Howcast API Terms and Conditions
The terms below (API Terms and Conditions) and the Howcast Terms and conditions at http://www.howcast.com/site/tos govern your use of the application programming interface and technologies, gateways, functions, software, tools, processes, methods, techniques, know-how, ideas, concepts, designs, documentation, data, materials and information embodied therein or otherwise provided by or on behalf of Howcast hereunder (the Howcast API). The Howcast API includes all versions, modifications, enhancements, extensions and derivative works of any of the foregoing, as implemented or operated by Howcast, from time to time. By using the Howcast API, you (User) agree to the terms below and the Howcast Terms and Conditions. If you disagree with any of these terms, Howcast does not grant you a license to use the Howcast API. Howcast may update and change these terms from time to time without notice. Each time you use the Howcast API, the current version of these Howcast API Terms and Conditions will apply. Accordingly, when you use the Howcast API, you should check the date of the API Terms and Conditions (which appears above) and review any changes since the last version.
1. License. Howcast API is licensed, not sold. Howcast grants User a nonexclusive license (without right to sublicense) to use one copy of the Howcast API for personal, non-commercial use only; provided, however, User's license to use any software owned by third parties and incorporated into or bundled with Howcast API (Other Software) shall be exclusively governed by the applicable license agreement accompanying the Other Software.
2. Restrictions. Except and only to the extent expressly permitted in the Agreement, User shall not directly or indirectly (a) use Howcast API to create any software, product or system that is similar to the Howcast API, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of Howcast API (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (c) sublicense, sell, lease, loan or transfer Howcast API or derive revenues from the use or provision of the Howcast API whether for direct commercial monetary gain or otherwise, (d) copy, create derivative works of or otherwise modify Howcast API, (e) use Howcast API in any service bureau arrangement or otherwise for the benefit of any third party, (f) use the Howcast API, or allow the transfer, transmission, export or re-export of all or any part of the Howcast API or any product thereof, in violation of any export control or other laws or regulations of the US or other relevant jurisdiction, (g) cache or store any content obtained via its use of the Howcast API for longer than reasonable periods, (h) use the Howcast API in conjunction with any application that constitutes, promotes or is used in connection with spyware, adware or other malicious programs or codes, (i) use the Howcast API in any manner or for any purpose that violates any applicable law or regulation or any right of any person, including without limitation intellectual property rights or rights of privacy or publicity, (j) use the Howcast API in any manner that in Howcast’s sole discretion adversely impacts the stability of Howcast’s servers or adversely impacts the behavior of other applications using the Howcast API or (k) fail to comply with the Howcast Terms and Conditions at http://www.howcast.com/site/tos.
3. Obligations.
3.1 Third Party Content. The Howcast API may provide access to Howcast video content, which is owned by Howcast users and not by Howcast (Third Party Content). User agrees to comply with any and all requirements or restrictions imposed with respect to usage of such Third Party Content by its respective owners. User is solely responsible for making use of Third Party Content in compliance with the owners' requirements or restrictions. If the owner of any Third Party Content requests the removal of such Third Party Content from a User website or application that makes use of the Howcast API (User Website), User agrees to comply with such request within 24 hours following receipt of such request.
3.2. Privacy Policy. User will disclose in each User Website a privacy policy or similar document describing how User collects, uses, stores and discloses data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements to users of the User Website, collect information directly from users of the User Website, and place or recognize cookies on such users’ browsers.
3.3. Branding. User agrees to the following: (a) it shall not use "Howcast" in the URL of any User Website (e.g., Howcast.mydomain.com, or mydomain.com/Howcast/content.html); (b) it shall place the following notice prominently on the User Website: "This product uses the Howcast API, but is not endorsed or certified by Howcast"; (c) it shall display the Howcast logo only in accordance with the branding instructions available at http://www.howcast.com/api/branding which Howcast may update from time to time; (d) it may not otherwise use the Howcast logo without specific written permission from Howcast; and (e) any use of the Howcast logo on a website page shall be less prominent than the logo or mark that primarily describes the User Website, and User’s use of the Howcast logo shall not imply any endorsement of the User Website by Howcast.
4. Ownership; No Implied License. The Howcast API and Howcast logos are protected by copyright, trademark, service mark, and/or other intellectual property rights laws of the US and other countries. Howcast’s rights apply to the Howcast API and all output and executables of the Howcast API excluding any software components developed by User which do not themselves incorporate the Howcast API or any output or executables of the Howcast API. Except for the limited license expressly granted herein, no other license is granted, no other use is permitted and Howcast (and its licensors) shall retain all right, title and interest in and to the Howcast API and Howcast logos.
