Version 1.0. Effective as of January 26, 2016
We know you had a choice, so thank you for developing on our platform. We work hard to bring the world's entertainment together for great search and recommendation experiences; we're glad we're able to be part of the experiences you're creating. Please read these terms carefully before using our developer platform. We know it's no page turner, but in order to keep this service available it's important to protect the art, contributors, and the partners that have enabled us to bring MediaHound to you.
While reading our Developer Terms, take these values into consideration:
- Please respect our users, their data, and their privacy in general as they are very very important to us. We must work together to protect and enable them to discover, manage, and share entertainment from within The Entertainment Graph.
Section I: Acceptance of Terms
- Acceptance on Behalf of an Organization. If you are developing on behalf of an organization, you agree to these Developer Terms for that organization and promise that you have authority to bind that organization and its parents, subsidiaries, and sister companies to these Developer Terms. In that case, "you" and "your" will refer to that organization, its parents, subsidiaries, and sister companies.
- Language. In the event that these Developer Terms are translated into other languages and there is a discrepancy between versions in different languages, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.
- Independent Contractors. There is no joint venture, partnership, agency, or fiduciary relationship existing between you and MediaHound, and the parties do not intend to create any such relationship by this Agreement.
Section II: Definitions
Let's take a moment to define a few key terms. Any undefined terms not set out in this section will be clearly defined elsewhere in these Developer Terms.
- Approved Devices. "Approved Devices" means desktop computers, laptops, netbook PCs, tablets, mobile wireless handsets, watches and such other devices that we approve in writing from time to time.
- Audio Preview Clips. "Audio Preview Clips" means 30-second preview clips accessible using the MediaHound Platform.
- Video Clips. "Video Clips" means any video clips, including but not limited to movie and TV show trailers, reviews, interviews, screencasts, and gameplay clips accessible using the MediaHound Platform.
- MediaHound Content. "MediaHound Content" means any content, data, information or material made available through the MediaHound Service or by MediaHound. This includes, among other things, sound and video recordings, media artwork, contributor biographies, user and critic reviews, metadata, playlists, and user data.
- MediaHound Marks. "MediaHound Marks" means all trademarks, service marks, logos, brand names, or trade names used to identify MediaHound and its products or services.
- MediaHound Service. "MediaHound Service" means the service, websites, software applications, and offers provided by MediaHound.
- MediaHound Platform. As defined above, "MediaHound Platform" includes any of our developer tools (e.g., APIs, SDKs, Widgets) accessible, and documentation described, on our developer portal.
- MediaHound Developer Application or MDA. "MediaHound Developer Application" or "MDA" means any application, website or service that accesses the MediaHound Service or MediaHound Content through, or which incorporates, the MediaHound Platform.
Section III: Licenses and Permissions
- License to Developer. Subject to and conditional upon your compliance at all times with these Developer Terms, MediaHound grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term (defined in the "Term, Termination and Survival" Section) to the following:
- a. MediaHound Platform. Use the MediaHound Platform to access and use MediaHound Content only as permitted by the MediaHound Platform and for the sole purpose of operating the MDAs in accordance with the Developer Terms.
- b. MediaHound Marks. Use any of the MediaHound Marks found in the MediaHound Branding Guidelines solely to promote your use, and the results of your use, of the MediaHound Platform in accordance with these Developer Terms, applicable law, and the MediaHound Branding Guidelines. You agree that except for the limited license above, these Developer Terms do not grant you any rights to the MediaHound Marks and that all goodwill generated through your use of such marks is to the sole benefit of MediaHound. If you use any MediaHound Marks, you will at no time contest or aid in contesting the validity or ownership of those MediaHound Marks or MediaHound's rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to the MediaHound Marks.
- Limitation. Except as expressly granted in these Developer Terms, neither party grants the other party any intellectual property rights or other proprietary rights. As between you and MediaHound, MediaHound, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the MediaHound Platform (including its documentation and specifications), all MediaHound websites, MediaHound Content, MediaHound Services, and any derivative works thereof.
- Third Party Software. The MediaHound Service may include open source software or third party software. Any such software is made available to you under the terms of the applicable licenses.
