Thank you for using the Viddy, Inc. (“Viddy”, “us” or “we”) application programming interfaces (including all updates and other modifications thereto, and any related software or documentation provided by Viddy, the “Viddy APIs”) for developing your application. This agreement (the “API Terms”) describes the terms under which a third party (“you”) can develop applications that use the Viddy APIs. By using the Viddy APIs, you agree to these API Terms and the Viddy Terms of Service location at http://viddy.com/legal/terms. If you disagree with any of these terms, Viddy does not grant you a license to use the Viddy APIs.
Although we may attempt to notify you when major changes are made to these API Terms, you should periodically review the most up-to-date version available on our website (http://developer.viddy.com/terms). Viddy may, in its sole discretion, modify or revise these API Terms and its policies at any time, and your continued use of the Viddy APIs after such changes indicates that you agree to be bound by such modifications or revisions.
Subject to your full compliance with all of the terms and conditions of these API Terms, Viddy grants you a non-exclusive, revocable, non-sublicensable, non-transferable license to use the Viddy APIs to develop, reproduce and distribute applications (“Applications”) that (a) interoperate with the video sharing platform and services offered by Viddy (“Viddy Services”) and (b) display videos made available by Viddy through the Viddy APIs (“videos”). Licensee will not (a) display the videos through any technology or means other than the Viddy embeddable player provided by Viddy (“Embeddable Player”), or (b) install or use the Viddy APIs for any other purpose without Viddy’s prior written consent, including without limitation to access Viddy user data or information without authorization or in any manner or for any purpose that violates any law or regulation or any right of any person (including but not limited to intellectual property rights or rights of privacy).
As between you and Viddy, the Viddy APIs and the Viddy Services (and all intellectual property rights therein) are and will at all times remain the sole and exclusive property of Viddy and are protected by applicable intellectual property laws and treaties.
Viddy does not own any of the videos uploaded by its users that are made available via the Viddy APIs. The Viddy APIs can be used to access the videos uploaded onto the Viddy Services as set forth herein, but the ownership of the videos remains with the original content creator. Viddy reserves the right to remove or suspend access to any videos or other content made available through the Viddy APIs.
Viddy also requires that you respect its users’ privacy. You shall secure, and are solely responsible for securing, clear, express consent from the user granting you permission to access such user's Viddy 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 granted you when accessing such user's Viddy account.
If a video is marked as private after your Application has accessed it, your Application must mark the video as private as soon as possible and you must not display such video the next time your Application accesses such video. You agree not to store on your server or Application any videos that are removed by a user. If your Application has accessed videos that are removed, you must remove such videos from your Application within 24 hours.
You shall not use Viddy APIs in connection with or to promote any Application or other products or services that constitute, promote or are used for the purpose of dealing in: spyware, adware, other malicious programs or code; counterfeit goods; items subject to U.S. embargo; unsolicited mass distribution of email; multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; prostitution, body parts or bodily fluids; stolen products or items used for theft; fireworks, explosives, or hazardous materials; or weapons. Without limiting the foregoing, you will not use the Viddy APIs for any illegal purpose. Also any use of the Viddy APIs that adversely impacts the stability of Viddy servers or other services associated with Viddy is prohibited. Your software, databases and other computer systems must be properly configured to Internet industry standards, as required to securely operate your Application.
Except as expressly and unambiguously authorized under these API Terms, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent such restrictions are expressly prohibited by applicable statutory law), modify or alter any part of the videos, Viddy APIs or Viddy Services, or (ii) otherwise use the videos, Viddy APIs or Viddy Services on behalf of any third party.
You may not cache videos or user information for more than two (2) days. Viddy expressly reserves the right to limit the number and/or frequency of Viddy API requests in its sole discretion.
Commercial Uses and Ads
You agree not to use the Viddy APIs for any commercial uses unless authorized by Viddy in writing in advance.
Unauthorized transfer of the Viddy APIs, Viddy API keys, videos or user information to other third parties or developers is strictly prohibited. You will not directly or indirectly transfer any data you receive from us to any ad network, ad exchange, data broker, or other advertising or monetization related toolset, even if a user consents to such transfer or use.
