Terms of Service

Entertainment APIs Trial Evaluation and/or Media Manager Terms of Service (“Terms”) govern use of the metadata (collectively, the “Data”) and associated services (the “Services”) made available by Internet Video Archive, LLC (“IVA”) via the online portal located at https://developer.iva-api.com/ or https://mediamanager.internetvideoarchive.com/ (the “Portals”). In order to access the Data and Services, you must register your employer through the Portals and affirmatively agree to these Terms on behalf of your employer (hereinafter referred to as “Affiliate”). If you do not agree to these Terms, please exit the Portals.

By using IVA’s Data and Services you represent and warrant that you have read and agreed to these Terms of Service and that you have the legal authority to bind Affiliate to these Terms. You agree, on behalf of Affiliate, that acceptance of these Terms creates a legal agreement between IVA and Affiliate (this “Agreement”).

IVA may amend or modify the terms of this Agreement in its sole discretion with or without notice to Affiliate. In the event of such amendment or modification, Affiliate agrees that any amended or modified terms supersede all prior versions of this Agreement, and that Affiliate shall be bound by such amended or modified terms.

Data Grant
Subject to Affiliate’s compliance with the Terms of this Agreement, and solely for the duration of the Term hereof, IVA hereby grants Affiliate a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, non-commercial, revocable grant to use the Data and Services, as provided by IVA to Affiliate in IVA’s sole discretion, SOLELY FOR PURPOSES OF CONDUCTING INTERNAL EVALUATIONS AND TESTING OF THE DATA AND SERVICES. Affiliate may use the Data and Services only as expressly authorized in this paragraph. Any and all other uses of the Data and Services are strictly prohibited.

IVA Property

As between Affiliate and IVA, IVA retains all right, title and interest, including without limitation all intellectual property rights, in and to, IVA’s Property. “IVA Property” means (i) the Websites, (ii) anything found on or accessed via the Websites, (iii) anything accessed via the APIs, including, without limitation, (a) the Specifications and APIs and any and all elements and components thereof and (b) the Content available through the APIs, and (iv) any feedback (e.g. suggested improvements), about any IVA property, technology, products or services in existence or in development (“Feedback”), in each case, including, without limitation, any and all intellectual property and proprietary rights and any derivatives, revisions, enhancements, modifications or condensations thereof. If you provide IVA with any Feedback, Affiliate assigns all right, title and interest in and to such Feedback to IVA, and acknowledge that IVA will be entitled to use, including, without limitation, implement and exploit, any such Feedback in any manner without any restriction or obligation. Affiliate further acknowledge and agree that IVA is not obligated to act on such Feedback. “Content” includes, any data or information IVA chooses to include in its Entertainment and other API products, in each case, that IVA may provide or otherwise make available from time to time in its sole discretion via the APIs or pursuant to this Agreement. The “APIs” consist of programmatic web application programming interfaces, code and associated tools and documentation which will display certain Content as released from Licensor from time to time, subject to the limitations and conditions described in this Agreement. The “Specifications” mean specifications as updated from time to time, and documentation relating to building a television listings grid product, including list of features or functions thereof, requirements for functionality (e.g., adherence to certain API’s) and/or branding, return path data functionality, labeling and patent, copyright or trademark notice guidelines.

Access Requirements
Upon completion of registration, IVA shall make an access key (“Key”) available to Affiliate through Affiliate’s “Profile” section of the Portal. The Key will permit Affiliate to access a limited “public” API set, which shall be subject to query rate limits of 1/sec and 50/day. Affiliate may not sell, transfer, sublicense or otherwise disclose its Keys to any other party or use them with any third party application(s), technology, website(s) or property unless otherwise permitted by IVA in writing. Affiliate is responsible for maintaining the secrecy and security of its Key. Affiliate is fully responsible for all activities that occur using its Keys, regardless of whether such activities are undertaken by Affiliate or a third party. Affiliate should notify IVA immediately if it believes its Keys have been compromised or misappropriated in any way, including, without limitation, by a third party. Keys are valid for thirty (30) days, unless access is earlier terminated or extended by IVA, in its sole discretion.

