Milo Developer Program

The Milo API allows developers everywhere to harness the power of local commerce for their app or website. For the first time ever, the real-time local availability of millions of products from 150,000+ stores across the U.S. is available for private use. Whether you have a sneaker app or a wedding planner app, local availability information is sure to take your product to the next level.

The Milo API allows developers to access local availability information for millions of products from 150,000+ stores all across the country. We’ve done the work of aggregating and structuring this data.

The Milo Developer program is currently through invite only. Please complete the form below and agree to the API terms. We’ll then notify you of the status of your application.

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Milo API Terms of Service

MILO API LICENSE AGREEMENT

Because we are committed to protecting our users and our sites and services, we require you to abide by the following terms governing your use of the Milo API. IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, WE DO NOT GRANT YOU A LICENSE TO USE THE MILO API. Your contract is with eBay Inc. ("eBay"), which has a business division that operates the local shopping comparison service Milo.com ("Milo"). By accepting this Agreement, you are representing and warranting that you have the authority to bind the party being issued an Access Key (as defined below) and you and that party are collectively referred to as "you" or "your" in this Agreement.

1 DEFINITIONS

1.1 "Access Keys" means the confidential security keys provided by eBay to you for your use of the Milo API, including the developer ID, certificate ID and application ID.

1.2 "Application" means the software application, website or other interface that you develop, own or operate to interact with the Milo API.

1.3 "Milo API" means an API, a set of APIs and/or other developers' tools that allow you to access Milo Content, the Milo Site and its services.

1.4 "Milo Content" means all of the information stored in and retrieved from Milo databases. Milo Content does not include information that you obtain independent of eBay and the Milo API.

1.5 "Milo Policies" means the terms of use and policies pursuant to which Milo offers its services to Milo Users, currently available through a link on the homepage of the Milo Site and incorporated herein by this reference.

1.6 "Milo Site" means www.milo.com.

1.7 "Milo User" means any person who accesses any page on the Milo Site.

1.8 "Your User" means any end user of your Application, your service providers and anyone who sublicenses your Application.

2 API USE CONDITIONS

2.1 Integration. Milo may make available the Milo API, which may enable you to develop Applications that integrate with or facilitate the use of the Milo Site and its services.

2.1.1 Permitted Uses. Your use of the Milo API is permitted only for the purpose of facilitating your own or Your Users' use of the Milo Site and its services. An example of a permitted use of the tools would be to create Applications that promote Milo by displaying Milo Content in your Application (for example, widgets and search tools).

2.1.2 Application Guidelines. You agree that you are solely responsible for the Applications that you develop and/or distribute.

2.2 API License

2.2.1 Using the API. Subject to this Agreement, eBay grants you a non-exclusive, revocable, non-transferable and non-sublicensable (except as expressly permitted herein) limited right and license to use the Milo API solely to do the following and subject to the restrictions set forth in this Agreement:

  • enable your Application to interact with Milo's databases to retrieve information necessary to facilitate your own or Your Users' use of the Milo Site and services through your Application;
  • make limited intermediate copies of Milo Content only as necessary to perform an activity permitted under this Agreement. You will delete all intermediate copies when they are no longer required for the purpose for which they were created;
  • rearrange or reorganize Milo Content within your Application; and
  • display Milo Content consistent with this Agreement.

2.2.2 Access Keys. eBay will provide you with Access Keys that permit you to access Milo's databases. The Access Keys are the property of eBay and may be revoked if you share them with any third party (other than as allowed under this Agreement), if they are compromised, if you violate any term of this Agreement, or if eBay terminates this Agreement.

2.2.3 API Call Limitations. The number of API calls you will be permitted to make during any given period may be limited. eBay will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. eBay may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the API in accordance with Section 14.2. Unused API calls will not roll over to the next day or month, as applicable.

2.3 Milo Logos. eBay grants you a non-exclusive license to display certain Milo logos available in the Milo Content. You must display Milo logos in connection with all display of Milo Content, and such logos must not be modified from the form provided in the Milo Content or combined with any other logos or marks. All Milo logo usage must be in accordance with any guidelines or instructions that eBay may provide to you. eBay has final approval over the placement of any Milo logos on your Application and may terminate this trademark license at any time for any reason and, in the case of any such termination, you must remove the logo(s) immediately. eBay may update the Milo logos from time to time, and you will display the current logo. You shall not knowingly do anything that would impair, damage or otherwise be detrimental to the reputation or goodwill associated with eBay or the Milo logos. All uses of the Milo logos and related goodwill will inure solely to eBay and you will obtain no rights with respect to any of the Milo logos other than the limited license granted in this Section.