Any use of the data or videos received from the Viddy APIs for commercial or advertisement purposes is strictly prohibited unless authorized in advance by Viddy in writing. Without limiting the foregoing, the following are prohibited activities: (a) sale of advertising, sponsorships or promotions placed on or within the videos (for example, pre-rolls or overlays) or placed on the webpage where videos are displayed; (b) use of Viddy videos as advertisements for products, brands or celebrities, and (c) placing your brand or trademark over Viddy videos.
Attribution and Branding
You shall always attribute videos to the original user who uploaded it. You will not modify, build upon, or obscure any portion or functionality of the Viddy Embeddable Player (including without limitation any Viddy branding that appears therein). Except for the foregoing, these API Terms do not include any right for you to use any trademark, service mark, trade name or any other mark of Viddy or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. You will not position or market your Application in any way that creates the impression that you are directly associated with or sponsored or endorsed by Viddy. For clarity, you may not use the Viddy name in the name of your Application.
Term and Termination
These API Terms shall continue until terminated as set forth in this section. Either party may terminate these API Terms upon written notice to the other party at any time, for any reason, or for no reason including, but not limited to, if you violate any provision of these API Terms. Any termination of these API Terms shall also terminate the license granted hereunder. Upon termination of these API Terms for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Viddy APIs and any videos, Viddy user data or other Viddy content in your possession. Viddy reserves the right to enforce actions against you if you or any of your Applications, in our sole judgment, are found to violate these API Terms. Enforcement involves disabling your Application, restricting your access to the Viddy APIs, terminating our agreements with you or any action as we deem appropriate based on our sole discretion. The following sections will survive any termination of these API Terms: Proprietary Rights; Other Restrictions; Warranty Disclaimer; Limitation of Liability; Indemnity; Export Controls; Miscellaneous.
THE VIDEOS, VIDDY APIS AND VIDDY SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. VIDDY AND ITS VENDORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE VIDEOS, VIDDY APIS OR VIDDY SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, VIDDY DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE VIDEOS, VIDDY APIS OR VIDDY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
Support and Upgrades
These API Terms do not entitle you to any support for the Viddy APIs, unless you make separate arrangements with Viddy and pay all fees associated with such support. Any such support provided by Viddy shall be subject to the terms of these API Terms as modified by the associated support agreement.
Limitation of Liability
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL VIDDY OR ITS VENDORS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE VIDDY APIS OR VIDDY SERVICES, EVEN IF VIDDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, OR (B) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF $100.
You agree that Viddy shall have no liability whatsoever for any use you make of the videos, Viddy APIs or Viddy Services. You shall indemnify and hold harmless Viddy from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from your Applications or otherwise from your use of the videos, Viddy APIs or Viddy Services.
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and you shall not export, or allow the export or re-export of the Viddy APIs or Viddy Services in violation of any such restrictions, laws or regulations. By accessing or using the Viddy APIs, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.
Unless the parties have entered into a written amendment to these API Terms that is signed by both parties regarding the Viddy APIs, these API Terms (together with the Viddy Terms of Service) constitute the entire agreement between you and Viddy pertaining to the subject matter hereof, and supersede any and all written or oral agreements with respect to such subject matter. These API Terms, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under California law without reference to its conflict of laws principles or the United Nations Conventions on Contracts for the International Sale of Goods. Except to the extent otherwise elected by Viddy, any action or proceeding arising from or relating to these API Terms must be brought in a federal court in the Northern District of California or in state court in San Francisco County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of these API Terms shall be entitled to an award of its costs and attorneys’ fees. If any provision of these API Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Viddy to act with respect to a breach of these API Terms by you or others does not constitute a waiver and shall not limit Viddy’s rights with respect to such breach or any subsequent breaches. These API Terms are personal to you and may not be assigned or transferred by you for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without Viddy’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Viddy expressly reserves and shall have the right to assign these API Terms and to delegate any of its obligations hereunder.
If you feel there are any videos or content on the Viddy Services or accessible via the Viddy APIs that violate the Viddy Terms of Service, please contact us as soon as possible so we can evaluate such content. You can contact firstname.lastname@example.org for any content related issues or complaints.