Terms of Service
The following terms ("API Terms") govern your access to and use of the application program interfaces, software code and accompanying documentation and related materials (the "TV Listings API"), which are made available and provided by TV Media through TV Media's developer web site (the "Developer Site"), to use TV Media's TV listings and entertainment services ("TV Media Services") to let users find TV and movie programming or other entertainment-related content ("TV Media Content"), as well as govern your relationship with TV Media arising from such access and use. TV Media is willing to grant the rights and license below to you, subject to and in accordance with these API Terms and TV Media's prior approval and discretion. By accessing and using the TV Listings API, you are consenting to be bound by these API Terms. If you have entered into a separate written agreement with TV Media governing your use of the TV Listings API, then the terms and conditions of that separate agreement will govern, and any conflicting terms of these API Terms will not apply to you.
Subject to all the provisions of these API Terms, including, but not limited to, TV Media's prior approval and discretion and other rights reserved by TV Media for itself, its subsidiaries, parent, and assignees, TV Media grants you a nonexclusive, non-transferable License to: (a) use the TV Listings API to develop, implement, and integrate interfaces to the TV Media Services, which permit the websites, applications, and services you provide (your "Service") to utilize the TV Media Services; (b) to access and use the TV Media Services through your Service and display TV Media Content on and through your Service (which you may modify in order to format it for display on your Service); and (c) use and display the TV Media logo that TV Media makes available for use with the TV Media Services ("TV Media Logo") with your Service in order to identify that the TV Media Services are from TV Media.
TERMS AND CONDITIONS
The license to access and use the TV Media Services and TV Media Content through the TV Listings API is conditioned on your compliance with and subject to the following terms and conditions:
- TV Media reserves the right to require, at its discretion, that prior to your use or incorporation of TV Media Services into your Service, you provide TV Media with examples of your proposed use of the TV Media Services (and any TV Media Content) in your Service for TV Media's review and prior approval, which it may give or deny in its sole discretion, including, but not limited to, access to your site or application, or both, as applicable, for the purpose of TV Media's examination and review of how TV Media Services and TV Media Content and other data is being used by you and your Service ('Review Access') You do hereby agree during the term of the License to periodically grant TV Media Review Access upon request by TV Media, which TV Media may request without any prior notice.
- You may not sell, resell or otherwise charge users solely for the access or use of the TV Media Services (or any TV Media Content).
- You acknowledge that the availability of TV Media Services (and any TV Media Content) is subject to change and TV Media may restrict access to, modify, suspend or terminate any or all of the TV Media Services, TV Media Content or TV Listings API. You shall promptly remove and shall not display (or archive) any TV Media Content that has been removed by TV Media or for which TV Media has notified you that such TV Media Content must be immediately removed.
- You may not copy, store, or archive any of TV Media Content and/or extract any data from it, unless you have TV Media's prior written permission to do so, except that you may store limited amounts of Content for the purpose of improving the performance of your TV Listings API Implementation if you do so temporarily (and in no event for more than 30 calendar days), securely, and in a manner that does not permit use of the Content outside of the Service.
- Any and all use of TV Media Services by you shall be subject to the limitations on access, calls, and use of the TV Listings API ("rate limits") that are set by TV Media. You may not attempt to circumvent those rate limits unless you prior written authorization from TV Media. If you exceed these rate limits (or TV Media believes that you have attempted to do so) you may be charged additional fees or your ability to access the TV Listings API and/or use the TV Media Services (or TV Media Content) may be temporarily or permanently blocked. TV Media may monitor your access and use of the TV Media Services (and TV Media Content) to ensure your compliance with these API Terms.
- You may not either attempt to or effectively interfere, by-pass, or disable any features or functionality that is embedded or included with the TV Media Services, TV Media Content or TV Listings API, including the reporting of any data, usage statistics or other information regarding your (or your users') access and use of the TV Media Services or any TV Media Content.
- You may not use or access the TV Listings API for purposes of monitoring the availability, performance or functionality of the TV Media Services or for any other benchmarking or competitive purposes.
- TV Media reserves the right to deliver advertisement in connection with the TV Media Services and TV Media Content ("Ads"). You may not either attempt to or effectively remove, disable, circumvent or obscure any Ads within the TV Media Services or TV Media Content without the prior written consent of TV Media.
- You may not use, copy, modify or distribute the TV Listings API, TV Media Content or TV Media Services for any purpose other than as expressly permitted herein and you may not use the TV Media Services (and any TV Media Content) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these API Terms.
- You may not use the TV Listings API to: (i) engage in a business activity that directly conflicts with, or places you in a conflicting position to that of TV Media or with the TV Media Services, or that may reasonably be deemed to be intended to divert and/or drive audience traffic away from TV Media's Services, or (ii) except as expressly authorized and provided herein, develop (or instruct any third party to develop) a service that may reasonably be deemed to be directly competitive with the TV Media Services, unless you have been specifically permitted to do so in a separate written agreement with TV Media prior to the undertaking of the development and launch of such service.
- You may not use the TV Listings API to: (i) impersonate others or to mislead, confuse or deceive others, (ii) to promote obsecend and/or pornographic materials, (iii) to promote violence, hate, discrimination or any illegal activities, (iv) to be libelous, defamatory (or false light), or misrepresentative of others, (v) to offer or disseminate any fradulent, illicit or misleading goods or services, (vi) to be used in a manner that reflects unfavorably on TV Media, its products, services or users (vii) to violate the privacy, publicity, moral or any other properietary right of others, or (viii) to be harmful to TV Media or any third party’s systems and networks.
