Livestream API Terms of Use

Last Updated: August 15, 2016

The following Livestream API Terms of Use (these “API Terms”) between Livestream, Inc. (“Livestream,” “us,” “we,” or “our”) and you describe the rules developers must follow when accessing or using the Livestream application programming interfaces and related documentation made available by Livestream though the Livestream developer website currently located at livestream.com/developers (the “Developer Site”) (the “APIs”). Any application you develop using the APIs is a “Developer App.” BY CLICKING “I AGREE” OR IMPLEMENTING, OR OTHERWISE USING THE APIS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE API TERMS.

1. Your Relationship with Livestream

1.a. Legal Agreement. Your use of the APIs is subject to these API Terms. These API Terms, together with any other documents or terms incorporated into these API Terms or provided to you by Livestream in connection with the APIs, are incorporated into the Livestream Terms of Use (together with the Livestream Privacy Policy, and Livestream Service Level Agreement, the “Policies”). If there is any contradiction between these API Terms and the other Policies, then these API Terms will take precedence with respect to the contradicting terms.

1.b. Changes to the Terms. Livestream reserves the right, at Livestream’s discretion, to change these API Terms on a going-forward basis at any time by posting the amended API Terms to the Developer Site. Please check these API Terms and any other Policies periodically for changes. In addition, if our modifications are material, we will make commercially reasonable efforts to notify you electronically. Your continued use of the APIs after new and/or revised API Terms are effective indicates that you have read, understood, and agreed to those API Terms. Your continued access to, or use of, the APIs following the effective date of any changes to the API Terms will signify your assent to and acceptance of such changes.

2. Account and Registration

2.a. Organization. If you use the APIs on behalf of a business, you represent to Livestream that you have the authority to bind that business and your acceptance of these API Terms will be treated as acceptance by that business. In that event, “you” and “your” will refer to that business in these API Terms.

2.b. Registration. In order to access the APIs, you may be required to provide certain information (such as identification or contact details) as part of the registration process, or as part of your continued access to or use of the APIs. You agree that any registration information you give to us will always be accurate and up to date and you will promptly make updates as needed. You may only access your account with the credentials provided to you by Livestream and you will be fully responsible and liable for all activities that occur through the use of your credentials (including any activities that occur with the API key provided to you). You must only access (or attempt to access) the APIs by the means described in these API Terms, including in accordance with the documentation for the specific APIs you access. You will not use the developer credentials assigned to a different individual or entity, or mask or misrepresent your identity when using the APIs or developer accounts. You may not share your developer credentials with any third party. You may only link your API account with other Livestream Service accounts that you manage. Anyone who has had their access to any of the APIs suspended or terminated is prohibited from accessing, or attempting to access, the APIs via any means, including by creating or requesting, or using a proxy to create, new developer credentials or API credentials.

3. Compliance with the Terms

You may access and use the APIs solely to develop and operate your Developer App, and only in accordance with these API Terms (including all applicable Policies). In accordance with Section 16 (Termination), Livestream may suspend or terminate your (or your Developer App’s) access to, or use of, any aspect of the APIs without notice for non-compliance with these API Terms.

4. Compliance with Laws and Third Party Rights

Your access to, and use of, the APIs will comply with, and you will require those acting on your behalf and your users to comply with (and not encourage, require, or enable them to violate), all applicable laws, rules and regulations, and all third-party rights. You and your Developer App will not use, or encourage, require, or enable others to use, the APIs in a manner that encourages or promotes illegal activity; is deceptive, unethical, false or misleading; or infringes or violates third-party rights, including intellectual property rights.

5. User Privacy and API Clients

You will comply with all applicable privacy laws and regulations, including those applying to personally identifiable information. You will provide and adhere to a published privacy policy for each of your Developer Apps that clearly and accurately describes to users of each Developer App what user information you collect, store and delete, and how you use, process, and share such information (including for advertising) with us and any third parties.

6. Attribution

You must place the following notice prominently on your Developer App: “This application uses the Livestream API but is not endorsed or certified by Livestream, Inc.” Livestream, and other Livestream graphics, logos, designs, headers, button icons, scripts and service names are trademarks, registered trademarks, service marks or trade dress of Livestream (“Livestream Marks”). Subject to your full compliance with these API Terms and any other Trademark Guidelines made available by Livestream to you, Livestream hereby grants you a limited, personal, non-sublicenseable, non-transferable, nonexclusive, revocable license to use the Livestream Marks in your Developer App. You may not (a) use the Livestream Marks in any manner that creates a false suggestion, either directly or indirectly, that your Developer App is sponsored by Livestream , (b) use or alter any text, logo, Livestream Mark, Livestream signature colors, or Livestream layout, or (c) alter or use any Livestream Mark in a misleading way, (d) use any Livestream logo or Livestream Mark in your Developer App in a more prominent manner than the logo or mark that primarily describes the Developer App. If you issue any press release or announce your Developer App, you must state that it was created using the APIs and that you do not imply that your Developer App is endorsed or certified by Livestream. Without limiting the foregoing, Livestream has the right to do quality insurance inspections of your Developer App and withhold the right to use any Livestream Mark if the quality is not satisfactory to Livestream in its sole discretion.