- License to MediaHound. You grant to us a paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license, under all of your intellectual property rights, to:
- a. Use, perform, make available, display to the public, reproduce, distribute, and import your MDA and use your name, likeness, or brand (which includes all of your trademarks, service marks, logos, brand names or trade names, your "Marks") to the extent it is incorporated into your MDA;
- b. Link to and direct users to your MDA; and
- c. Sublicense the foregoing rights to our corporate affiliates or any third parties that are working with us as development partners, hosting facilities, and in similar capacities, in order to enable them to perform their services for us.
Following the termination of this Agreement and upon written request from you, MediaHound shall make commercially reasonable efforts, as determined in its sole discretion, to remove references and links to your MDA and any of your Marks from the MediaHound website or MediaHound Service. MediaHound shall have no other obligation to delete copies of, or references or links to, your MDA.
Section IV: Restrictions
General Restrictions. You agree that you will follow the restrictions set out below and will not encourage or facilitate others to violate these restrictions.
- a. Do not use the MediaHound Platform in any manner that is not expressly authorized in this Agreement.
- b. Do not use MediaHound Content for any purpose other than delivering your MDA.
- c. Do not misuse the MediaHound Platform, including (i) modifying, editing, disassembling, decompiling, reverse-engineering, or extracting source code from the MediaHound Platform (including any client libraries), MediaHound Service, or MediaHound Content (except to the extent such restrictions are expressly prohibited by law); (ii) distributing or making copies of the MediaHound Platform or making the MediaHound Platform available to any person, except as expressly provided in the Developer Terms; or (iii) interfering, or attempting to interfere, with the proper functioning or performance of the MediaHound Platform or MediaHound Service.
- e. Do not use the MediaHound Platform, MediaHound Service or MediaHound Content for any illegal or unauthorized purpose, including (i) failing to comply with applicable laws and regulations, including, without limitation, laws regarding personal data, privacy, copyright, and export controls; or (ii) misusing MediaHound Intellectual Property (defined below) (such as using MediaHound Marks as part of the name of your company or service).
- f. Do not use the MediaHound Platform, MediaHound Service or MediaHound Content in any manner to compete with MediaHound or to build products or services that compete with the MediaHound Service, MediaHound Content or any other MediaHound product or service without our permission.
- g. Do not improperly access, alter or store the MediaHound Service or MediaHound Content, including (i) using any robot, spider, site search/retrieval application, or other tool to retrieve, duplicate, or index any portion of the MediaHound Service or MediaHound Content or collect information about MediaHound users for any unauthorized purpose; (ii) making excessive service calls that are not strictly required for the proper functioning of your MDA via the MediaHound Platform; (iii) aggregating MediaHound Content to create databases or any other compilation other than as strictly necessary to offer and operate your MDA; (iv) requesting, collecting, soliciting or otherwise obtaining access to sign-in names, passwords, or other authentication credentials for the MediaHound Service, other than via the means specifically provided for by the MediaHound Platform and as strictly necessary to offer and operate your MDA or as expressly authorized by a MediaHound user.
- h. Do not transfer MediaHound Content to unauthorized third parties, including to another party that competes with MediaHound or the MediaHound Service..
- i. Do not use any viruses, worms, Trojan horses, or any other harmful code that could affect the MediaHound Platform, MediaHound Service, or MediaHound Content.
- j. Do not damage, disparage, or take other actions that would be detrimental to MediaHound, the MediaHound Service, MediaHound Content, or MediaHound's content providers, corporate affiliates, and partners.
- k. Do not associate, imply, or otherwise suggest an endorsement, tie-in, co-branding, or promotion of any brand, service, website, product, or offering with or by (i) MediaHound (except as allowed by the Branding Guidelines), or (ii) any MediaHound Content.
- l. Do not use the MediaHound Platform, MediaHound Content, MediaHound Service, or MediaHound Marks in any way to promote or distribute an application, product, service, website, or other offering, including any MDA: (i) that is associated with, promotes, features, encourages, facilitates, or condones (a) illegal activity or the illegal or unauthorized use or sharing of audio and/or audiovisual content; (b) any illegal, defamatory, obscene, sexually explicit, malicious, or discriminatory content; (c) violence; (d) political positions or political candidates and/or religious causes; (e) the sale or advertisement of tobacco products, ammunition, firearms, and/or pornography; or (f) content that is deceptive or fraudulent; (ii) that could be considered defamatory of third parties, obscene, malicious, or discriminatory in any way, including but not limited to on the basis of race, disability, sex, sexual orientation, socioeconomic status, or religion; (iii) that infringes any intellectual property or other right of MediaHound or any third party, including, without limitation, any right of privacy, publicity, copyright, trademark, patent, or contractual right; or (iv) that is used to harass, embarrass, harm, or improperly target any MediaHound user or contributor.
