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Terms of Service |
Thank you for using the VHX application programming interface (the "VHX API").
This is an agreement between you and VHX Inc. ("VHX"). Sometimes VHX is referred to as "we," "us" or "our". By using the VHX API, you agree to these terms of service (the "Terms of Service") and the VHX Terms of Use ("TOU") located at http://dev.vhx.tv/tos.html. If you disagree with any of the terms below or the TOU, VHX does not grant you a license to use the VHX API. In the event of any inconsistency between these Terms of Service and the TOU, these Terms of Service control.
VHX reserves the right to update and change, from time to time, these Terms of Service and all documents incorporated by reference. You can always find the most recent version of these Terms of Service at http://dev.vhx.tv/tos.html. VHX may change these Terms of Service by posting a new version without notice to you. Use of the VHX API after such change constitutes acceptance of such changes.
Please note that we do not provide warranties for the service. The contract also limits our liability. These terms are in sections 8 and 9 and we ask you to read them carefully.
In order to use the VHX API, You must have a VHX Account. After supplying VHX with Your account information, the URL of your service, and agreeing to the VHX API Terms of Service, You will be issued an alphanumeric key assigned to You by VHX that is uniquely associated with your VHX Account and the URL of your service. Your service must provide this key, as described in the VHX API documentation, and VHX will block requests with an invalid key or invalid URL. VHX shall have sole and complete control over the VHX data and format.
VHX shall have the right, in its sole discretion, to reject any request to use the VHX API at any time and for any reason, and such rejection shall render null and void the Terms of Service between You and VHX. VHX shall not be liable to You for damages of any sort resulting from its decision to reject such a request.
The VHX API is owned by VHX and is licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These Terms of Service define legal use of the VHX API, all updates, revisions, substitutions, and any copies of the VHX API made by or for you. All rights not expressly granted to you are reserved by VHX.
a. License and Termination Thereof. Subject to the restrictions set forth in these Terms of Service, You may use the VHX API and any updates provided by VHX (in its sole discretion). Your license to the VHX API under these Terms of Service continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the VHX API. VHX may terminate the license at any time for any reason. These Terms of Service terminate automatically if (i) you violate any term of these Terms of Service, (ii) VHX publicly posts a written notice of termination on VHX's Web site, (iii) VHX sends a written notice of termination to you, or (iv) VHX ceases providing access to the VHX API to you.
b. Use of Computer Code. Unless otherwise specified, use and redistribution of all computer code made available on the VHX Developer Network is permitted in source and binary forms, with or without modification, subject to the MIT License, Copyright © 2008 by the Massachusetts Institute of Technology. The following conditions must be met: i. Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. ii. Redistributions in source code form must contain the copyright notice "Copyright © VHX Inc. 2008, All Rights Reserved", this list of conditions, and the following disclaimer. iii. Redistributions in binary form must reproduce the above copyright notice, this list of conditions, and the following disclaimer in the documentation and/or other materials provided with the distribution. iv. Neither the name of VHX nor the names of its contributors may be used to name, endorse or promote products derived from this software without specific prior written permission of VHX.
DISCLAIMER TO BE INCLUDED WITH VHX COMPUTER CODE:
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
c. Branding. If your product or service uses or is based upon the VHX API, and you wish to include VHX branding or logos, please contact us at [email protected] . Absent express written permission from us, you may not use VHX branding, except as outlined in section 3(b) below.
d. Rate Limits and Data Fields Restrictions. You understand that there is a rate limit and a restriction to the data fields displayed per application or service utilizing the VHX API and you agree that you shall comply with that rate limit and restriction to the data fields at all times. The rate limits and retrictions are described in the VHX API Documentation, available at http://dev.vhx.tv/. These rate limits and restrictions are subject to change from time to time at VHX’s sole discretion, effective immediately upon posting. VHX may, in its sole discretion, limit the: (i) rate at which the service, or any subset of it, may be called, (ii) the amount of storage made available to each service account, or (iii) the length of individual content segments that may be uploaded to, or served from, the service (all of the foregoing being forms of "Throttling"). VHX may perform this Throttling globally across the entire VHX API, per end user, or on any other basis. You will not take steps to circumvent any technical measures we may put in place to enforce Throttling, and You understand and agree that programmatic methods intended to subvert rate limiting (including maintaining a cache of the data) are considered a violation of these Terms of Service.
e. Modifications. VHX reserves the right to release subsequent versions of the VHX API and to require You to obtain and use the most recent version. If a modification is unacceptable to You, You may cancel the Service by removing the VHX API code from Your Site. If You continue to use the Service, You will be deemed to have accepted the modifications.
f. Limitations and Conditions of the service. We may use technology or other means to protect the VHX API, protect our customers, or stop you from breaching this Agreement. These means may include, for example, filtering to stop spam or increase security. These means may hinder or break your use of the VHX API.
a. VHX Rights. For purposes of the Terms of Service, "Intellectual Property Rights" shall mean any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between You and VHX, You acknowledge that VHX or its licensors own all right, title and interest, including without limitation all Intellectual Property Rights, in and to the VHX API and all output and executables of the VHX API (excluding any software components developed by you which do not themselves incorporate the VHX API or any output or executables of the VHX API) and that You shall not acquire any right, title, or interest in or to the VHX API, except as expressly set forth in the Terms of Service.
b. Brand Feature License. For purposes of the Terms of Service, "Brand Features" shall be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. VHX hereby grants to You a nontransferable, nonsublicenseable, nonexclusive license during the Term to display VHX’s Brand Features for the purpose of promoting or advertising that You use the Service in accordance with this Section 3(b) and for the purpose of fulfilling Your obligations under Section 3(c) below. You hereby grant to VHX a nontransferable, nonexclusive license during the Term to use Your Brand Features to advertise that You are using the VHX API.