2.4 Certification. In its discretion, eBay may require or offer certification for certain Applications. Certification will consist of confirmation by eBay or an independent third party it designates that your Application's technology complies with a particular set of eBay's guidelines. You will be responsible for all costs associated with certification and any modifications necessary to meet the certification criteria and you will not be permitted to access the public database in certain cases until certification is complete. Future modifications of your Application or your use or display of the Milo Content are subject to re-certification, if applicable. If eBay requires certification, failure by you to maintain certification is cause for immediate termination of this Agreement.

2.5 License to Use Your Data. You agree that eBay may collect information from your use of the Milo API, including but not limited to timestamps and geo-localization data associated with the usage of the Milo functionality in your Application, to track overall usage and ensure proper functioning of the Milo API. eBay will not publicly disclose or share with third parties (i.e., parties other than eBay or its affiliates) the above mentioned information specifically in connection with your Application unless it has consent from you to do so, concludes that such disclosure is required by law or has a good faith belief that access or disclosure of such information is reasonably necessary to protect the rights, property or safety of eBay, Milo Users or the public.

3 MILO CONTENT

3.1 Using and Displaying Milo Content. Display of Milo Content is permitted only within your Application. You may use and display Milo Content only in accordance with the following guidelines:

3.1.1 Authentication. If your Application will enable Your Users to interact with the Milo Site and services in a way that requires sign-in to a Milo account, you may provide this access only after "Authentication" which occurs when a Milo User grants the Application access to that Milo User's Milo Content via an eBay-controlled sign-in and consent page.

3.1.2 Public Display. You may display Milo Content that is publicly available on the Milo Site, and only during the time that such Milo Content is publicly available on the Milo Site, to Your Users to promote Milo and enable Your Users to search and browse Milo Content ("Public Display"). When the Milo Content is no longer publicly available, you must delete it from your Application. For example, when inventory availability information is publicly available in connection with a search result on the Milo Site, you may display this inventory availability information through your Application; but if and when that inventory availability information is no longer viewable in connection with the search result, you may no longer display such inventory availability information in a Public Display of the content. Milo Content in a Public Display may not be comingled or combined with the content of any third party. All Milo Content must be segregated from non-Milo Content (for example, third-party services or other non-eBay information) and visually separated from non-Milo Content (for example, with lines or color changes).

3.1.3 Age of Content. Displayed inventory availability information may not be more than six (6) hours older than information displayed on the Milo Site, and other Milo Content must be no more than twenty-four (24) hours older than content displayed on the Milo Site. If your displayed inventory availability information is not as current as it is on the Milo Site, you will disclose on your Application how much older your displayed inventory availability information is than it is on the Milo Site.

3.1.4 Derivative Information.

3.1.4.1 You must have eBay's express written permission to use or display Milo Content in any way that enables derivation of any of the following information:

3.1.4.1.1 Any site-wide statistics across the Milo Site;

3.1.4.1.2 Statistics relating to the performance (financial or otherwise) of the Milo Site or service, or of the performance or sales of any merchant featured on the Milo Site; or

3.1.4.1.3 Information relating to specific Milo Users or merchants featured on the Milo Site.

3.1.5 Framed Content. Unless expressly permitted by eBay, you will not frame (divide the browser display area into separate sections, each of which constitutes a different web page) any web page served by Milo servers.

3.1.6 Links. All hyperlinks contained within the Milo Content that connect directly to the Milo Site or other URLs provided within the Milo Content must be made available to Your Users as part of your Application's functionality, without modification in any way without eBay's express written consent. The link will be a graphical or text element that takes the user directly to the applicable page. You may not link Milo Content to any other external URLs.

3.2 Protecting User Privacy

3.2.1 Collecting and Using Personal Information. Your use of the Milo API may allow you to collect Personal Information from and about Milo Users. "Personal Information" is any information pertaining to a directly or indirectly identifiable individual. It may include information about Your Users or other Milo Users that you collect directly from users in connection with your Application, that is included in the Milo Content or that you otherwise receive from eBay.

3.2.1.1 You will delete Personal Information when it is no longer necessary for your performance of this Agreement. This provision does not apply to information you collect directly from Your Users, unrelated to the Milo Site and services.