Commercial Use Restrictions.
a. Unless you receive MediaHound's written approval, commercial uses are not permitted for MDAs. Such prohibited commercial uses include, but are not limited to:
- i. the sale of the MediaHound Platform, MediaHound Content or MediaHound Service, or sale of access to any of the foregoing;
- ii. the sale of, or sale of access to, a MDA; any e-commerce (e.g., in-app payment or monetization) initiated via the MDA;
- iii. the sale of advertising, sponsorships, or promotions on the MDA itself.
For the avoidance of doubt, you may not offer the MediaHound Content for any separate sale or charge or standalone product.
MediaHound Content Restrictions. In addition to the foregoing, you must comply with the following restrictions related to MediaHound Content.
- a. Editing, Modifying, and Altering. Except as set out in this paragraph or agreed upon by MediaHound in writing, you shall not edit, modify, alter or create derivative works of MediaHound Content in any way. You may, however, adjust the size of metadata or artwork as necessary for a use authorized under this Agreement.
- b. Misleading Use. You shall not mislead MediaHound users as to the contributor or user associated with any MediaHound Content.
- c. Local Caching. Except as set out in this paragraph, you shall not locally cache any MediaHound Content. Only when strictly necessary to enhance the performance of your MDA and its functionality, your MDA may locally cache metadata and other MediaHound Content.
- d. Metadata, Cover Art, Poster Art, Video and Audio Clip-Specific Restrictions. Whenever feasible, metadata, cover art, poster art, Video Clips, and Audio Preview Clips available via the MediaHound Platform shall include a link back to the applicable contributor, movie, book, game, TV series, TV show, album, track, or playlist on the MediaHound Service. You shall use the identifiers provided by MediaHound via the MediaHound Platform in order to comply with the restrictions in this paragraph. You shall not offer metadata, cover art, poster art, Video Clips, and/or Audio Preview Clips as a standalone service or product.
- e. MediaHound User data. For restrictions, please see Section V.
Section V: Users & Data
- You agree not to circumvent any privacy features (e.g., opt outs) offered by MediaHound, you, or by third parties.
- You will only request the data you need to operate your MDA.
- Subject to certain restrictions, including on use and transfer, users give you permission to use their basic account information when they connect with your MDA. For all other user data obtained through use of the MediaHound Platform, you must obtain explicit consent from the user who provided the data to us before using it for any purpose other than displaying it back to the user on your MDA.
- You will not sell or purchase any MediaHound Content, including data obtained from MediaHound.
- You shall not email MediaHound users unless you obtain their explicit consent or obtain their email address and permission through means other than MediaHound.
- If we prohibit your use of the MediaHound Platform or if either party terminates this agreement, you shall delete all MediaHound Content (including user data, metadata, etc.). If you violate these Developer Terms, we may require you to delete all MediaHound Content.
- MediaHound user data can be cached only for operating your MDA. If a MediaHound user logs out of your MDA or becomes inactive, you will delete any MediaHound Content related to that user stored on your servers. To be clear, you are not permitted to store MediaHound Content related to a MediaHound user or otherwise request user data if a MediaHound user is not using your MDA.
- You must provide all users with a working mechanism to disconnect their MediaHound Account from your application at any time and provide clear instructions on how to do so. Further, when a user disconnects their MediaHound account, you agree to delete and no longer request or process any of that MediaHound user's data.
- You are solely responsible for your access, use, processing, and disclosure of MediaHound user data and, to the extent applicable, you shall act in good faith as and be considered a data controller.
- Prior to using the MediaHound Platform, you must have in place industry standard security and protections for any MediaHound Content (including user data) in your possession and/or control. You are also responsible for the security measures used by third parties providing services to you.
