MTVN Content API Terms of Service

TERMS OF SERVICE

Please read the following API Terms of Service carefully because they are part of the Terms of Use and represent your legally binding agreement with us (the “API Terms of Service”) regarding your use of the application programming interfaces (collectively, the “MTVN APIs”) made available via the MTVN owned and/or controlled website located at developer.mtvnservices.com (the “Site”), together with (a) any technical specifications and/or documentation provided by MTVN relating to the MTVN APIs and your use thereof (the “Specifications”) and (b) any and all content, data and media, provided by or on behalf of MTVN, in its sole discretion, for your use, display and re-distribution in connection with the MTVN APIs (the “MTVN API Content”). Unless defined separately, capitalized terms used in these API Terms of Service are defined in our Terms of Use.

When you use or attempt to use the MTVN APIs and/or the MTVN API Content, you are signifying your agreement with and acceptance of all these terms and conditions of these API Terms of Service as part of the Terms of Use that govern your legal and contractual relationship with us. If you are acting as an officer, director or employee of an organization, by accepting, you represent and warrant you have full legal authority to bind that employer or entity. In the event of any inconsistency between these API Terms of Service and the Terms of Use, these API Terms of Service shall control.

We have the right to change the terms and conditions of these API Terms of Service at any time as described in our Terms of Use. If you do not agree with all the terms and conditions of these API Terms of Service at any time, including, without limitation, those times when we make changes, do not use or attempt to use the MTVN APIs and MTVN API Content, because if you do any of these things, you are agreeing to be bound by all of the terms and conditions of these API Terms of Service, including, without limitation, any changes we have made.

1. MTVN APIs. The MTVN APIs allow for the access and retrieval of certain MTVN API Content via the Site, which may be displayed and distributed to end users of your website(s) and software applications (collectively, “Your Website(s)”) made available by you via Your Website(s) in conformance with the Specifications, all subject to the terms and conditions of these API Terms of Service.

2. REGISTRATION; MTVN API IDs. You may be required to register to obtain access to and use of the MTVN APIs and MTVN API Content. Upon registration, you may be required to provide us with certain information including, without limitation, your name or your company’s name, address, e-mail address and/or the name and URL of Your Website(s) (collectively, your “Profile Information”). You represent, warrant and covenant that any and all Profile Information and any other information or data you provide to us, is and shall be true, accurate and complete when given to us, that in providing such information to us you shall not knowingly omit or misrepresent any material facts or information, and that you shall promptly enter corrected or updated Profile Information via the Site, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Profile Information as required for your use and access to the MTVN APIs and MTVN API Content, as applicable. Following completion of your registration, if applicable, you may be provided with one or more unique application IDs and keys in order to access and use certain MTVN APIs and MTVN API Content (collectively, the “MTVN API IDs”). Your MTVN API IDs are personal to you. You agree that you shall not allow another person to use your MTVN API IDs to access and use the MTVN APIs and/or MTVN API Content under any circumstances. You are solely responsible for maintaining the strict confidentiality of your MTVN API IDs and for any damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your MTVN API IDs, your disclosure of your MTVN API IDs, or your authorization to allow another person to access and use any MTVN APIs or MTVN API Content using your MTVN API IDs. You agree to immediately notify us if you become aware of any unauthorized use of your MTVN API IDs or other need to deactivate any MTVN API ID due to security concerns.

3. PERMITTED USE OF MTVN APIs; MTVN API CONTENT.

(a) License Grant. Subject to the terms and conditions contained herein, MTVN grants to you a non-exclusive, non-transferable, non-sublicenseable right and license to use the response codes generated by the MTVN APIs on your computer processors deployed within your network(s), solely for the limited purpose of making direct server calls to the Site to obtain MTVN API Content for display on and re-distribution to end users of Your Website(s) immediately upon receipt by your servers.