7. Proprietary Rights Notices

You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices or Terms of Service links) that may appear on, or be provided through, the APIs. You grant Livestream a royalty free license to reproduce and publicly display your company name, your Developer App name and/or logo for the purpose of promoting your Developer App and the API program on any website owned or controlled by or on behalf of Livestream, within the Livestream Service, Livestream’s social media channels, Livestream’s internal corporate documents and presentations, and other related marketing materials and marketing collateral, whether online or offline, and through any medium and using any technology, whether now known or hereafter created, selected by Livestream in its sole discretion. To revoke the license in the preceding sentence, please e-mail legal@livestream.com.

8. Changes to the APIs

Livestream may at any time change the specifications of or restrict or limit access to the APIs in Livestream’s sole discretion, without any liability to you. Your right to access and use the APIs is a privilege, which may be revoked by Livestream at any time, without or without notice. You acknowledge and agree that Livestream may use any technological means to enforce these API Terms. Notwithstanding anything to the contrary, you hereby grant Livestream the right to crawl, test or otherwise monitor your Developer App for the purpose of verifying your compliance with these API Terms, and that you will not block, attempt to block or otherwise interfere with such crawling or monitoring.

9. Usage and Quotas

Livestream may set a quota on your (or your Developer App’s) usage of any APIs. You will not attempt to exceed or circumvent automated use or quota restrictions. Livestream may specify additional requirements relating to automated use or quotas.

10. Ownership; No Implied Rights

Except as expressly granted herein, neither party through this Agreement grants the other party any intellectual property rights or other propriety rights. As between you and Livestream, Livestream and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the APIs and its documentation and specifications, and the Livestream Service. For the avoidance of doubt, you retain all rights in and to your Developer App, excluding foregoing Livestream materials and intellectual property. All license rights granted herein are not sublicensable, transferable or assignable unless otherwise stated herein.

11. Non-exclusive

These API Terms constitute a non-exclusive agreement. You acknowledge that Livestream may be developing, and may develop in the future, products or services that compete with the APIs, your Developer App, or any other products or services, and we have no obligation to make any of these products or services available to you.

12. Indemnification

To the fullest extent permitted by law, you will indemnify and hold Livestream, its affiliates, and any of their respective officers, directors, employees, agents, shareholders, licensors, licensees, assigns, or successors harmless against any claim, costs, losses, damages, liabilities, judgments, fees (including reasonable fees of attorneys and other professionals), and expenses arising out of or in connection with any claim, action or proceeding (any and all of which are “Claims”) by a third party arising out of (i) access to, and use of, any APIs by you, those acting on your behalf, your Developer App, or any of your users, (ii) violation of these API Terms, or violation or infringement of any third-party right, including any intellectual property or other proprietary right, privacy right, or right of publicity, by you, those acting on your behalf, your Developer Apps, or any of your users, (iii) the development, operation, maintenance, or use, of your Developer Apps, or (iv) any content, data, technology or materials provided or contributed by you, those acting on your behalf, your Developer Apps, or any of your users. You must not settle any Claim without Livestream’s prior written consent.

13. Exclusion of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW:

13.a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE APIS IS AT YOUR SOLE RISK AND THAT THE APIS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

13.b. LIVESTREAM, ITS AFFILIATES AND LICENSORS, AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) THE APIS WILL MEET YOUR REQUIREMENTS; (ii) THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE APIS WILL BE ACCURATE, RELIABLE, COMPLETE OR OTHERWISE VALID; OR (iv) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE APIS, INCLUDING ANY SOFTWARE, CODE, CONTENT, DATA, SUPPORT OR ANYTHING ELSE PROVIDED TO YOU AS PART OF OR IN CONNECTION WITH THE APIS, WILL BE CORRECTED.

13.c. ANY CONTENT OR DATA OBTAINED THROUGH THE APIS IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR YOUR USERS’ COMPUTER SYSTEM(S) OR DEVICE(S), LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM ANY ASPECT OF THE APIS.

