Hoiio Developer Agreement

HOIIO DEVELOPER AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HOIIO PRIVATE LIMITED ("HOIIO") STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS A HOIIO DEVELOPER.

IN ORDER TO USE THE HOIIO API AND SERVICES ("SERVICES"), YOU MUST FIRST READ THIS HOIIO DEVELOPER AGREEMENT ("AGREEMENT") BEFORE PRESSING THE "AGREE" BUTTON. BY PRESSING "AGREE", YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "CANCEL" AND YOU WILL BE UNABLE TO BECOME A HOIIO DEVELOPER.

1. Relationship with Hoiio.

You understand and agree that by becoming a Hoiio Developer, no legal partnership or agency relationship is created between you and Hoiio. Neither you nor Hoiio is a partner, an agent or has any authority to bind the other. You agree not to represent otherwise. You also certify that you are of the legal age of majority in the jurisdiction in which you reside and you represent that you are legally permitted to become a Hoiio Developer. This Agreement is void where prohibited by law and the right to become a Hoiio Developer is not granted in such jurisdictions.

2. Grant of Rights to Use Services.

Subject to your acceptance of and compliance with this Agreement and with the payment requirements for the Services, Hoiio hereby grants you a limited, non-exclusive, non-transferable, revocable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features provided by Hoiio that augment or enhance the current Services shall also constitute "Services" and shall be subjected to these terms and conditions.

You may write a software application or website ("Application") that interfaces with the Services. You acknowledge that we may change, deprecate or republish APIs for any Service or feature of a Service from time to time, and that it is your responsibility to ensure that calls or requests you make to our Service are compatible with then-current APIs for the Service. Hoiio will attempt to inform you of any changes with reasonable notice so you can adjust your Application, but we are under no obligation to do so. You and any Applications that you may build, distribute, or otherwise create may make network calls or requests to the Services, or may receive phone calls via the Service, at any time that the Services are available. You may use the Services to execute Applications owned or lawfully obtained by you. You are solely responsible for your Applications, including any data, text, images or content contained therein. You are personally responsible for all traffic originating from your Applications using your account credentials to the Services. As such, you should protect your authentication keys and security credentials. Actions taken using your credentials shall be deemed to be actions taken by you, with all consequences including service termination, civil and criminal penalties. You further agree to abide by all applicable local, state, national, foreign and international laws and regulations and that You will be solely responsible for all acts or omissions that occur under Your account or password, including the content of Your transmissions through the Service.

3. Developer Benefits.

As a Hoiio Developer, you may have the opportunity to attend certain Hoiio developer conferences, technical talks, and other events ("Hoiio Events"). In addition, you may gain access to the Hoiio Developer Portal ("Portal") and documentations, code samples or materials displayed on the Hoiio Developer Website ("Content"). Hoiio may change, suspend or discontinue providing the Hoiio Events, Portal and Content to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of materials without notice or liability.

4. Restrictions.

You agree not to exploit the Services, Hoiio Events, Portal or Content provided to you as a Hoiio Developer, in any unauthorized way, including but not limited to, by trespassing, burdening network capacity or using the Services, Portal or Content other than for authorized purposes. Copyright and other intellectual property laws protect the Portal and Content provided to you, and you agree to abide by and maintain all notices, license information, and restrictions contained therein.

You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of any software or security components of the Services, Portal, or of the Content. Use of the Services, Portal or Content to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. Hoiio retains ownership of all its rights in the Services, Hoiio Events, Portal and Content, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Hoiio intellectual property.

5. Emergency Services, Number Portability and Directory Service.

You acknowledge and understand that we do NOT currently allow you to access any 911 or similar emergency services (no traditional 911, E911, or similar access to emergency services). In additions, you also acknowledge and understand that we do NOT currently provide number portability and directory services unless we specify in the Services. The Services are not intended to replace any primary phone service, such as a traditional landline or mobile phone, which may be used to contact emergency services.

6. Amendment

Hoiio reserves the right, at its discretion, to modify this Agreement, including any rules and policies at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) ("Additional Terms") communicated to you by Hoiio. All Additional Terms are hereby incorporated into this Agreement by this reference and your continued use of the Service or Portal will indicate your acceptance of any Additional Terms.

7. Communication

Hoiio may be sending communications to you from time to time. Such communications may be in the form of phone calls, SMS and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding your participation as a Hoiio Developer. By agreeing to this Agreement, you consent that Hoiio may provide you with such communications.