(b) No Modification; No Rights of Transfer or Redistribution; Duty Not To Interfere. You shall not (or permit or facilitate any of the end users of Your Website(s) to) modify, enhance, edit, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works based upon or otherwise alter the MTVN APIs and/or the MTVN API Content. You shall not sublicense, transfer, convey or assign to any third party any of the rights granted to you herein or otherwise use, market, promote, display, re-distribute or re-transmit the MTVN API Content in connection with or via any software applications, systems, platforms or services other than the MTVN APIs via Your Website(s) as specifically permitted herein. You shall not (or permit or facilitate any of the end users of Your Website(s) to) interfere, impair or otherwise adversely affect, directly or indirectly, the operation of the MTVN APIs and/or the display or distribution of the MTVN API Content.

(c) Personal Use Only. Your access to and use of the MTVN APIs and MTVN API Content are limited for personal, non-commercial use only, which may include, without limitation, (i) use of the MTVN APIs to display MTVN API Content on Your Website(s) to the extent the same does not recreate or duplicate a material portion of any end user experience provided via any web sites or online programming service owned or controlled by MTVN or its affiliates and (ii) the sale or distribution of any device that provides access to or use of Your Website(s). You may not derive income from the use or provision of the MTVN APIs and/or MTVN API Content, whether for direct commercial or monetary gain or otherwise including, without limitation, income derived from the sale or access to the MTVN API Content or any advertising, sponsorships, promotions or any other content displayed, served or otherwise made available within or adjacent to the display of MTVN API Content via Your Website(s).

(d) MTVN API Content Collection. You shall not use any automated means (e.g., scraping, robots, etc.) other than the MTVN APIs to access, query or otherwise collect the MTVN API Content or any other information or data from the Site. You may employ session based caching of MTVN API results, but must use your best efforts to update cached results upon any changes in the applicable metadata. For instance, if any MTVN API Content is removed from the Site or is no longer made available for general viewing, any cached results and thumbnails related to such MTVN API Content must be promptly removed from your cache.

(e) No Violation of Laws; Infringement of Third Party Rights. You may not use the MTVN APIs or the MTVN API Content in any manner and/or for any purpose that (i) violates (y) the Terms of Use or (z) any laws, regulations, rules or ordinances or infringes or misappropriates the rights of any third party including, without limitation, in connection with any information, products, services or materials that induce, promote, or facilitate copyright infringement or the circumvention of copy protection technologies or (ii) adversely affects MTVN or its Parent Companies and/or any of their respective brands, businesses, reputation or goodwill, as determined by MTVN in its sole discretion.

(f) MTVN API Usage Quotas. MTVN may, in its sole discretion, restrict your use of the MTVN APIs at any time for any reason, including, without limitation, establishing quotas on the number of daily calls you may make from Your Website(s) to the MTVN APIs. Without limiting the generality of the foregoing, you may not use the MTVN APIs in any manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with the Specifications, all as determined by MTVN in its sole discretion. You shall not attempt to aggregate use of the MTVN APIs or representation of multiple MTVN API IDs, if applicable, for the purpose of circumventing any such usage quotas .

(g) Display Restrictions. You shall not display, integrate, embed or otherwise make available the MTVN API Content on any web pages that adversely affect MTVN or its Parent Companies and/or any of their respective brands, businesses, reputation or goodwill, as determined by MTVN in its sole discretion.

(h) Monitoring. You acknowledge that MTVN may monitor any MTVN API activity for the purpose of ensuring quality, improving MTVN products and services, and your compliance with these API Terms of Service and the Specifications. You shall not interfere or impair with any of MTVN’s efforts to do so.

(i) Content Protection Mechanisms. You shall not remove, alter, deactivate or otherwise impair any imperceptible forensic, identification, geofiltering and/or content protection mechanisms (collectively, the “Content Protection Mechanisms”) as MTVN may, in its sole discretion, include with the MTVN API Content or any metadata or information associated therewith. Any implementation of the MTVN APIs that circumvents or renders such Content Protection Mechanisms ineffective, including blocking or modifying the IP address of any of your end users (e.g., IP spoofing), is expressly prohibited.

(j) Non-Exclusive. You acknowledge and agree that MTVN may develop products or services that may compete with Your Website(s) or any other products or services owned or controlled by you or any third party.

(k) No Technical Support. You acknowledge and agree that MTVN has no obligation to provide any technical support services to you in connection with your access to and/or use of the MTVN APIs or MTVN API Content.

