherwise copy or exploit the Tumblr Marks during or after the termination of this Agreement, except as expressly authorized under this Agreement. If Licensee acquires any rights in the Tumblr Marks or any confusingly similar marks, by operation of law or otherwise, Licensee will, at no expense to Tumblr, immediately effectuate an assignment of such rights to Tumblr.

   2. Licensee. As between Licensee and Tumblr, Licensee retains all worldwide right, title and interest in and to the Licensee Applications, excluding the Tumblr Services, the Licensed Materials, the Tumblr Marks, and any derivative works or enhancements thereof, including but not limited to all intellectual property rights therein.

   3. Feedback. Licensee may provide Tumblr with feedback or comments related to the Licensed Material and/or Licensee’s experience with and use thereof (“Feedback”). Licensee agrees that Tumblr and its designees and assigns shall be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate and otherwise use Feedback, including all derivative works thereto, for any and all purposes, commercial or otherwise, with no obligation of any kind to Licensee.

6. Support. This Agreement does not entitle Licensee to any support for the Licensed Materials, unless Licensee makes separate arrangements with Tumblr for such support. Any such support provided by Tumblr shall be subject to the terms of this Agreement as modified by a separate support agreement. Licensee is solely responsible for providing all support and technical assistance to end users of the Licensee Applications. Licensee acknowledges and agrees that Tumblr has no obligation to provide support or technical assistance directly to Licensee’s end users and Licensee shall not represent to any of its end users that Tumblr is available to provide such support. We’ll do our best, but we can't guarantee any support for you or your Licensed Applications. We also can’t support your users. You’ll do your best to support your own applications.

7. Content.

   1. Creation of Content. If a Licensee Application allows users to post Content (i.e., to generate material that will be hosted on the Tumblr Services): (i) Licensee will acquire such user’s affirmative permission to post such Content, (ii) Licensee must promptly provide such Content to Tumblr via the Tumblr Services or the Tumblr API, as applicable; (iii) Licensee must provide to its users a prominent and clear disclosure detailing how Licensee may use such Content separately from transmitting that Content to the Tumblr Services and seeking the necessary licenses for Licensee to use such Content as disclosed; (iv) Licensee’s use of Content must adhere to the restrictions set forth in Section 3; (v) Licensee must provide such users prominent access via URL to the Tumblr Terms of Service, the Tumblr Privacy Policy and the Tumblr Content Policy; and (vi) Licensee may provide Tumblr with an application identifier that Tumblr may display in conjunction with the Content. If your application allows people to post to Tumblr, you need to: get their consent, be open with them about their rights and responsibilities regarding their content and actually provide that content to Tumblr.

   2. Removal of Content. When Licensee has been notified of such through the Tumblr API, Licensee will immediately, and in any case not later than twenty-four hours after notification, (including but not limited to by modifying applicable Licensee Applications): (i) delete or remove Content that has been deleted or removed from the Tumblr Services; (ii) modify Content that has been modified on the Tumblr Services; and (iii) change Licensee’s treatment of Content that has had its sharing options modified. When bloggers modify or remove content on Tumblr, your application is required to reflect those changes.

   3. Storage and Caching of Content. Under no circumstances shall Licensee store or cache Content received through the Tumblr API for longer than three (3) days; after three (3) days, Licensee shall re-request, through the Tumblr API, any such Content from Tumblr. Apps cannot cache content for more than three days.

8. Privacy.

   1. Tumblr User Information. To the extent Licensee has access to and is permitted to use Tumblr User Information through the Licensed Materials, such access and use shall be in accordance with the then-current Tumblr Privacy Policy. Licensee shall take efforts to ensure that Tumblr User Information disclosed in Content, inadvertently or otherwise, is not exploited for improper purposes such as identity theft, fraud or spamming. We take privacy seriously, and so should you. If you have access to any information about a Tumblr user, you have to adhere to our Privacy Policy.

   2. Licensee User Information. Licensee may collect information relating to users of Licensee Applications (“Licensee Application User Information”). If Licensee collects Licensee Application User Information, it shall provide to users an applicable privacy policy that clearly discloses Licensee’s information collection, storage and sharing practices, including the extent to which such Licensee Application User Information is disclosed to third parties such as Tumblr. Licensee’s privacy policy must: (i) comply and be consistent with all applicable laws, including but not limited to data protection regulations in applicable territories; (ii) allow disclosure of Licensee Application User Information to Tumblr, to the extent necessary for Licensee’s use of the Tumblr API and other Licensed Materials, in accordance with the then-current Tumblr Privacy Policy; and (iii) be no less protective of applicable end users than the then-current Tumblr Privacy Policy. If you are asking users for more information than Tumblr does, you'll have to have your own privacy policy that is at least as protective as ours.