3.2.1.2 You will not under any circumstances collect or store Milo account information and passwords.

3.2.2 Compliance with Privacy Laws. At all times, your Application and your use of the Milo API and Milo Content will comply with all applicable laws, regulations and best practices concerning privacy, data protection and on-demand or downloadable software.

3.2.3 Information about Your Users. You may receive Personal Information about Your Users, either directly from Your Users or from eBay after Authentication. Your collection and use of that information will be only as authorized by Your Users and will comply with your privacy policy. Your privacy policy and your privacy practices will comply with applicable laws. If you choose not to have your own privacy policy, you must comply with the Milo Privacy Policy, currently available through a link to the Milo Policies on the homepage of the Milo Site and incorporated herein by this reference.

3.2.4 Communication. You will not use Personal Information from Your Users or from Milo Users that you received from eBay to send or enable sending of unsolicited communications of any type. You may communicate with Your Users using Personal Information only to facilitate their searching and browsing of Milo Content. You may also send communications that users have explicitly consented to receive.

4 RESTRICTED ACTIVITIES

You may not use or access (nor facilitate or enable others to use or access) the Milo API or Milo Content in any way not expressly permitted under this Agreement. For example, you will not and you will not facilitate or enable others to:

4.1 Distribute, publish, or allow access or linking to the Milo API or Milo Content from any location or source other than your Application.

4.2 Enable or permit the disclosure of Milo Content other than as authorized under this Agreement.

4.3 Use the Milo Content to establish Milo User identities or merchant or user profiles.

4.4 Commercialize (that is, sell, rent, trade or lease), copy or store the Milo Content, other than for the intermediate purposes allowed by this Agreement.

4.5 Use, copy, distribute or modify the Milo API or Milo Content in any "service bureau" or "timesharing" business.

4.6 Enable Milo Users to set or change Milo User preferences, registration preferences or privacy preferences with your Application.

4.7 Collect Personal Information (as defined in Section 3.2.1) of any Milo User other than as provided in this Agreement.

4.8 Modify, decompile, reverse engineer or otherwise alter the Milo API or Milo Content.

4.9 Use robots, spyders, scraping or other technology to access or use Milo Content or the Milo Site or services to obtain any information beyond what eBay provides to you under this Agreement.

4.10 Knowingly create an Application that may be used to violate the Milo Policies or any other eBay policy or applicable law.

4.11 Use the Milo API in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage.

4.12 Have your Application or your use of Milo Content: (i) be false, inaccurate or misleading; (ii) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory, trade libelous, threatening or harassing; (v) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.

4.13 Provide any data or information to eBay unless you represent and warrant that it is accurate and you have all rights necessary to provide such data or information to eBay, and for eBay to use it.

5 MILO POLICIES

You and your Application will comply with the Milo Policies. In the event of a conflict between this Agreement and the Milo Policies regarding your use of the API, this Agreement will control.

6 MODIFICATIONS

6.1 Modification of the Milo API, Milo Site and Services. eBay may modify the Milo API, permitted API calls, its databases, the permitted uses under this Agreement, the Milo Site or services, or any of the benefits and/or features provided in connection with your use of the Milo API at any time with or without notice to you. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with or interface with the Milo API or the Milo Site or services.

6.2 Modification of this Agreement. eBay may from time to time change the terms of this Agreement. We will post the amended terms on http://milo.com/developers. Except where stated otherwise herein, all amended terms will be effective thirty (30) days after they are posted. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING A TERMINATION NOTICE TO api@milo.com ("AMENDMENT TERMINATION NOTICE") BEFORE THE EFFECTIVE DATE OF THE AMENDMENT(S). The Amendment Termination Notice will be effective on the date it is received by eBay. The most current version of the Agreement will be available on http://milo.com/developers and will supersede all previous versions of the Agreement. YOUR USE OF THE MILO API AFTER THE DATE ON WHICH CHANGES BECOME EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

7 MONITORING AND ENFORCEMENT

7.1 Right to Monitor and Audit. You agree that eBay may monitor or audit your Application or activities relating to your use of the Milo API. You will not seek to block or otherwise interfere with the monitoring or audit, and eBay may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and information and visits to your facilities. Your failure to reasonably comply with eBay's efforts to audit your compliance with this Agreement shall constitute a material breach of this Agreement.

7.2 Remedy for Breach. If eBay, in its sole discretion, believes that you or your service providers have breached this Agreement, or that you or your service providers have engaged in fraudulent activity, eBay may take any and all steps it deems appropriate, including issuing a warning, conducting an investigation, or suspending your Milo API license.

