API Terms of Service

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Boxee Developer Terms of Service

Preface

You (“You”) would like to use the API (as defined below) to develop one or more Applications (as defined below) for the Boxee Platform (as defined below). Boxee, Inc. (“Boxee”) is willing to grant You a license to the API on the terms and conditions set forth below.

API Terms of Service

The following terms and conditions (collectively, the “Terms”) govern your use of any and all data, text, software, tools, documents and other materials associated with the application programming interface offered by Boxee (currently available for download at http://www.boxee.tv/download) (the "API"). By clicking on the “Accept” button, OR BY USING OR ACCESSING ANY PORTION OF THE API, you or the entity or company that you represent are unconditionally agreeing to be bound by the terms, including those available by hyperlink from within this document, and are becoming a party to the Terms. Your continued use of the API shall also constitute assent to the Terms. If You do not unconditionally agree to all of the Terms, click the “Decline” button and the installation process will not continue. If the terms set out herein are considered an offer, acceptance is expressly limited to these terms. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE API.

1. API Licensed Uses and Restrictions.

Subject to full compliance with the Terms, Boxee hereby grants You a limited, personal, non-sublicenseable, non-transferable, non-exclusive, revocable license to access and use the API as necessary to create and run websites and applications (collectively, “Applications”) for use with the Boxee website (currently located at www.boxee.tv (and any successor site)) and/or the software and services platform made available via such website (collectively, the “Boxee Platform”) that meet all the requirements and conditions set forth in the Terms.


You Shall

Adopt and implement an acceptable copyright policy and register an agent with the applicable national copyright office.


You Shall Not


ALL RIGHTS NOT EXPRESSLY GRANTED IN THE TERMS ARE HEREBY RESERVED BY BOXEE AND ITS LICENSORS.

2. Attribution

BOXEETM, and other Boxee graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trade names, service marks or trade dress of Boxee in the U.S. and/or other countries ("Boxee Trademarks"). Boxee may make available to You certain Boxee Trademarks that You may use solely for the purpose of indicating that Your Applications were created to interface with Boxee Platform.


Without limiting the foregoing, Boxee will have the right to do quality insurance inspections of Your Applications and withhold the right to use Boxee’s Trademarks if the quality is not satisfactory to Boxee in its sole discretion. Boxee retains all right, title and interest in and to the Boxee Trademarks, and all goodwill arising out of the use of the Boxee Trademarks by You will inure to the sole benefit of Boxee.

3. Registration Data

In consideration of Your use of the API, You agree to:

You have sole responsibility for adequate protection and backup of data and/or equipment used by You in connection with the API and/or the Boxee Platform. The interactivity and web services features of the Boxee Platform are intended for use by the person who has authenticated their identity and lawfully received an API Key to the Boxee Platform from Boxee and/or its affiliates ("Registered Users"). By using the API and/or the Boxee Platform in any manner, You represent that You are a Registered User. You further consent and authorize Boxee and/or its affiliates to verify Your Registration Data.

4. Application Submission

You may submit Your Application for consideration by Boxee for distribution via the Boxee Platform once You decide that Your Application has been adequately tested and is complete. By submitting Your Application, You represent and warrant that Your Application complies with the Terms then in effect. You agree to cooperate with Boxee in this process and to answer questions and provide information about Your Application, as reasonably requested by Boxee. If You make any changes to an Application after it has been submitted to Boxee, You must resubmit the Application. Similarly all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of Your Application must be submitted to Boxee for review in order for them to be considered for distribution via the Boxee Platform.

You understand and agree that Boxee may, in its sole discretion reject Your Application for distribution or select and permit Your Application for distribution via the Boxee Platform.

The fact that Boxee may have reviewed, tested, approved or selected an Application will not relieve You of any of your responsibilities under these Terms.

5. Commercial Use of Your Applications.

Reasonable commercial uses of Your Application, including without limitation, displaying advertising in Your Application or charging users a fee for those portions of Your Applications that do not integrate the API, are permitted. However, You may not charge anyone a fee for the right to use the API. In addition, Boxee will not provide any mechanism, assistance or support for any of Your commercial uses and You acknowledge that Boxee has no responsibility or liability of any kind to You or to any third party for any such commercial uses.

6. Your Obligations and Conduct; Use of Services

You acknowledge that Boxee has no responsibility or liability of any kind for any aspects of Your Application or for any Application Content. You expressly agree that Boxee and its affiliates have no responsibility or control over the Content that You, or other Boxee Members, upload, post or otherwise transmit via the Boxee Platform and/or the API (including, without limitation, any Content submitted to any forum) or modifications You may make to the Content or Boxee Member Content. You agree that Boxee and its affiliates may or may not (as determined in their sole discretion, and without an obligation to do so) review the Boxee Member Content before You upload, modify, post or otherwise transmit such Boxee Member Content. Boxee makes no representation that Your use of the Boxee Platform, the Content, or the API will comply with applicable laws or that they were designed to comply with applicable laws. Additionally, Boxee and its affiliates do not represent, warrant or guarantee the truthfulness, accuracy, quality or reliability of any of the Content posted, displayed, linked to or otherwise transmitted via the Boxee Platform. Boxee and its affiliates do not endorse any opinions expressed in or through any such Content. You agree that You must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of the Content. Except where expressly stated to the contrary, Boxee possesses the immediate right, but not the obligation, to edit or remove any Application or Content from the Boxee Platform at any time and/or terminate Your ability to access the Boxee Platform and/or the API without notice, at its sole discretion.