(l) Fees. MTVN reserves the right at any time to impose a fee for your access to and/or use of the Site, MTVN APIs and/or MTVN API Content, in MTVN’s sole discretion.

4. BRANDING. You may not remove, modify or impair the display of any trademarks, service marks, trade names, brands, logos and other distinctive identification and/or proprietary indicia legends and/or copyright notices that appear on or in connection with the MTVN APIs and/or the MTVN API Content as provided to you (collectively, the “Branding”). MTVN hereby grants to you a limited, non-exclusive, non-transferable right and license to use, reproduce, publish, perform and display Branding solely on the webpages of Your Website(s) that display the MTVN API Content, all subject to the provisions of these API Terms of Service. You shall strictly comply with all standards and guidelines with respect to your permitted use of the Branding that may be furnished by MTVN from time to time and all uses of the Branding in proximity to the trade name, trademark, service name or service mark of any third party shall be consistent with the same. You shall not create a combination or composite mark consisting of the Branding, commingle any Branding with that of any third party, nor shall you engage, participate or otherwise become involved in any activity or course of action that diminishes, tarnishes or otherwise adversely affects the goodwill associated with any Branding. All uses of the Branding shall inure to the benefit of MTVN, its suppliers and licensors, as applicable.

5. OWNERSHIP RIGHTS. The MTVN APIs, the MTVN API Content and the Specifications are proprietary to MTVN and/or its suppliers and licensors and protected by United States copyright and other laws, as well as international treaty provisions and you must treat the same as any other copyrighted and legally protected material. As between you and MTVN, MTVN owns all right, title and interest in and to the MTVN APIs, MTVN API Content and Specifications including, without limitation, all intellectual and proprietary rights appurtenant thereto and except for the limited license granted to you herein, nothing in these API Terms of Service shall be construed to transfer, convey, impair or otherwise adversely affect MTVN’s ownership or proprietary rights therein or any other MTVN information or materials, tangible or intangible, in any form and in any medium. MTVN reserves all rights not expressly granted herein in and to all of the foregoing. MTVN has the sole right to obtain, hold and renew in its own name and for its own benefit, all patents, copyrights, registrations and other similar protection in connection with the foregoing and you hereby agree to assign, transfer and convey to MTVN all right, title and interest therein and will cooperate with MTVN and execute all documents necessary to enable MTVN to perfect, preserve, register and record its rights therein.

6. NO REPRESENTATIONS OR WARRANTIES. THE MTVN APIs AND MTVN API CONTENT ARE BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU ASSUME THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE MTVN APIs AND THE MTVN API CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MTVN DOES NOT WARRANT THAT THE MTVN APIs AND/OR MTVN API CONTENT WILL MEET YOUR REQUIREMENTS OR THAT YOUR ACCESS TO AND USE OR OPERATION OF THE SAME SHALL BE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, TIMELY UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MTVN NOR ITS AFFILIATES OR ITS PARENT COMPANY SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THESE API TERMS OF SERVICE AND THE TERMS OF USE OR YOUR ACCESS TO, USE AND OPERATION OF THE MTVN APIs AND/OR THE MTVN API CONTENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT MTVN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8. RELEASE AND WAIVER. To the maximum extent permitted by applicable law, you hereby release and waive all claims against MTVN, its parents, subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, sponsors, business and promotional partners, operational service providers, suppliers and contractors 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 access to and use of the MTVN APIs and MTVN API Content. 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 that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

9. INDEMNITY. Your indemnification obligations under the Terms of Use include, without limitation, any third party claims arising from, related to or caused by (a) your use of the MTVN APIs and/or the MTVN API Content or (b) your breach of the terms and conditions of these API Terms of Service.

10. TERMINATION. MTVN may change, suspend, or discontinue all or any aspect of the Site, the MTVN APIs and/or MTVN API Content, including the availability thereof, and may terminate your access to and use of the MTVN APIs and/or MTVN API Content at any time and for any reason, without notice or liability of kind.

11. GENERAL. The Terms of Use, incorporating these API Terms of Service, is the entire agreement between you and us relating to the MTVN APIs and MTVN API Content and your use thereof and supersedes any prior or inconsistent agreements.