Vuclip™ API Terms and Conditions


Terms of Use
Vuclip API USE
Content
Restrictions
Proprietary Rights
Confidentiality
Liability Disclaimer and Indemnity
Modification and Termination


Terms of Use


This site and the services available in connection with this site are made available to you by XinLab, Inc., doing business as Vuclip™ ("Vuclip," "we" or "us"). If you elect to access and use any of the Vuclip API, API Data, Application ID's, API Specification, and/or API Client (the "API Services"), you agree to be bound by these Vuclip API Terms and Conditions in addition to the general Vuclip Terms and Conditions and the Vuclip Privacy Policy. Additionally, in such event, the Vuclip API Terms and Conditions shall be deemed incorporated in and a part of the Terms (as defined in the Vuclip Terms and Conditions). You can review the most current version of the Terms at any time at Terms of Use and Privacy Policy. Vuclip reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the API Services or the Service or any portion thereof with or without notice to you or any third party. Capitalized terms used in the Vuclip API Terms and Conditions but not defined herein shall have the meanings ascribed to them in the Vuclip Terms and Conditions or the Vuclip Privacy Policy.


Vuclip API USE


"API Client" means a website, web page, wapsite, wap page, software application or program developed or used by you for any device that makes use of the Vuclip API.


"API Data" means any data or information obtained by you from Vuclip related to the use of any Vuclip API, including but not limited to, user data and statistics collected by Vuclip and advertising content that Vuclip may provide, either in its sole discretion or as directed by you, as applicable, along with Content obtained from Vuclip using the Vuclip API.


"API Specifications" means all information and documentation Vuclip provides specifying or concerning the Vuclip API, and any Vuclip-supplied implementations or methods of use of the Vuclip API.


"Application ID" means the unique identifier that Vuclip assigns to every application that registers for use of the Vuclip API.


Using the "Vuclip API" means using the mark-up language described in the API Specifications to: (i) access the API Services through your implementation of an API Client, (ii) receive API Data and other information from Vuclip servers in response to Vuclip API calls, and/or (iii) transmit videos, content, data or information to the Vuclip servers via the Vuclip API.


You may use the API Services only in accordance with the Terms and the API Specifications and only with your own User Data. You shall not sell, lease, lend, convey, redistribute or sublicense to any third party all or any portion of API Data, except that you may distribute and display the Content and accompanying metadata to your users through your API Client in a manner that complies with this Agreement. You shall not disclose all or part of any API Specification, your User Data or your Application ID's to any third party except your agent(s) using such information solely on your behalf solely in accordance with this Agreement and under a written duty of confidentiality. You take responsibility for any and all use and disclosure of API Specifications, your User Data and your Application ID's obtained through you. You shall use all reasonable efforts to keep all non-public API Data, your User Data, your Applications ID's and API Specifications in a secure environment at all times.


Except as expressly permitted by Vuclip under a separate Vuclip product or service feature or agreement, you shall not use any automated means (e.g., scraping and robots), other than the Vuclip API itself, to access, query or otherwise collect information from the Vuclip website or the Service. You can employ session-based caching of Vuclip API results but must use commercially reasonable efforts to update cached results upon any changes in related Content metadata.


Vuclip may suspend or terminate your access to the Service or any aspect of the API Services for any or no reason at any time and will bear no liability for such decision. You are solely responsible at all times to backup your data and to be prepared to manage your account(s) without access to the API Services.


You acknowledge that Vuclip may monitor any Vuclip API activity for the purpose of ensuring quality, improving Vuclip products and services and compliance with these terms. You shall not interfere with such monitoring or otherwise obscure from Vuclip your Vuclip API activity. Vuclip may use any technical means to overcome such interference. However, Vuclip is not responsible for monitoring or policing any dispute related to your use of the Service (including, without limitation, the API Services or the distribution of any Content) that may arise between you and any account owner or other third party.


Content


If you make Content available in connection with the Service, such Content is your sole responsibility or the sole responsibility of the person from whom such Content originated. This means that you, and not Vuclip, are entirely responsible for all Content that you upload, post, email, deliver or otherwise transmit via the Service, including any Content that is offensive, indecent or objectionable.


In connection with your use of the API Services, you are responsible for communicating to us whether a particular piece of Content shall be made available to one of your end users on that user's mobile device by streaming the Content or making the Content available in a "download to view only" mode, in either case, to the applicable device. You also agree that you will instruct us as to whether a particular piece of Content shall be made available to one of your end users with or without an advertisement. You acknowledge and agree that the API Services and the Service are provided to you and your end users solely as a streaming or "download to view only" service. You agree to take commercially reasonable efforts to ensure that your end user customers do not retain any copy of the Content provided via the Service after viewing it, even if their device is capable of retaining Content in its internal or removable memory.


Restrictions


You are responsible for complying with all applicable laws, rules and regulations, all third party rights and all Vuclip policies. You shall not use the API Services in a manner that violates such laws, rules and regulations, third parties' rights or any Vuclip policies or in a manner that is deceptive, unethical, false or misleading.