13.d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH OR FROM THE APIS, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE API TERMS.

13.e. LIVESTREAM, ITS AFFILIATES AND LICENSORS, AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. Disclaimer for Third Party Content, Websites and Services

14.a. The content accessible through the APIs includes videos, audio, graphics, photos, text, interactive features, software, and other materials, including music, sounds, comments, scripts, and audiovisual combinations (collectively, “Video Content”). Such Video Content may come from a variety of sources and is the sole responsibility of the person or entity that submits the Video Content under the Livestream Terms of Use. We are a provider of hosting services for Video Content and are not responsible for the availability, accuracy, usefulness, safety, or legality of such Video Content, including Video Content that may be offensive, indecent, defamatory, objectionable, or that may violate third-party rights or applicable laws or regulations.

14.b. Additionally, the APIs may contain links to third party websites and online services that are not owned or controlled by us. We have no control over, and assume no responsibility for, such websites and online services.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF LIVESTREAM, ITS AFFILIATES AND LICENSORS, AND THEIR SUPPLIERS, IS NOT RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN ALL CASES, TO THE FULLEST EXTENT PERMITTED BY LAW, LIVESTREAM WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHETHER OR NOT LIVESTREAM, ITS AFFILIATES AND LICENSORS, OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, LIVESTREAM’S TOTAL AGGREGATE LIABILITY UNDER OR ARISING OUT OF THE TERMS IS LIMITED TO THE FEES PAID BY YOU FOR THE APIS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, LIVESTREAM IS NOT LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM (I) REMOVING, MODIFYING, SUSPENDING OR TERMINATING ANY ASPECT OF THE APIS INCLUDING (A) ANY OR ALL FEATURES, FUNCTIONS, OR VERSIONS OF ANY OF THE APIS, INCLUDING DATA LIVESTREAM MAKES AVAILABLE TO YOU OR ANY VIDEO CONTENT (IN WHOLE OR IN PART); AND (B) WITH RESPECT TO ANY SPECIFIC API USER OR DEVELOPER APP, CATEGORY OF USERS OR DEVELOPER APPS, OR ALL USERS, OR DEVELOPER APPS, OR (II) PROVIDING SUPPORT OR MODIFICATIONS TO THE APIS, INCLUDING WITH RESPECT TO ANY SPECIFIC API USER OR DEVELOPER APP, CATEGORY OF USERS OR DEVELOPER APPS, OR ALL USERS, OR DEVELOPER APPS.

16. Termination

16.a. Any rights granted to you in these API Terms will terminate automatically without notice if you fail to comply with any provision of these API Terms. Notwithstanding anything to the contrary, including under Section 8 (Changes to the APIs) of these API Terms (where applicable), we reserve the right to (i) suspend or terminate access to, or use of, any aspect of the APIs, and (ii) terminate these API Terms or any portion thereof, as applied to any specific user or Developer App, category of users or Developer Apps, or all users or Developer Apps at any time and without notice in our sole discretion and we will bear no liability for such decisions. If we elect to provide you with support or modifications for the APIs, this support or modification may be terminated at any time without notice to you. It is solely your responsibility at all times to be prepared to conduct your business and operate your Developer Apps without access to any aspect of the APIs. Upon any suspension, termination or notice of any discontinuance, you will immediately stop and thereafter desist from using all APIs. We are under no obligation to provide the APIs.

16.b. You may terminate these API Terms by discontinuing your and your Developer App’s use of and access to the APIs at any time. You do not need to specifically inform us when you stop using and accessing the APIs.

16.c. The following Sections of these API Terms will continue to apply indefinitely even upon any termination or expiration of the Terms: 1, 10, and 12 – 17.

17. General Legal Terms

17.a. The API Terms, with the Policies, control the relationship between you and us and constitute the entire agreement between us with respect to the subject matter hereof. We may deny or grant in our sole discretion for any or no reason any consents, approvals, or permissions that are expressly contemplated under these API Terms or otherwise requested by you. Any dispute arising under these API Terms will be resolved pursuant to the Dispute Resolution and Arbitration section of the Livestream Terms of Use. These API Terms and any arbitration arising from disputes under these API Terms will be subject to the Choice of Law and Forum section of the Livestream Terms of Use. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND LIVESTREAM AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APIS MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17.b. Except as stated in Section 12, these API Terms create no third party beneficiary rights. A party’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, then the remaining provisions of these API Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these API Terms, and any such attempt is void, but Livestream may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the APIs. Livestream and you are not legal partners or agents; instead, our relationship is that of independent contractors.