You represent, warrant and covenant to Boxee that:

Your Applications, Application Content, and the use thereof by Boxee and Boxee Members do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights or any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person or entity; You do now, and at all times You provide an Application will, (a) comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws and regulations connection with Your use of Boxee Platform and (b) maintain all licenses, permits and other permissions necessary in connection with the Your Application; Downloading or accessing of any of Your Application Content from third party servers or other third party sources as directed by You or Your Application does not and will not violate any contractual or legal obligation imposed on Boxee or You (e.g., any prohibition on downloading or accessing content or using content for commercial purposes that may be contained in the "Terms of Service" or similar terms applicable to any website from which You or Your Application direct the Boxee Platform to download or access any Your Application Content); Your Application Content will not be defamatory, fraudulent or otherwise illegal in any jurisdiction; Neither Your Applications nor any Your Application Content contains or will contain any virus, worm, Trojan horse, adware, spyware or other malicious code. Your Application and Your Application Content will at all times comply with these Terms. You understand and acknowledge that Boxee may be independently creating applications, content and other products or services that may be similar to Your Applications and Your Application Content, and nothing in this Agreement will be construed as restricting or preventing Boxee from creating and fully exploiting such Applications, content and other items, without any obligation to you. You may from time to time elect, in your sole discretion, to provide suggestions, comments, improvements, ideas or other feedback or materials to Boxee related to Boxee Platform (collectively, "Feedback"). If you elect to provide Boxee any such Feedback, you assign and agree to assign all right, title and interest in and to such Feedback to Boxee, 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 or compensation or other duty to account. You agree to promptly take such actions as Boxee may reasonably request from time to time (including execution of affidavits and other documents) to effect, perfect or confirm Boxee’s ownership rights as set forth in this Agreement.

7. Amendment of Terms

Boxee reserves the right at any time in its sole discretion without liability to You or any third party to modify, amend, restrict, suspend, deny or terminate Your access or the access of all users to the Boxee Platform or the API. Termination of a license to use the Boxee Platform and/or the API does not constitute termination of these Terms.

Boxee may amend these Terms, including, without limitation, the agreements and policies incorporated herein by reference, at any time. When Boxee changes any such agreement or policy in a material way a notice will be posted on the Boxee website, and when any change is made in any such agreement or policy, the updated agreement or policy, as applicable, will be posted at the applicable link above or a successor link. You understand and agree that if You use the API or the Boxee Platform or any of the services offered in connection therewith after the date on which any of the foregoing terms have changed, Boxee will treat Your use as acceptance of the updated terms.

8. Property Rights

The Boxee Platform, including without limitation all Boxee Content, the API and all intellectual property rights in and to the foregoing, are owned by or licensed to Boxee, its affiliates, or Boxee’s third-party content providers. You must not modify, decompile, reverse engineer or otherwise seek to derive the source code of any software (including, without limitation, the API) that Boxee or its affiliates disclose to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to the following paragraph, You acknowledge and agree that no right, title or interest in any Boxee Content is transferred to You as a result of Your use of such Boxee Content, the Boxee Platform, the API or any software or services provided or otherwise made available via the Boxee Platform.

Boxee and its affiliates do not claim ownership of the Boxee Member Content and shall have no obligation of any kind with respect to such Boxee Member Content, in each case except to the extent expressly assumed under written agreement. You may not do or allow anyone else to do anything with the Content which is not specifically permitted under the Terms.

You hereby grant Boxee a worldwide, perpetual, irrevocable, non-exclusive right and license, with the right to sublicense, to: (a) access, reproduce, display, distribute, perform, and store on Boxee’s servers Your Application, and to create derivative works of Your Application, as may be necessary or desirable to make such Application available to Boxee Members in accordance with these Terms and (b) otherwise access, use and analyze any Your Application for Boxee’s internal business purposes (e.g., for the purposes of targeting delivery of advertisements or other content to persons who have viewed particular types of Application Content).

9. Confidential Information

The term "Confidential Information” means any information of or relating to Boxee that becomes known to You through disclosure, observation or otherwise, and that either is designated as confidential by Boxee or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the Boxee Platform and Boxee’s products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Confidential Information remains the property of Boxee, and no license or other right in any Confidential Information is granted hereby. You will not disclose any 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 You are a corporate entity, You will limit Your internal distribution of Confidential Information to Your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Confidential Information for the benefit of anyone other than Boxee. Upon Boxee’s written request, You will destroy or return to Boxee all Confidential Information in Your custody or control. In addition to the terms of this provision, You and Boxee will continue to be subject to any non-disclosure agreement that You and Boxee have entered into separately. This provision will survive any termination of this Agreement.