Restrictions and Requirements

Affiliate agrees that it is responsible for its own conduct while using the IVA Property and for any consequences thereof. Affiliate agrees to use the IVA Property only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines provided by IVA from time to time. Affiliate acknowledges and agrees that its use of IVA Property is governed by third party terms of use and policies applicable thereto. In addition to complying with all other terms of this Agreement, Affiliate agrees that when using the IVA Property, Affiliate will not, directly or indirectly, do the following, attempt to do the following, or permit or enable its end users or other third parties to do the following: 1) circumvent or modify any Keys or other security mechanism employed by IVA or the IVA Property, including without limitation any authentication technologies, or impersonate any person or entity, obtain access to the IVA Services, IVA Property, servers, or other IVA property without authorization or create user accounts by automated means or under false or fraudulent pretenses; 2) violate any laws, rules and regulations, including but not limited to the Video Privacy Protection Act of 1988 or other applicable privacy laws, rules or regulations, and terms and restrictions imposed by IVA or rights holders in the IVA Property, in each case, as and if applicable; 3) use IVA Property to correct or modify third party data or use IVA Property for any illegal or unauthorized purpose; 4) modify, translate, copy or create derivative works of IVA’s Services, IVA Property, servers, or other IVA property, or any aspect or portion thereof, including without limitation, source code and algorithms; 5) use, combine or distribute IVA Property in any manner that would cause IVA Property, in whole or in part, to become subject to any of the terms of an open source license, and Affiliate acknowledges and agree that nothing in this Agreement grants Affiliate the right to do the foregoing; 6) interfere with or disrupt IVA services or servers or networks connected to IVA Services or IVA Property, disobey any requirements, procedures, policies or regulations of networks connected to IVA services or IVA Property or restrict or inhibit any other user from using and enjoying IVA services or Licensor Property; 7) store or otherwise capture to physical media, or enable a third party to store or capture, any Content; 8) transmit or introduce any viruses, worms, defects, Trojan horses, or any items of a destructive nature; 9) provide any personal information about Affiliate or any third parties to IVA except at our express written request; or 10) use or enable the use of IVA Property in any way not expressly authorized hereunder.

Ownership by IVA
Affiliate acknowledges that IVA owns all proprietary rights in and to the IVA Property and Services. Except as expressly provided in this Agreement, IVA does not grant Affiliate any rights in or to the Data or Services, or the related names and trademarks, including without limitation the content and proprietary systems used by IVA in connection with the IVA Property and Services. Affiliate shall not, by virtue of this Agreement or by virtue of its access to the IVA Property or Services, obtain any copyright or other proprietary right or interest in or to the Data or Services except the revocable rights specifically granted to Affiliate herein.

Third Party Data and Services
AFFILIATE acknowledges that use of third party supplied data and services are provided per the Terms of each data or service provider.

Term and Termination
The term of this Agreement (the “Term”) shall begin on the date Affiliate accepts these Terms (the “Effective Date”) and shall continue in full force and effect until the earlier of: (1) thirty (30) days following the date (if any) on which IVA upgrades Affiliate’s Key to permit access to a larger “sample” API set; or (2) termination of this Agreement by IVA. IVA may terminate this Agreement, in whole or in part, at any time and for any reason, or for no reason, without notice or liability. In addition, IVA may at any time modify, suspend, discontinue or restrict Affiliate’s access to the Data and Services for any reason or for no reason, without notice or liability.

Post-Termination
Upon termination of this Agreement: (i) all rights granted by IVA hereunder shall immediately terminate; (ii) Affiliate shall immediately cease to display, reproduce, retransmit or otherwise use any IVA Property or Services; (iii) Affiliate shall purge all IVA Property from all of its on-line and off-line storage media, including cached data; (iv) Affiliate shall not use for any purpose thereafter any information included in or derived from the IVA Property; and (v) Affiliate shall return to IVA any IVA Property or other materials provided by IVA hereunder.

Confidential Information

The term “IVA Confidential Information” means any information of or relating to IVA that becomes known to Affiliate through disclosure, observation or otherwise, and that is designated as confidential by IVA, that could reasonably be construed to be confidential or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding IVA’s Property and IVA’s Data, Services, products, programs, features, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All IVA Confidential Information remains the property of IVA and no license or other right in any of IVA’s Confidential Information is granted hereby. Affiliate will not disclose any IVA Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If Affiliate is a corporate entity, Affiliate will limit its internal distribution of IVA’s Confidential Information to its employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. Affiliate will not use any IVA’s Confidential Information for the benefit of anyone other than IVA. Upon IVA’s written request, Affiliate will destroy or return to IVA all IVA’s Confidential Information in its custody or control. In addition to the terms of this provision, Affiliate and IVA will continue to be subject to any non-disclosure agreement that Affiliate and IVA have entered into separately. This provision will survive any expiration or termination of this Agreement.

Data Processing
IVA processes data for Clients and Client’s end users. Client data collected includes personally identifiable information like email, name, billing address and is securely stored and can be deleted or updated by contacting us directly.

Client’s end users data collected during video playback is non-user identifiable. IVA anonymizes the IP address before writing to disk and does not have access to and does not collect any other information not provided in the http request.

IVA collects raw logs from video service providers and is necessary for accurate billing of GB totals and not used for any other purpose. Raw logs are secure and purged after 60 days.

As per the GDPR, Client agrees that they are the Controller of their End user data and that IVA does not store and has no way to access end user data as the data is anonymized.

If IVA becomes aware of a security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Client’s Personal Data on our servers, we will notify Client via Client’s registered email address, of the incident promptly and without undue delay, and take reasonable steps to minimize harm and secure Client’s data. Client is responsible for providing a valid email address and ensuring their email address is current and valid. Our notification of or response to an incident will not be construed as an acknowledgement of any fault or liability with respect to the incident.