In using VHX Brand Features, you may not:
i. display a VHX Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by VHX, other than your involvement in the VHX API, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of VHX or VHX personnel; ii. use VHX Brand Features to disparage VHX, its products or services; iii. display a VHX Brand Feature on your site if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age; iv. have the VHX logo as the largest logo on your website; v. display a VHX Brand Feature as the most prominent element on any page of your website; vi. display a VHX Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to VHX; vii. display a VHX Brand Feature on a site that violates any law or regulation; or viii. remove, distort or alter any element of a VHX Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.). You understand and agree that VHX has the sole discretion to determine whether your use of VHX brand features is in accordance with the above restrictions.
Except as set forth in this Section 3(b), nothing in the Terms of Service shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party’s Brand Features. All use by You of VHX’s Brand Features (including any goodwill associated therewith) shall inure to the benefit of VHX. At no time during or after the Term shall You challenge or assist others to challenge the Brand Features of VHX (except to the extent such restriction is prohibited by law) or the registration thereof by VHX, nor shall You attempt to register any Brand Features (including domain names) that utilize the name of VHX or are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of VHX.
c. Attribution; Legal Notices. The images provided to You through the VHX API may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of VHX and its partners. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree to maintain, and not to remove, modify, obscure or alter, any link or notices appearing on any image provided through the Service. You acknowledge and agree that these Legal Notices supplement the Terms of Service for the VHX API.
d. Digital Millennium Copyright Act. It is VHX's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). For directions and more information, please see the DMCA Notice section of the TOU.
You agree that You are responsible for your own conduct and content while using the VHX API and for any consequences thereof. You agree to use the VHX API only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable policies or guidelines.
a. Appropriate conduct. In using the VHX API and developing applications, you must: Obey the law; Obey any codes of conduct or other notices we provide; Keep any service account password secret; Promptly notify us if you learn of a security breach related to the service.
b. Prohibited uses. In using the VHX API and developing applications, You will not:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content;
- upload, post, email or transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless You are the owner of the rights or have the permission of the owner to post such content;
- upload, post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms of Service or any applicable policies or guidelines;
- use the VHX API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code;
- download any file posted by another that You know, or reasonably should know, that cannot be legally distributed in such manner;
- impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
- restrict or inhibit any other user from using and enjoying VHX services;
- use VHX services for any illegal or unauthorized purpose;
- remove any copyright, trademark or other proprietary rights notices contained in or on VHX services;
- interfere with or disrupt VHX services or servers or networks connected to VHX services, or disobey any requirements, procedures, policies or regulations of networks connected to VHX services;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of VHX services or collect information about users for any unauthorized purpose;
- submit content that falsely expresses or implies that such content is sponsored or endorsed by VHX;
- create user accounts by automated means or under false or fraudulent pretenses, or obtain or attempt to obtain multiple keys for the VHX API;
- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
- transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
- sell, lease, share, transfer, or sublicense the VHX API or access or access codes thereto, whether for direct commercial or monetary gain or otherwise, without VHX’s prior, express, written permission; or
- use the VHX API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is
- inconsistent with any part of the VHX API documentation located within http://dev.vhx.tv/ as determined by VHX in its sole discretion;
- request data on behalf of one user in order to show, display, transmit, or deliver such data to other users.
The immediately preceding prohibited uses are by way of example, and not as a limitation. VHX reserves the right, in its sole discretion, to determine whether your use of the VHX API is in accordance with the terms of this agreement.
With User Authentication, VHX takes end user security and privacy very seriously, and You agree to give us all necessary assistance for the operation of Your Application in compliance with these Terms of Service and any applicable laws.
a. Securing User Consent. You are solely responsible for securing clear, express consent from the user, granting You permission to access such user’s VHX account, including if applicable, retrieving user-specific information, or writing information to such user’s account. You will strictly comply with the scope of express consent they granted You when accessing such user’s VHX account.
b. Contact and Cooperation. You (or the name of the contact You gave to VHX when You applied for Your application key if it’s not You) must be reachable at all times for security questions or concerns. You can change this name or contact by signing up for a new application key, and providing the correct contact information and using the new application key instead.
c. Virus Precautions. All materials, including software and documents, that You provide to VHX, must be checked with Internet industry standard up-to-date antivirus and anti-worm software, and determined to be virus-free and worm-free. Any data provided to VHX must not contain harmful scripts or code.