- When distributing the MDA, you shall require end users to agree to an enforceable end user agreement reflecting at least the following minimum terms:
- a. not make any warranties or representations on behalf of MediaHound and expressly disclaim all implied warranties with respect to the MediaHound Platform, MediaHound Service and MediaHound Content, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement;
- b. prohibit modifying or creating derivative works based on the MediaHound Platform, MediaHound Service or MediaHound Content;
- c. prohibit decompiling, reverse-engineering, disassembling, and otherwise reducing the MediaHound Platform, MediaHound Service, and MediaHound Content to source code or other human-perceivable form, to the full extent allowed by law;
- d. state that you are responsible for your products and disclaim any liability on the part of third parties (e.g., MediaHound);
- You will make a complete and accurate disclosure to end users of the privacy practices and policies applicable to your MDA or Website, including, without limitation, notice to the end user:
- b. of the information you collect from users;
- c. about how you collect, use, and share that information;
- e. that you allow third parties to place Cookies on users' browsers in order to collect information about their browsing activities; and
- f. about users' options for Cookie management.
- If your MDA or service is targeted to children, you may not embed or otherwise use the MediaHound Platform. If you have actual knowledge that specific people using your MDA or online service are children under 13, you must block the use of the MediaHound Platform for those people. You must not knowingly share information with MediaHound that you have collected from children under the age of 13 unless you obtain verifiable parental consent that covers MediaHound's collection, use, and disclosure in compliance with applicable law.
- If your application contains content submitted or provided by third parties, you must comply with the following rules:
- a. In the United States, you must take all steps required to fall within the applicable safe harbors of the Digital Millennium Copyright Act including designating an agent to receive notices of claimed infringement, instituting a repeat infringer termination policy and implementing a "notice and takedown" process.
- b. In other countries, you must comply with local copyright laws and implement an appropriate "notice and takedown" process upon receiving a notice of claimed infringement.
- If your MDA or service in any way uses or leverages MediaHound content to enable users to build or create "playlists" or any list in which a user's implicit preference or intentions could be derived, you must use the associated list-building MediaHound Platform services in order to build, store, and serve said lists. Any and all lists created by users through your MDA using the MediaHound Platform's services are considered MediaHound Content. You shall not create any list(s) on behalf of the user without the user's explicit input (for example, you will not create any list(s) based on a user's implicit behavior or any automatically built list based on a user's response to direct questioning).
Section VI: Access to MediaHound Platform
- Security Codes.
- a. As described on our developer site, to access and use certain tools provided by our MediaHound Platform, you must link your MediaHound account to a developer account. You will be issued one or more unique I.D.s, keys, passwords, security codes, or tokens (each a "Security Code") for accessing the MediaHound Platform and managing your account. You agree to provide MediaHound with accurate, complete and updated registration information.
- b. You may only access your account with the Security Codes provided by MediaHound and the appropriate Security Code must be embedded in your MDA, including in all updates and revisions, in a secure manner not accessible by third parties.
- c. You may not sell, transfer, sublicense or otherwise disclose your account or Security Codes to any other party or use it for any other purpose except in connection with your MDA.
- d. You are entirely responsible for maintaining the confidentiality of your account and Security Codes. You agree to notify MediaHound immediately if you believe that your account or Security Codes have been compromised and cooperate with MediaHound in the investigation of any compromised Security Codes. You are fully responsible for all activities that occur using your account and Security Codes, regardless of whether such activities are undertaken by you or a third party.
- Enforcement of Developer Terms. We may enforce these Developer Terms against you, your MDA or Website if we conclude that your MDA or Website violates this Agreement or is negatively impacting the MediaHound Platform, MediaHound Service or MediaHound Content. We may or may not notify you in advance. Enforcement can include revoking your Security Codes, disabling your MDA, restricting your, and your MDA's, access to the MediaHound Platform (including its functionality), requiring you to delete data, terminating our Agreement with you, or any other action that we deem appropriate.
- Limitations on Use of MediaHound Platform. MediaHound may limit the number of service calls that your MDA may make, the volume of MediaHound Content that may be accessed, or anything else about the MediaHound Service as MediaHound deems appropriate, in its sole discretion, without notice. MediaHound may use technical measures to prevent over-usage or stop usage of the MediaHound Platform.
- Monitoring Usage. You agree that MediaHound may monitor your use of, and collect usage data related to, the MediaHound Platform to ensure quality, improve the MediaHound Service and verify your compliance with these terms. You agree not to block or interfere with such efforts and to provide us with reasonable access to information related to your compliance with these Developer Terms. MediaHound may use any technical means to overcome any interference. At our sole discretion we may request, and you shall provide, proof that your website, product or service and any content within your website, product or service is properly licensed.