Indemnity

Affiliate agrees to hold harmless, defend and indemnify IVA and its respective officers, agents, and employees, advertisers or partners, from and against any claim arising from or in any way related to Affiliate’s use of any IVA Property, violation of this Agreement, violation of applicable laws, rules and regulations, including, without limitation, privacy laws, or any other actions or claims connected with or related to Affiliates use of IVA’s Data and Services, including, without limitation, any liability of any kind and nature including, without limitation, any expenses, claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees.

Disclaimer of Warranties; Limitation of Liability

AFFILIATE EXPRESSLY UNDERSTANDS AND AGREES TO THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY WHICH SHALL APPLY TO AFFILIATE AND THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW:

AFFILIATES USE OF IVA PROPERTY, IVA SERVICES AND/OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE IVA PROPERTY OR ANY IVA SERVICES IS AT AFFILIATES’ SOLE RISK. THE IVA PROPERTY AND ANY IVA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IVA EXPRESSLY DISCLAIMS ALL INDEMNITIES, REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY AFFILIATE FROM IVA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

AFFILIATE AGREE TO THE FOLLOWING LIMITATION OF LIABILITY WHICH SHALL APPLY TO AFFILIATE AND THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW: AFFILIATE EXPRESSLY UNDERSTANDS AND AGREES THAT NONE OF IVA, ITS PARTNERS, SUPPLIERS, VENDORS SHALL BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO CASE SHALL THE AGGREGATE LIABILITY OF IVA OR ITS PARTNERS OR VENDORS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR IVA PROPERTY EXCEED US $10.00. YOU HAVE BEEN ADVISED AND AGREE THAT IVA HAS NOT SECURED ANY RIGHTS TO ANY INFORMATION RELATING TO IMAGES THAT ARE NOT MARKED AS “OFFICIAL” IN THE APIS AND MEDIA MANAGER. IT IS AFFILIATE’S SOLE OBLIGATION AND RESPONSIBILITY TO IDENTIFY, SOLICIT AND OBTAIN ANY NECESSARY APPROVALS FOR SUCH MATERIALS AND USE THEREOF.

Release and Waiver

To the maximum extent permitted by applicable law, Affiliate hereby releases and waives all claims against rights holders in the IVA Property, IVA and the respective officers, agents, employees, partners, advertisers or clients of the foregoing from any and all liability of any kind and nature including, without limitation, any expenses, claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, arising from or in any way related to your use of the IVA Property. If you are a California resident, you waive your rights under California Civil Code Section 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.”

General Information

Publicity. Neither party shall issue any press release or make any public disclosure regarding this Agreement.

Entire Agreement. This Agreement, including the other documents explicitly incorporated by reference, constitutes the entire agreement between you and Licensor and govern your use of the Licensor Property, superseding any prior agreements between you and Licensor.

Choice of Law and Forum. This Agreement and the relationship between you and Licensor shall be governed by the laws of the State of New Jersey without regard to its conflict of law provisions. Affiliate and IVA agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Camden New Jersey.

Assignment. Affiliate may not assign or transfer (e.g. through a transfer of equity, asset or other ownership interest) this Agreement in whole or in part (including, without limitation, your rights and/or obligations hereunder). IVA may, without notice to you, assign or transfer this Agreement (including, without limitation, its rights and/or obligations hereunder) in its sole discretion.

Any notices required to be delivered by IVA or which IVA otherwise opts to send to Affiliate may be sent via email or communicated in telephone calls to you, posting of a Take Down Notice or other notice on this site or the Websites.

Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 1.2, 2, 4, and 6 – 10 shall survive termination. Notwithstanding the foregoing, other provisions may survive expiration or termination of this Agreement if their survival is reasonably necessary to effectuate the intent of the parties under this Agreement.

Waiver. The failure of IVA to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Headings. The section headings in this Agreement are for convenience only and have no legal or contractual effect.

Attorneys Fees. The prevailing party shall be entitled to reasonable attorney’s fees, costs and related expenses arising out of any action to enforce this Agreement.

Remedies. Affiliate acknowledge that its breach of this Agreement may cause irreparable harm to IVA and/or its partners, the extent of which would be difficult to ascertain. Accordingly, Affiliate agrees that, in addition to any other remedies to which IVA may be legally entitled, IVA shall have the right to seek immediate injunctive relief in the event of a breach of this Agreement by Affiliate or its officers, employees, consultants or other agents.

 Severability of Terms. If any provision of this Agreement 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 this Agreement remain in full force and effect.

Statute of Limitations. Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action you have arising in connection with Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Third Party Beneficiaries. Nothing in this Agreement should be construed to confer any rights to third party beneficiaries; provided that rights holders in the Content shall each be third party beneficiaries of this Agreement to enforce against you all rights of IVA hereunder as if each was a party hereto.

Export Controls. You shall, in connection with your use of the IVA Property, comply with all applicable export and re-export control laws, rules and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the IVA Property.

Interpretation. You agree that Licensor has sole discretion in determining the interpretation of the meaning of the terms of this Agreement, including determining your compliance with this Agreement.

Updated July 15, 2020