Without Vuclip's express prior written consent, you agree not to use the Service for any prohibited commercial purposes, which include, but are not limited to, the following actions: (a) the sale of the Vuclip API, API Data, Content or related services, or access to any of the foregoing; and (b) the sale of advertising, sponsorships or promotions targeted to, within or on the API Client or Content made available through the Service.


Proprietary Rights


Except as expressly granted herein, neither party through the Terms grants the other party any intellectual property rights or other propriety rights. You hereby release and covenant not to sue Vuclip, 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 (a) pertaining to any intellectual property you develop that is based on, uses or relates to the API Services or any other aspect of the Service; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the API Services or any other aspect of the Service. As between you and Vuclip, Vuclip, 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 API Services and all other aspects of the Service, all Vuclip websites and wapsites and any other services and any derivative works in connection therewith. All license rights granted herein are not sub-licensable, transferable or assignable unless otherwise stated herein.


The rights granted under the Terms are non-exclusive. You acknowledge that Vuclip may be entering into similar agreements with other parties or developing and may develop products or services that may compete with the Service or any other products or services.


The term Vuclip, the stylized Vuclip logo and "bug" and any other Vuclip product and service names are the exclusive trademarks of, and are owned by, XinLab, Inc., and you may not use or display such trademarks in any manner without XinLab's prior written consent. Any third party trademarks or service marks displayed on the Service are the property of their respective owners.


You agree that Vuclip may use your name and/or logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, research and marketing case studies and other marketing-related activities. You may not issue any public announcement regarding your use of the API Services which suggests partnership with us without our prior written consent.


Confidentiality


You agree not to disclose Vuclip Confidential Information without our prior written consent. "Vuclip Confidential Information" includes, without limitation: (a) all Vuclip software, technology, programming and specifications relating to the Service, and the API Services; (b) API Specifications; (c) API Data; and (d) any other information designated in writing by Vuclip as "Confidential" or an equivalent designation. Vuclip Confidential Information does not include information that has become publicly known through no breach by you or Vuclip, or information that has been (i) independently developed without access to Vuclip Confidential Information as evidenced in writing; (ii) rightfully received by you from a third party who has the lawful right to disclose such information; or (iii) required to be disclosed by law or by a governmental authority.


Liability Disclaimer and Indemnity


THE API SERVICES AND THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT AVAILABLE IN CONNECTION WITH THE API SERVICES ARE PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTY. VUCLIP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO THE API SERVICES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. VUCLIP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (a) THE API SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE API SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT ERRORS WILL BE CORRECTED; OR (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE API SERVICES WILL BE ACCURATE OR RELIABLE.


IN NO EVENT SHALL VUCLIP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE API SERVICES OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, THIRD PARTY DEALINGS, OR CONTENT OBTAINED OR ACCESSED IN CONNECTION WITH THE API SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF VUCLIP HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


You agree to indemnify and hold Vuclip and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claims, demands, costs, losses, damages, liabilities, judgments and expenses, including reasonable attorneys' fees, arising out of or in connection with any claim, action or proceeding by any third party due to or arising out of: (a) your use of or connection to the API Services, (b) materials or technology contributed to the API Services by you and not Vuclip, (c) Content that you transmit or otherwise make available through the API Services or the Service and (d) your violation of the Terms or your violation of any rights of another person or entity.


Modification and Termination


Vuclip may modify any of the provisions contained in these Terms at any time and in its sole discretion by posting a change notice to your account, changing these Terms, emailing to the email address of your account or account associated with our User Data or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE YOUR USE OF THE API SERVICES. YOUR CONTINUED USE OF THE API SERVICES, CONTINUED POSSESSION OF A COPY OF NON-PUBLIC API SPECIFICATIONS OR CONTINUED DEVELOPMENT FOLLOWING POSTING OF A CHANGE NOTICE OR NEW TERMS ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.


We reserve the right to terminate the API Services (or your access to the API Services) or discontinue the Vuclip API (or your access to the Vuclip API) or any portion or feature thereof for any or no reason and at any time, with or without prior notice, without liability to you. Upon any termination or notice of any discontinuance, you agree immediately to stop and thereafter desist from using the API Services and delete all API Specifications in your possession or control (including, without limitation, from your servers). We may independently communicate with any account owner whose account(s) are associated with your User Data to provide notice of both the termination of your right to use the API Services or the Vuclip API and the display of any advertisements associated with your User Data. The Sections of these API Terms entitled "Proprietary Rights," "Confidentiality," "Liability and Disclaimer and Indemnity" and "Modification and Termination" and the Sections of the Terms entitled "Proprietary Rights," "Liability Disclaimer and Indemnity" and "General" shall survive any termination or expiration of your use of the API Services or the Service and will continue to bind you in accordance with their terms.


XinLab, Inc. 2007-08. All Rights Reserved.