7.3 Corrective Action. In addition to any other available remedies, eBay may, at its sole discretion, seek specific performance, injunctive relief or attorneys' fees. eBay reserves the right to take other corrective action as eBay sees fit in the event that eBay receives complaints from Milo Users about your Application or your actions.

8 OWNERSHIP AND LICENSING

8.1 Ownership. As between eBay and you: (i) eBay retains all rights, title and interest in and to, and all intellectual property rights embodied in or associated with, the Milo API, Milo Content, Milo Site, any and all eBay and Milo services, and any content eBay creates or derives therefrom; and (ii) you retain all rights, title and interest in and to, and all intellectual property rights embodied in or associated with, your Application, excluding the aforementioned rights in subsection 8.1(i), above, owned, licensed and/or otherwise provided by eBay. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by eBay or its suppliers. You will not take any action inconsistent with eBay's ownership of the Milo API, Milo Site and/or Milo Content. Neither party will exceed the scope of the licenses granted hereunder.

8.2 License. You agree that eBay, in its sole discretion, may use your trade names, trademarks, service marks, logos and domain names for the purpose of advertising or publicizing your use of the Milo API.

8.3 Competitive or Similar Materials. In no event will eBay be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing, commercializing and/or distributing, materials which are competitive with your Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.

9 WORKING WITH THIRD PARTIES

9.1 Service Providers. You may work with service providers as necessary to facilitate your performance under this Agreement only if you subject your service providers to all of the conditions and restrictions of this Agreement. You acknowledge and agree that any act or omission by your service provider(s) amounting to a breach of this Agreement will be deemed a breach by you.

9.2 Sublicensing. Except as set forth in this Section 9, all license rights (under any applicable intellectual property right) granted to you by eBay are not sublicenseable, transferable or assignable. You may sublicense your right to display the Milo Content and the Milo logos to Your Users solely to enable them to display Milo Content and the Milo logos on their device through your Application; provided that:

9.2.1 You will not disclose your Access Keys to Your Users.

9.2.2 All calls initiated by Your Users will be made through your Access Keys.

9.2.3 All Milo API calls initiated by Your Users will count toward the maximum number of calls (if any) permitted hereunder.

9.2.4 All fees due (if any) for all Milo API calls initiated by Your Users will be paid by you.

9.2.5 Your Users will have no programmatic control over the Milo API.

9.2.6 You will enter into a binding agreement with each of Your Users that includes the following terms:

9.2.6.1 It will bind Your Users to this Agreement (excluding the right to sublicense and indemnification obligations).

9.2.6.2 It will require Your Users to acknowledge eBay Inc.'s rights in the Milo intellectual property as set forth in this Agreement.

9.2.6.3 It will make eBay a third-party beneficiary to your agreement.

9.2.6.4 It will make the sublicense to the Milo Content and Milo logos terminable at any time.

9.3 Breach by Your Users. As a third-party beneficiary to all sublicenses pursuant to this Agreement, eBay will have the right, in its sole discretion, to directly enforce any term of the sublicense agreement against Your Users, including termination. You acknowledge and agree that any act or omission by Your User(s) amounting to a breach of this Agreement will be deemed a breach by you.

10 FEES AND PAYMENTS

10.1 Fees. You agree to pay any fees charged under this Agreement, which we may change from time to time in accordance with Section 6.2, except that we additionally may choose to temporarily change our fees for promotional events; those changes are effective when we post the promotional event on the Milo Site. If we introduce a new API service or feature, the fees for that service or feature, if any, are effective at the launch of the service or feature. Usage fees, if any, will be invoiced on a monthly basis for activity from the previous calendar month. In addition to the API fees, you will be responsible for all other fees, if any, associated with use of the Milo Site or services. All fees due or payable by you under this Agreement will exclude, and you will pay, any taxes associated with such fees, your Application or this Agreement.

10.2 Payments. All fees are due and payable within thirty (30) days of the invoice date; eBay may terminate this Agreement without notice to you if you fail to pay. All payments are non-refundable, whether or not you use the service purchased.

11 AVAILABILITY, SECURITY AND STABILITY

eBay makes no guarantees with respect to the availability or uptime of the Milo API and/or the Milo Site or services. eBay may conduct maintenance on or stop providing the Milo API, or the Milo Site or services, at any time with or without notice to you. eBay may change the method of access to the Milo API at any time.