10. Term

The Terms take effect on the date You accept them and will continue until terminated by either party. Boxee reserves the right at any time in its sole discretion to terminate the Terms, with or without notice. Upon termination of the Terms for any reason, Your access to the Boxee Platform, the API and Boxee Content, and all of Your user's rights herein, will cease. Rights and obligations under these Terms, as well as any rights or obligations under any of the agreements or policies incorporated herein by reference, which either by their nature should survive or which by their terms expressly survive will remain in full effect after any termination or expiration of the applicable document, including without limitation those of Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, and 16 of the Terms.

11. Human Use Restriction

The Boxee Platform is published solely for direct access by human users. 'Spiders', 'crawlers', 'bots' and all other automated software or hardware devices designed to access and 'read' or otherwise analyze the Boxee Platform independently are prohibited and You agree not to access or use the Boxee Platform by such means unless to the extent expressly so authorized by the Boxee Platform’s administration personnel.

12. NO WARRANTY

BOXEE, BOXEE'S AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND BOXEE'S SERVICE PROVIDERS, PROVIDE THE BOXEE PLATFORM, API, BOXEE CONTENT AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOXEE, ON BEHALF OF ITSELF AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND BOXEE'S SERVICE PROVIDERS, SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE BOXEE PLATFORM, API, BOXEE CONTENT AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

13. LIABILITY LIMIT

IN NO EVENT SHALL BOXEE, (AS APPLICABLE) BOXEE'S AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR BOXEE'S SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO (A) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE BOXEE PLATFORM, API, BOXEE’S SERVICES, OR (B) THE TERMS, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF OPPORTUNITY OR GOODWILL, OR COST OF REPLACEMENT SERVICES, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

BOXEE'S MAXIMUM AGGREGATE LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF BOXEE'S AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND BOXEE’S SERVICE PROVIDERS, TO YOU OR ANY THIRD PARTIES CLAIMING UNDER OR THROUGH YOU IN ANY CIRCUMSTANCE ARISING UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO BOXEE PURSUANT TO THIS API TERMS OF USE AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED.

14. HOLD HARMLESS AND INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD BOXEE AND (AS APPLICABLE) BOXEE'S AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND EMPLOYEES, AND BOXEE’S SUPPLIERS AND SERVICE PROVIDERS, HARMLESS FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES AND DEMANDS, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATED TO ANY CLAIMS, ACTIONS, SUITS, OR PROCEEDINGS MADE OR BROUGHT BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THE TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

15. Copyright and Intellectual Property Policy

Boxee’s Copyright and Intellectual Property Policy is found here http://www.boxee.tv/copyright, the terms of which are hereby incorporated into the Terms by this reference. You agree to take whatever actions are necessary or are requested by Boxee to enable Boxee to comply with Boxee’s Copyright Policy and the take-down and other provisions of the Digital Millennium Copyright Act ("DMCA") or other applicable laws and regulations with respect to Your Applications and/or Application Content.

16. General Terms

Equitable Relief. You agree that any breach of the Terms will result in irreparable harm to Boxee or its affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Boxee or its affiliates will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs or is threatened. You waive any requirement for the posting of a bond or other security if Boxee or its affiliates seek such an injunction.

No Agency. You acknowledge and agree that the relationship between You and Boxee and its affiliates (if applicable) is that of independent contractors. Nothing in these Terms shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Boxee or any of its affiliates with You.

Waiver. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. Any waiver of the Terms must be in writing and signed by the party against whom enforcement of the waiver is sought. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.

Choice of Law. The Terms shall in all respects be interpreted and construed with and by the laws of the State of New York without regard to its conflict of laws principles. The parties hereby disclaim the application of the U.N. Convention on Contracts for the International Sale of Goods. The sole and exclusive jurisdiction and venue for actions and disputes arising under the Terms will be the state and federal courts in the Southern District of the State of New York. You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under the Terms shall be entitled to its costs and legal fees.

Entire Agreement. The Terms constitute the entire agreement between You and Boxee relating to their subject matter, and cancel and supersede any prior versions of the Terms as well as all prior agreements (whether oral, written or otherwise) and representations between You and Boxee. No modification to the Terms will be binding, unless in writing and signed by an authorized Boxee representative. You may not assign, sublicense, delegate or otherwise transfer the Terms or any right granted hereunder, in whole or in part, whether voluntarily or by operation of law, and any attempt to do any of the foregoing in violation of this provision will be null and void. Boxee expressly reserves the right to assign the Terms and to delegate any of its obligations hereunder. The Terms are binding on and inure to the benefit of each party hereto and their heirs, successors and permitted assigns. Boxee

I accept and agree to be bound by the Terms.

© 2009 Boxee, Inc. All Rights Reserved.

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