8. Confidentiality.

You agree that any information disclosed by Hoiio to you in connection with Hoiio Events, Portal or Content, will be considered and referred to as "Hoiio Confidential Information". Notwithstanding the foregoing, Hoiio Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of yours, (ii) information that is generally made available to the public by Hoiio.

Unless otherwise expressly agreed or permitted in writing by Hoiio, you agree not to disclose, publish, or disseminate any Hoiio Confidential Information to anyone other than to other Hoiio Developers who are employees and contractors working for the same entity as you and then only to the extent that Hoiio does not otherwise prohibit such disclosure. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Hoiio Confidential Information.

9. Term and Termination.

The term ("Term") of this Agreement will commence once you accept this Agreement. You may terminate your participation as a Hoiio Developer at any time, for any reason, by notifying Hoiio in writing of your intent to do so. Hoiio may suspend or terminate you as a Hoiio Developer at any time in Hoiio's sole discretion. If Hoiio terminates you as a Hoiio Developer, Hoiio reserves the right to deny your reapplication at any time in Hoiio's sole discretion.

Upon our suspension of your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by you, notwithstanding the suspension; (ii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Services; and (iii) all of your rights with respect to the Services shall be terminated during the period of the suspension.

Upon termination of this Agreement for any reason: (i) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services; and (ii) all rights and licenses granted to you by Hoiio will cease immediately, and you agree to destroy any and all Hoiio Confidential Information that is in your possession or control. Following termination of this Agreement, Sections 1, and 8-16 shall continue to bind the parties.

10. Hoiio Independent Development

Nothing in this Agreement will impair Hoiio's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Hoiio will be free to use any information, suggestions or recommendations you provide to Hoiio pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights.

11. No Warranty

HOIIO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, "HOIIO" FOR PURPOSES OF THIS SECTION 10 AND 11) DO NOT PROMISE THAT THE SERVICES, PORTAL, CONTENT (INCLUDING, FUNCTIONALITY OR FEATURES OF THE FOREGOING), OR ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE AS A HOIIO DEVELOPER (COLLECTIVELY, THE "SERVICE" FOR PURPOSES OF THIS SECTION 10 AND 11) WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. HOIIO CANNOT ENSURE THAT ANY CONTENT (INCLUDING FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. FURTHER, HOIIO DOES NOT GUARANTEE ANY RESULTS OR IDENTIFICATION OR CORRECTION OF PROBLEMS AS PART OF THE SERVICE AND HOIIO DISCLAIMS ANY LIABILITY RELATED THERETO. HOIIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HOIIO DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, AND ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST HOIIO FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

12. Indemnity

You shall indemnify and keep Hoiio and third parties who contribute to the Service, indemnified against any claims, proceedings, taxes, liabilities, loss(whether direct, indirect or consequential), damage, cost(including legal costs on a full indemnity basis) arising out of or in connection with any acts by you, any breach of the terms or conditions of this Agreement by you, or any materials or information communicated by you, which lads wholly or partially to claims against Hoiio or any third party who contributed to the Service.

13. Disclaimer of Liability.

TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL HOIIO BE LIABLE WITH RESPECT TO THE SERVICE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT HOIIO HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, HOIIO IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE, HOIIO'S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS (USD$50.00).

14. Notices

Notices made by us under this Agreement for you specifically will be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email. For notices made by you to us under this Agreement and for questions regarding this Agreement or the Services, You may contact Hoiio by emailing us at support@hoiio.com.

15. Third-Party Notices.

Third party software provided by Hoiio to you as a Hoiio Developer may be accompanied by its own licensing terms, in which case such licensing terms will govern your use of that particular third party software. Mention of third parties and third party products in any materials, advertising, promotions or coupons provided to you as a Hoiio Developer is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third party product specifications and descriptions are supplied by the respective vendor or supplier, and Hoiio shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.

15. Governing Law

This Agreement shall be governed by the laws of Singapore without regard to its conflict of law provisions. The parties further submit to and waive any objections to the personal and exclusive jurisdiction of the courts located within Singapore.

16. Miscellaneous

No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Hoiio, and no single waiver will constitute a continuing or subsequent waiver. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of Hoiio. Any non-conforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon Hoiio unless made in writing and signed by an authorized representative of Hoiio. The parties hereto confirm that they have requested that this Agreement and all attachments and related documents be drafted in English.

Revision: 20th July 2011