It is in the best interests of both parties that eBay maintains a secure and stable environment. In the event of degradation or instability of eBay's systems or an emergency, eBay may, in its sole discretion, temporarily suspend your access to the Milo API or the Milo Site and services under this Agreement. Your continued access to the Milo API and Milo Content is subject to your compliance with the API Security Standards in Exhibit A, incorporated herein by this reference.

12 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND EBAY'S LIABILITY WILL BE LIMITED AS SET FORTH IN THE IMMEDIATELY SUBSEQUENT PARAGRAPH TO THE MAXIMUM EXTENT PERMITTED BY LAW:

EXCEPT AS EXPRESSLY STATED HEREIN, EBAY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EBAY DOES NOT REPRESENT OR WARRANT THAT THE MILO SITE OR SERVICES, OR THE MILO API, WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. ALL MILO LOGOS, SERVICES AND CONTENT PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE." YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. YOU ACKNOWLEDGE THAT THE PRODUCTS DISPLAYED IN THE MILO CONTENT ARE SOLD BY THIRD PARTY MERCHANTS, NOT BY EBAY. THE MILO CONTENT MAY CONTAIN LINKS TO THIRD PARTY MERCHANT SITES THAT ARE SELLING DISPLAYED PRODUCTS, AND THOSE THIRD PARTY SITES MAY BE SUBJECT TO ADDITIONAL TERMS OF USE. YOU ACKNOWLEDGE AND AGREE THAT EBAY IS NOT RESPONSIBLE OR LIABLE FOR THE AVAILABILITY OR ACCURACY OF SUCH THIRD PARTY SITES OR RESOURCES, OR FOR THE CONTENT, PRODUCTS OR SERVICES ON OR AVAILABLE FROM SUCH SITES OR RESOURCES. EBAY DOES NOT GUARANTEE THE ACCURACY OF, AND WILL NOT ASSUME ANY LIABILITY FOR, MILO USERS' OR YOUR USERS' PURCHASE DECISIONS (AND THE SUBSEQUENT USE OF PURCHASED PRODUCTS AND SERVICES) THAT MAY BE INFORMED BY, THE INFORMATION PROVIDED IN THE MILO CONTENT. EBAY WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, STATUTORY, EXEMPLARY, PUNITIVE OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, EBAY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO EBAY BY YOU FOR THE MILO API IN THE MONTH PRECEDING THE CLAIM, AND IN THE EVENT THAT THE IMMEDIATELY PRECEDING LIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A COMPETENT COURT, EBAY'S AGGREGATE LIABILITY IS IN ANY CASE LIMITED TO $25,000 PER EVENT, A SERIES OF EVENTS BEING CONSIDERED AS ONE SINGLE EVENT.

13 INDEMNIFICATION

You will indemnify, defend and hold eBay, its employees, agents, consultants, subsidiaries, partners, affiliates and licensors harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, "Claims") that may arise from or are related to (i) use of the Milo API; or (ii) the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. At eBay's option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, eBay may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you will not settle any such Claim without eBay's prior written consent).

14 TERM AND TERMINATION

14.1 Term. The term of this Agreement will begin on the date on which you accept this Agreement online as reflected in eBay's records. It will continue until terminated in accordance with this Agreement.

14.2 Termination. This Agreement will terminate automatically without notice if you fail to comply with any of its terms. The license that is granted hereunder is dependent on your compliance with this Agreement and terminates automatically if you fail to comply with the terms. EBAY RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE MILO API, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.

14.3 If you wish to terminate this Agreement, you must email a termination notice to api@milo.com any other methods used by you to terminate the Agreement will be void and will not result in a termination. Your termination notice will be effective when it is received by eBay.

14.4 Effect of Termination. Upon the termination of this Agreement, your Access Keys will be revoked, all licenses granted hereunder will terminate, and you will pay all past-due fees. You will destroy all your intermediate copies of Milo Content and Personal Information (defined in Section 3.2.1) within ten (10) days of termination and provide written proof of destruction to eBay upon request.

14.5 Survival. The following Sections will survive any termination of this Agreement: 1 (Definitions), 3 (Milo Content), 4 (Restricted Activities), 5 (Milo Policies), 8 (Ownership and Licensing), 10 (Fees and Payments), 12 (Disclaimer of Warranties and Limitation of Liability), 13 (Indemnification), 14.4 (Effect of Termination), 14.5 (Survival), 15 (Confidentiality), 16 (Publicity), 17 (Law and Venue) and 18 (Miscellaneous).