5. Fees. The Howcast API is available free to Howcast users who possess a valid Howcast account; however, for certain types of commercial applications or for a certain rate of usage of the Howcast API, Howcast reserves the right to charge fees. In order to use the Howcast API, User must provide Howcast with the URL of the website or application on which it intends to use the API and obtain an API key from Howcast. The API key must be part of each and every call User makes to the Howcast API service, regardless of the HTTP method used by User. If Howcast determines that User’s use of the Howcast API is commercial, User’s request for an API key may be granted subject to User’s payment of license fees. An application is considered a commercial application if: (i) the primary purpose of User’s application is to derive revenue, (ii) User charges its users a fee for products or services including integration using the Howcast API, (iii) User sells services to Howcast users and uses the Howcast API to bring Howcast users’ content into User’s service, or (iv) User’s site is a “destination” site that uses Howcast videos to drive traffic and generate ad revenue. Howcast may monitor the User Website over time to ensure continued compliance with the appropriate type of API key.
6. Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE COMPANY API, OTHER SOFTWARE, THIRD PARTY CONTENT AND COMPANY LOGOS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT THAT THE COMPANY API OR OTHER SOFTWARE WILL MEET USER'S REQUIREMENTS OR BE ERROR-FREE, ANY OPERATIONS OR TRANSMISSIONS WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, ANY THIRD PARTY CONTENT WILL BE TRUTHFUL, ACCURATE, RELIABLE OR COMPLETE OR THAT ANY RESULTS CAN BE ACHIEVED. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE COMPANY API, OTHER SOFTWARE, THIRD PARTY CONTENT AND COMPANY LOGOS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
7. Indemnification. User agrees to (a) defend Howcast and its affiliates and their directors, officers, employees and agents (Howcast Indemnitees) against any third party claim arising from or in any way related to its use of the Howcast API, including but not limited to any claim that the User Website, the content of the User Website, or any products developed under this Agreement by User, infringe upon or violate any third party’s intellectual property rights, and (b) indemnify User for settlement amounts or liabilities, costs and expenses awarded and arising out of such claim. A Howcast Indemnitee shall give User (a) prompt written notice of any such claim or allegation, (b) control of the defense and settlement thereof (provided that any settlement of such claim that does not contain an unconditional release of the Howcast Indemnitee will require the prior written consent of such Howcast Indemnitee) and (c) reasonable assistance in such defense or settlement.
8. Limited Liability. EXCEPT TO THE EXTENT THAT ANY LIMITATION OF LIABILITY IS PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL HOWCAST (OR ITS LICENSORS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THE AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID BY USER TO HOWCAST, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THE AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU.
9. Term and Termination. The license granted herein continues in effect until terminated by either party. User may terminate the license by discontinuing use of the Howcast API. Howcast may terminate this license at any time for any reason or no reason. User’s rights to use the Howcast API terminate automatically if (i) User violates any of the API Terms and Conditions, (ii) Howcast publicly posts a written notice of termination on Howcast.com, (iii) Howcast sends a written notice of termination to User, or (iv) Howcast disables access to the Howcast API to User. All remedies for breach, and the provisions of Sections 2, and 4 through 13 shall survive any termination of the API Terms and Conditions.
10. Assignment. This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred by User. Any attempted transfer in violation hereof will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.
11. Publicity. User hereby consents to Howcast's inclusion of its name in User listings that may be published as part of Howcast's marketing efforts.
12. Independent Contractors. The parties shall be independent contractors in their performance under this Agreement, and nothing contained herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
13. General. The Agreement constitutes the entire agreement, and supersedes all prior negotiations and agreements (oral or written), between the parties concerning the subject matter hereof. The Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of laws provisions. The UN Convention on Contracts for the International Sale of Goods will not apply. Exclusive jurisdiction and venue for any action hereunder is in the federal and state courts located in New York. Any breach of Section 2 (Restrictions) will cause irreparable harm to Howcast for which money damages are not an adequate remedy. Therefore, in addition to any other remedy, Howcast shall be entitled to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys' fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained. No modification, waiver or consent hereunder will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights at any time shall not be construed as a waiver. Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and enforceable.