- Cooperation. You agree to cooperate with MediaHound in pursuing any violations of the prohibition against ripping, scrapping, or other capture of any MediaHound content.
- Reporting of Non-Complying MDAs. If you believe that someone is violating these Developer Terms or misusing the MediaHound Platform, please contact us by sending an email to firstname.lastname@example.org.
- Modification of MediaHound Platform. MediaHound reserves the right to modify the MediaHound Platform and to release subsequent versions of the MediaHound Platform at any time without notice to you. You may be required to obtain and use the most recent version of the MediaHound Platform in order for your MDA to function.
Section VII: Representations and Warranties, Limitation of Liability, Indemnification, Disclaimers, Release
- Representations and Warranties. In addition to any other representations, warranties and covenants made by you, you represent, warrant and covenant to MediaHound that:
- a. You have the legal capacity to enter into these Developer Terms;
- b. Any and all information you provide to MediaHound is and shall be true, accurate, complete and up to date;
- c. You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to provide your MDA and perform your obligations hereunder;
- d. You own or have secured all rights necessary to copy, display, distribute, render, and publicly perform all content (other than MediaHound Content) on or within your MDA or Website;
- e. Your use of the MediaHound Platform complies with all applicable laws and regulations, including without limitation, any right of privacy, publicity, copyright, trademark, patent, trade secret or contractual right; and
- f. Your use of the MediaHound Platform shall not infringe any intellectual property or other rights of MediaHound or any third party, including without limitation, any right of copyright, trademark, patent, privacy, publicity, or contractual right.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEDIAHOUND, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE, OR PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE MEDIAHOUND SERVICE, MEDIAHOUND CONTENT, OR THE MEDIAHOUND PLATFORM, INCLUDING ANY DAMAGES RESULTING THEREFROM, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE MEDIAHOUND PLATFORM IS TO STOP USING THE MEDIAHOUND PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES REFERRED TO ABOVE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES). ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE THAT MEDIAHOUND'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIVE HUNDRED DOLLARS (\$500).
- INDEMNIFICATION. YOU SHALL INDEMNIFY, DEFEND AND HOLD MEDIAHOUND AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS HARMLESS FROM ANY CLAIM OR DEMAND (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES AND COSTS OF INVESTIGATION) MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF OR RELATED TO YOUR USE OF THE MEDIAHOUND PLATFORM, MEDIAHOUND SERVICE OR MEDIAHOUND CONTENT OR YOUR VIOLATION OF THE TERMS OF THIS AGREEMENT OR YOUR VIOLATION OF ANY LAWS, REGULATIONS, OR THIRD PARTY RIGHTS.
- a. ANY USE OF THE MEDIAHOUND PLATFORM IS AT YOUR OWN RISK. THE MEDIAHOUND PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THERE IS NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE MEDIAHOUND PLATFORM, MEDIAHOUND SERVICE OR MEDIAHOUND CONTENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM MEDIAHOUND SHALL CREATE ANY WARRANTY ON BEHALF OF MEDIAHOUND IN THIS REGARD.
- b. MEDIAHOUND EXPRESSLY DISCLAIMS ANY WARRANTY THAT: (I) THE MEDIAHOUND PLATFORM, MEDIAHOUND SERVICE OR MEDIAHOUND CONTENT WILL MEET ALL OF YOUR REQUIREMENTS; (II) THE OPERATION OF THE MEDIAHOUND PLATFORM, THE MEDIAHOUND SERVICE OR THE MEDIAHOUND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) THE MEDIAHOUND PLATFORM, MEDIAHOUND SERVICE OR MEDIAHOUND CONTENT WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR CONSISTENT WITH YOUR EXPECTATIONS.
- c. Further, MediaHound has no obligation to provide you or any users of your MDA with support, software upgrades, enhancements, or modifications to the MediaHound Platform or MediaHound Service. You are solely responsible for providing user support and any other technical assistance to your users.
- Release. You agree that any claim arising out of or related to the MediaHound Platform, MediaHound Service or MediaHound Content or otherwise arising out of the Developer Terms must be brought within one year after the claim accrues. Otherwise such claim is permanently barred. In addition, if you have a dispute with one or more third parties (for example, MediaHound users or account holders) in connection with the MediaHound Platform, MediaHound Service or MediaHound Content, you release MediaHound and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments and claims arising out of or in any way connected with such disputes. To the extent that California Civil Code 1542 is applicable to you, you waive California Civil Code 1542 with respect to the foregoing claims described in this paragraph: "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 debtor."