d. Industry Standards. Your networks, operating system and software of its web server(s), routers, databases, and computer systems must be properly configured to Internet industry standards, as required to securely operate Your Application. If You do not completely control any aspect of the System, You will use all control or influence that You have over such Systems and/or selection of Systems, and You will not architect or select Systems in a manner to avoid the foregoing obligation. An example of an unacceptable server is one that operates as open proxy. An example of architecting in an unacceptable manner would be if You select a server operated by a vendor with substandard security practices, so that You could contend that You do not control such server, in order to avoid having to select an acceptable server.
e. Reporting. You must promptly report any security deficiencies in or intrusions to Your Systems that You discover to VHX in writing via email to [email protected]. You will work with VHX to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder. In the event of any such security deficiency or intrusion, You will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from VHX in each instance.
f. Control Access to Systems. To the extent You have control or influence over the Systems, You will log (in a time and date-stamped fashion) all instances of access to the Systems. You will encrypt the password and username files for the Systems that store or process any VHX user data that You are permitted by VHX to access. Passwords must be unique, unintuitive, and changed often. You will minimize access to and use of the passwords. Wherever possible, commands which require additional privileges should be securely logged (with time and date) to enable a complete audit trail of activities. When an individual terminates his or her employment with You, his or her passwords and access password facilities must be terminated immediately.
g. Security Reviews. VHX will have the right, at its own expense, to review, or to have an independent third party that is not Your competitor, to inspect and review Your compliance with these security provisions. You will (at Your own expense) correct any security flaws detected by such a review as soon as possible. You will then promptly certify to VHX in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken. VHX will give You 48 hours notice before conducting such a review, and may conduct no more than four reviews annually. Any such review will be conducted during regular business hours in such a manner as not to interfere with normal business activities. If a review reveals a material breach of any of these security provisions, You will reimburse VHX for the reasonable costs of the review.
VHX may elect to provide you with support or modifications for the VHX API (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. VHX may change, suspend, or discontinue any aspect of the VHX API at any time, including the availability of the VHX API. VHX may also impose limits on certain features and services or restrict your access to parts or all of the VHX API or the VHX Web site without notice or liability.
VHX reserves the right to charge fees for future use of or access to the VHX API or the VHX services and Web sites (collectively, "VHX API Services") in VHX’s sole discretion. If VHX decides to charge for the VHX API Services, such charges will be disclosed to you by prior written notice.
THE VHX API IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND. VHX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABLILTIY, SECURITY, TITLE AND NON-INFRINGEMENT.
VHX DOES NOT REPRESENT OR WARRANT THAT THE VHX API IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. VHX MAKES NO WARRANTY THAT (i) THE VHX API WILL MEET YOUR REQUIREMENTS, (ii) THE VHX API SERVICE WILL BE UNINTERRUPTED, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VHX API SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE VHX API WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE VHX API WILL BE CORRECTED.
YOUR USE OF THE VHX API IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY VHX API INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
VHX SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE VHX API, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT VHX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL VHX BE LIABLE TO YOU FOR ANY AMOUNT.
Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damage, so the above limitations or exclusions may not apply to you.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against VHX, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of VHX API. 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.
To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless VHX and its subsidiaries, affiliates, officers, agents, directors, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of VHX API, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. VHX shall use good faith efforts to provide you with written notice of such claim, suit or action.
We may assign this Agreement, in whole or in part, at any time with or without notice to You. You may not assign this Agreement, or any part of it, to any other person or party without our prior written consent, which will not be unreasonably withheld. Any attempt by You to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the VHX API or any part of the VHX API.
This Agreement is solely for the benefit of You and VHX. It is not for the benefit of any other party, except for permitted successors and assigns.
Notwithstanding any provision hereof, for all purposes of the Terms of Use, you and VHX shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of VHX, express or implied, and you shall not attempt to bind VHX to any contract.
If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of such documents remain in full force and effect. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of the Terms of Service. Any construction or interpretation to be made of the Terms of Service shall not be construed against the drafter.
This Agreement is in electronic form. We have promised to send You certain information in connection with the service and have the right to send You certain additional information. There may be other information regarding the service that the law requires us to send You. We may send You this information in electronic form. You have the right to withdraw this consent, but if You do, we may cancel your service. We may provide required information to You: (i) by email at the email address You specified when you signed up for the service; (ii) by posting to a VHX web site that will be designated in an email notice sent to You at the time the information is available; or (iii) by posting on any portion of another VHX web site that will be designated for this purpose.
Notices provided to You via email will be deemed given and received on the transmission date of the email. As long as You can access and use the service, You have the necessary software and hardware to receive these notices. If You do not consent to receive any notices electronically, You must stop using the service.
Any notice from You will be sent electronically to: [email protected]
VHX’s failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
The Terms of Service and the relationship between you and VHX shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and VHX irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York, New York, USA for all disputes arising out of or relating to this Agreement.
The Terms of Service constitute the entire agreement between VHX and you with respect to the subject matter hereof.