9. Confidentiality. Licensee may from time to time, gain access to proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information that is either marked as “confidential” or disclosed in such a manner that it would be apparent it should be treated confidentially (“Confidential Information”). Licensee may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Licensee may not disclose Confidential Information to a third party without the prior express consent of Tumblr, provided in writing or by email. Licensee agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

10. Term and Termination; Survival. This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, and either return to Tumblr, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Licensed Materials and any Confidential Information in Licensee’s possession, and shall certify to Tumblr that such actions have occurred. Sections 3, 5, 6, 9 and 11-15 shall survive termination of this Agreement.

11. Representations and Warranties of Licensee. Licensee represents and warrants that: (i) Licensee has the necessary power and authority to enter into this Agreement, and that the performance of its obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom; (ii) Licensee shall maintain, throughout the Term, all required rights and licenses related to the Licensed Applications and the Licensed Applications shall not infringe or otherwise violate any third party rights, including but not limited to third party intellectual property rights; and (iii) Licensee’s uses of the Licensed Materials do and shall comply with all applicable foreign, federal, state and local laws, rules and regulations.

12. Indemnification by Licensee. Licensee will indemnify and hold Tumblr, its subsidiaries, affiliates, officers, employees and agents harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses brought by a third party arising out of or in connection with: (i) any act or omission by Licensee in connection with Licensee’s use of the Tumblr Services or the Licensed Materials; (ii) Licensee’s use of the Tumblr Services or the Licensed Materials other than as expressly allowed by this Agreement; (iii) Licensee’s breach of this Agreement, including but not limited to Licensee’s representations and warranties herein; or (iv) any Licensed Application.

13. Disclaimer. The Tumblr Services and the Licensed Materials are provided “as is” without warranty of any kind. Tumblr disclaims all warranties, whether express, implied or statutory, regarding the licensed materials and the tumblr services, including without limitation any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment, non-infringement of third-party rights and any warranties or conditions arising out of course of dealing or usage of trade. Further, Tumblr disclaims any warranty that Licensee’s use of the Tumblr Services or the Licensed Materials will meet any or all of Licensee’s requirements or that such use will be uninterrupted, error-free, virus-free or secure. Some states do not allow the exclusion or limitation of implied warranties, so the above limitations and exclusions may not apply to you.These two items are especially important. Please make sure you understand them.

14. Limitation of Liability. In no event shall Tumblr be liable to Licensee for any special, incidental, indirect, direct, exemplary, punitive, compensatory or consequential damages (including loss of use, data, business or profits) arising out of or in connection with this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Tumblr has been advised of the possibility of such loss or damage. Any claim arising our of or relating to this Agreement must be brought within one (1) year. In any case, Tumblr’s aggregate liability under this Agreement will not exceed fifty U.S. dollars (US$50.00). The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

15. Miscellaneous. This Agreement, the Tumblr Trademark Guidelines, the Tumblr Content Policy, the Tumblr Terms of Service and the Tumblr Privacy Policy together constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede and merge all prior proposals, understandings and contemporaneous communications, whether oral, written or electronic. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of Tumblr or pursuant to Section 4 (Modifications). Licensee may not assign any of the rights or obligations granted under this Agreement, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of Tumblr, and any attempted assignment in violation of this paragraph is void. Tumblr may assign, transfer or delegate any of its rights and obligations hereunder without notice or consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. Licensee agrees that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts of New York County, New York. The section and paragraph headings in this Agreement, along with all provided annotations, are for convenience only and shall not affect the interpretation of this Agreement. The failure of Tumblr to enforce any part of this Agreement shall not constitute a waiver of its right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that Tumblr will waive compliance in the future. In order for any waiver of any covenant or right under this Agreement to be binding, such waiver must be memorialized in a writing duly authorized by Tumblr. Unless otherwise specified, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. All notices to Tumblr shall be sent to legal@tumblr.com. All notices to Licensee shall be sent to the location specified in Licensee’s Tumblr API access registration information.