Section VIII: Other Legal Terms
- Entire Agreement. These Developer Terms constitute the entire agreement between you and MediaHound with respect to your use of the MediaHound Platform and supersede any prior agreements, whether oral or written, concerning the subject matter of these Developer Terms, except and then only to the extent that you have entered into a separate agreement.
- Changes to the Agreement. MediaHound may revise these Developer Terms from time to time and the most current version will always be posted on our website, so please check it regularly. If a revision is material we will notify you (for example via our blog or by email). By continuing to access or use the MediaHound Platform after revisions become effective, you agree to be bound by the revised Developer Terms. If you do not agree to the new terms, you must terminate this Agreement, stop using the MediaHound Platform, delete all MediaHound Content and cease all operation, promotion, distribution and support of all your products and services that rely on the MediaHound Platform.
- Non-exclusive Agreement and Competition.
- a. These Developer Terms are a non-exclusive agreement. Please understand that MediaHound and/or other third parties (including other developers) may be developing and may develop products and services that may be similar to or competitive with your MDA, website or other products or services provided by you. Nothing in these Developer Terms shall in any way restrict or preclude MediaHound and/or such third parties from creating and fully exploiting such products, services or other business activities without any obligation to you.
- b. If you provide MediaHound with any feedback (including suggestions, comments, improvements, ideas, etc.), you assign all right, title and interest in and to such feedback to MediaHound and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation.
- Export. You shall comply with all applicable export and re-export control laws and regulations.
- Assignment. You may not assign any of your rights or delegate any of your duties under this Agreement, in whole or in part, to any person or entity. MediaHound may assign, delegate or novate this Agreement or any part thereof to any third party without restrictions.
- Third Parties. Each corporate affiliate of MediaHound shall be a third party beneficiary to these Developer Terms, and such corporate affiliates shall be entitled to directly enforce, and rely upon, any provision of these Developer Terms which confers a benefit on them (including the right to enforce your end user license agreement). Other than the preceding sentence and Section V.12, nothing in this Agreement shall create any third party beneficiaries, or confer any rights in any third parties.
- Intellectual Property.
- a. MediaHound respects intellectual property rights, and expects you to do the same. The MediaHound Platform, MediaHound Service, MediaHound Content and any MediaHound Marks (our "Intellectual Property") are the property of MediaHound or MediaHound's licensors and protected by intellectual property rights. You do not have the right to use the Intellectual Property in any manner not covered by this Agreement.
- b. Nothing in this Agreement shall be construed to convey, and by virtue of this Agreement you shall not acquire, any ownership interest in the Intellectual Property.
- c. You shall not contest, or assist others in contesting, the validity, enforceability, ownership, or title of any Intellectual Property. You agree not to attempt to use or register any trademark or domain name that includes the word "MediaHound," "The Entertainment Graph", any other MediaHound trademark, or any name that is confusingly similar to any of them.
- d. Further, you may not remove or alter any copyright, trademark, or other intellectual property notice contained in or provided through MediaHound's Intellectual Property.
- Confidentiality. In your interactions with MediaHound, you may be given access to certain non-public information, software, specifications, or code ("Confidential Information"), which is confidential and proprietary to MediaHound. You may use this Confidential Information only as necessary in exercising such rights as are granted to you in these Developer Terms. You may not disclose any of this Confidential Information to any third party without MediaHound's prior written consent. You further agree that you will protect this Confidential Information from any unauthorized use, access, or disclosure with no less than a reasonable degree of care than your own confidential information.
- Publicity. You may not suggest a partnership with, sponsorship by, or endorsement by MediaHound without MediaHound's prior written approval. You permit MediaHound to make public statements about your use of the MediaHound Platform at any time.
- Term, Termination and Survival.
- a. This Agreement begins on either (i) the date you demonstrate your acceptance of the Developer Terms or (ii) when you first use the MediaHound Platform, and shall continue until terminated (the "Term") as permitted under these Developer Terms.
- b. Compliance with the provisions of these Developer Terms is very important. Any licenses contained in these Developer Terms will terminate automatically and without notice if you fail to comply with them.