15 CONFIDENTIALITY

"Confidential Information" will include all information provided by eBay to you under this Agreement, including without limitation, the Milo API, Milo Content and Access Keys. You will not use or disclose Confidential Information other than as required to perform under and permitted by this Agreement. Your confidentiality obligations will survive the termination of this Agreement for three (3) years. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that eBay will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information provided by you to eBay hereunder is considered by eBay to be non-confidential. eBay has no duty, express or implied, to pay any compensation for the disclosure or use of any such information provided by you to eBay. You acknowledge and agree that any information you provide to eBay is solely to consider a business relationship under this Agreement and you have no expectation of payment.

16 PUBLICITY

You will not make any public statement regarding this Agreement, the terms of this Agreement, any aspect thereof, or the Milo API without eBay's prior written approval which may be withheld in eBay's sole discretion. You permit eBay to make public statements about your use of the Milo API.

17 LAW AND VENUE

This Agreement will be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in Santa Clara County, California. However, this will not affect your statutory rights if you are a consumer and the competent court determines that applicable consumer law requires application of another law (such as the law of your country of residence).

18 MISCELLANEOUS

You acknowledge and agree that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any conflicting or additional terms contained in other documents or oral discussions are void. You may grant approvals, permissions and consents to eBay by email, but any modifications by you to this Agreement must be made in a writing (not including email) executed by both parties. eBay may refuse to execute any such writings in eBay's sole discretion. Any notices to eBay must be sent to 2145 Hamilton Avenue, San Jose, California 95125, Attention: General Counsel, via first class or air mail or overnight courier, and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for eBay's assignment or transfer: (1) due to operation of law, (2) to an entity that acquires substantially all of eBay's stock, assets or business, or (3) to a related entity (e.g., parent or subsidiary of parent). You and eBay are not legal partners or agents, but are independent contractors. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

Exhibit A

API Security Standards

You will comply with the following API Security Standards ("Security Standards"):

1. Security Audits

1.1 Audit. eBay reserves the right to periodically audit your systems to ensure compliance with the requirements of this Exhibit. Non-intrusive network and application security scans may be performed randomly without prior notice.

1.2 Audit After a Security Breach Incident. For purposes of these Security Standards, a "Security Breach" is defined as a breach of security of your facility, systems or site where Milo Content or Personal Information has been acquired by an unauthorized person. In the event of a Security Breach, eBay may suspend or terminate your access to the Milo API and Milo Content and eBay may conduct a security audit.

1.3 eBay Results and Your Response. eBay will provide you with detailed results of any security audit performed by eBay pursuant to these Security Standards. You will be granted thirty (30) days to resolve any issues eBay has identified through a security audit. Should you fail to resolve such identified issues, eBay may immediately suspend or terminate your access to the Milo API and Milo Content without notice to you.

2. Security Incidents and Response

2.1 Notification and Timing. Notwithstanding any other legal obligations you may have, you agree to immediately notify eBay in writing upon your discovery of a Security Breach. You agree to use commercially reasonable efforts to notify eBay of your detection of a Security Breach no more than twenty-four (24) hours after detection of a Security Breach. Notwithstanding the foregoing, under no circumstances will more than two (2) days pass between your detection of a Security Breach and eBay being notified.

2.2 Notification Format. Your notification of a Security Breach in accordance with the requirements set forth above will take the form of an email to api@milo.com. Such notification email will include: a problem statement, expected resolution time (if known), and the name and phone number of your representative that eBay can contact to obtain incident updates.

3. Security Precautions: Best Practices.

You agree to adhere at all times to reasonable security practices, as specified in current industry literature on topics relevant to your interaction with eBay. In the event such best practices conflict with these Security Standards, you will comply with these Security Standards.

4. Data Security: Data Storage.

You agree to maintain reasonable safeguards to protect the security of the following information, whether provided by a Milo User to you or obtained from eBay through the API:

a. Milo User Email Addresses;

b. Auth&Auth Tokens;

c. API Developer ID, Application ID;, and Certificate ID; and

d. Any other Milo User data.

At no time will you collect or store Milo User passwords, credit card numbers, financial information, Social Security Numbers, Driver's License numbers or State Identification Card numbers, in any form. Milo account information, if any, used to authenticate access to the Milo API must be kept secret and confidential and under no circumstances be exposed to the public. If eBay believes that Milo account information has been compromised, eBay reserves the right to immediately terminate access and issue new Milo account information to you.

Last Updated: February 6, 2013

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