- c. We reserve the right to modify, suspend or discontinue the MediaHound Platform and/or the MediaHound Service, or to terminate your ability to use the MediaHound Platform, at any time prior to or after your development of a MDA, website, product or service, without notice, for any reason or for no reason, without any liability to you or your users.
- d. MediaHound may terminate these Developer Terms by notice to you of termination or by terminating your ability to use the MediaHound Platform. You may terminate these Developer Terms by ceasing all use of the MediaHound Platform and notifying MediaHound.
- e. Upon any termination or notice of any discontinuance, you must immediately cease and desist from using the MediaHound Platform and delete all MediaHound Content obtained through use of the MediaHound Platform (including, without limitation, from your servers).
- f. Sections III.2, III.4, V, VI.7, VII, VIII.3, VIII.5, VIII.6, VIII.7, VIII.8, VIII.11, VIII.12, and IX of these Developer Terms (or any section necessary to interpret such clauses) shall survive any termination or expiration of these Developer Terms and will continue to bind you.
- Severability. Should for any reason, or to any extent, any provision of these Developer Terms be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of these Developer Terms and the application of that provision shall be enforced to the extent permitted by law.
- Governing Law and Venue. This Agreement is subject to the law of the State of California, United States, without regard to choice or conflicts of law principles, except to the extent California law is preempted by United States Federal Law, including the Federal Arbitration Act. You and MediaHound agree to the exclusive jurisdiction of the state and federal courts in Los Angeles County, California, to resolve any dispute, claim, or controversy that arises in connection with this Agreement.
- No Waiver. The failure or delay by MediaHound to exercise or enforce any right or provision of these Developer Terms or rights under applicable law shall not constitute a waiver of any such provisions or rights.
Section IX: Disputes
- CLASS ACTION WAIVER. YOU AND MEDIAHOUND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and MediaHound agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.
- Arbitration. If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section IX.2. is enforceable, the following mandatory arbitration provisions apply to you:
- a. Dispute Resolution and Arbitration. You and MediaHound agree that any dispute, claim, or controversy between you and MediaHound arising in connection with or relating in any way to these Developer Terms or to your relationship with MediaHound as a user of the MediaHound Platform (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Developer Terms) will be determined by mandatory, confidential, binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Developer Terms.
- b. Exceptions. Notwithstanding clause (a) above, you and MediaHound both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (i) bring an individual action in a U.S. small claims court; (ii) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.
- c. Arbitration Rules. Either you or we may start arbitration proceedings. If you are located in, are based in, have offices in, or do business in the United States, any arbitration between you and MediaHound will be finally settled under the Commercial Dispute Resolution Procedures of the American Arbitration Association ("AAA") then in force (the "AAA Rules"), as modified by these Developer Terms. You and MediaHound agree that these Agreements affect interstate commerce, so the U.S. Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at www.adr.org, or you may call the AAA at 1-800-778-7879. MediaHound can also help put you in touch with the AAA. Any arbitration hearings will take place at a location to be agreed upon in Los Angeles, California, provided that if the claim is for \$10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. The AAA fees will be set by the AAA according to its fee schedules. You and MediaHound will share the AAA fees equally, unless otherwise reallocated by the arbitrator. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse MediaHound for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and MediaHound will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the "ICC") then in force (the "ICC Rules") by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Developer Terms, and will be administered by the International Court of Arbitration of the ICC. Any arbitration will be conducted in the English language and the law to be applied in any arbitration shall be the law of the State of California, United States, without regard to choice or conflicts of law principles.
- d. Time for Filing. Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- e. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). MediaHound's address for Notice is: MediaHound, Inc., Attn: General Counsel, 10736 Jefferson Blvd., STE 163, Culver City, CA 90230, USA. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or MediaHound may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or MediaHound shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, MediaHound shall pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by MediaHound in settlement of the dispute prior to the arbitrator's award; or (iii) \$1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator's decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator's decision and award, neither you nor MediaHound shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
- f. Modifications. In the event that MediaHound makes any future change to this arbitration provision (other than a change to MediaHound's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to MediaHound's address for Notice, in which case your license under this Agreement shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
- g. Enforceability. If the class action waiver at Section IX.1. is found to be unenforceable in arbitration or if the entirety of this Section IX.2. is found to be unenforceable, then the entirety of this Section IX.2. shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section VIII.12. shall govern any action arising out of or related to these Developer Terms.
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