- A separate agreement must be reached with TV Media in order to use TV Listings API for (i) Multichannel video programming distributors (e.g. cable, IPTV, satellite) using TV Media Content for distribution to set-top boxes and (ii) application vendors distributing content to set-top boxes in Multi-Dwelling Units (e.g. hotel, hospitals, campuses, apartments).
Unless your plan does not require any attribution, any and all use of the TV Media Services (and any TV Media Content) by you shall include the conspicuous display of the applicable TV Media Logo and hyperlink(s) to the TV Media website (or other site as TV Media may specify), subject to the following conditions and limitations:
- You may not use the TV Media Logo as part of your company's name or Service, or in any product, service or logo created by you. In addition, you may not use the TV Media Logo in a manner that creates a sense of endorsement, sponsorship, or false association with TV Media.
- You may not remove, alter or obscure any copyright or other proprietary notice (or any source identifier) that is provided with any TV Media Services or included in any TV Media Content.
Further, you agree that TV Media may identify your company as an API partner and use your company's name and logo in its marketing materials and website relating to TV Media's Services. You grant TV Media a limited license to use your company's trademarks designated by you for such uses, subject to any applicable trademark usage guidelines you provide to TV Media.
You do hereby acknowledge that TV Media reserves the right to update and/or revise the TV Listings API at its discretion and at any time, with or without notice and that any such updates and/or revisions may adversely affect the manner in which your Service accesses or communicates with the TV Listings API. You hereby agree that you shall be responsible at your own expense for making any changes to your Service that are required as a result of TV Media's updates and revisions to the TV Listings API. TV Media will attempt to provide thirty (30) days' advance notice of any revisions to the TV Listings API that are not backward compatible or remove significant functionality by posting such notice on the Developer Site, unless circumstances require TV Media to make an immediate change, in which case TV Media will attempt to provide you with as much advance notice as possible. Further, you hereby agree to release TV Media from any and all claims related to its updates to and/or revisions of the TV Listings API that affect your Services, regardless of the nature, urgency, or other circumstances surrounding the implementation and carrying out of such updates and revisions.
TV Media shall use commercially reasonable efforts to assist you with technical questions and issues relating to the implementation and use of the TV Media Services, as you may reasonably request from time to time, provided that you contact the TV Media designated contact for support questions related to the TV Media Services. You shall be responsible for providing all support and/or technical assistance to your end users regarding the use of your Service (including any issues related to the TV Media Services or any TV Media Content). TV Media is not obligated to provide any support and/or technical assistance directly to your users unless specific support obligations are defined in the selected API plan.
The free version of the TV Listings API is intended for personal or not-for-profit use. You may not use the free version of the TV Listings API in a commercial or business application without TV Media's explicit permission. Absent such permission, commercial use of the TV Listings API by you shall incur and be subject to payment of a Fee (or Fees) to TV Media , which Fees are described in detail on the Developer Site and vary depending on your choice of API Plan. These Fees are subject to change at any time without notice. You do hereby agree that. by selecting an API plan, you shall pay the applicable Fees for the access and use of the TV Listings API, and any related TV Media Services and TV Media Content. You will not be charged any fees during your trial period (but you will have to provide us with your payment information). You do hereby agree that after the trial period, we shall charge your account the monthly fee for the plan you have selected (unless you cancel before the trial period ends) and shall charge your account on a monthly basis thereafter until you cancel.
All plans include a limited number of calls to the TV Listings API. You do hereby agree that exceeding the pre-purchased number of calls shall incur additional charges to be applied to your next month's invoice as per the API plan you have selected, which charges you do hereby agree to pay.
All currency references are in U.S. dollars.
CANCELLATION AND REFUNDS
You may cancel your use of the TV Listings API at any time by ceasing your access to the TV Listings API and/or your use of the TV Media Services or TV Media Content. You must cancel your plan before it renews each month to avoid the billing of the next month's fees to your account. You do hereby agree that you shall not receive a refund for any partial month cancellation.
TV Media may suspend your access to the TV Listings API and/or use of the TV Media Services (or if necessary, terminate your licenses) if you breach these API Terms. TV Media may also terminate any licenses hereunder for any reason with thirty (30) days notice (including by email) to you. You do hereby agree that TV Media shall not be liable for any costs, expenses, or damages as a result of its termination of your licenses in accordance with these Terms and further agree to release TV Media from any and all claims arising from any such termination thereof.
TV Media reserves the right to suspend your account if your automatic payment fails. TV Media will make one (2) attempts to contact you via e-mail in the event of failed payment. Failure to provided updated payment information will result in termination of your account within seven (7) days.
RESULT OF CANCELLATION OR TERMINATION
Upon cancellation or termination, all rights and licenses granted to you will terminate and you shall (a) promptly cease accessing and using the TV Listings API and the TV Media Services with your Service; (b) remove all TV Media Content and all copies and portions thereof, in all forms and types of media from your Service; (c) purge all archived TV Media Content from your Service within fifteen (15) days; and (d) return or destroy any Confidential Information of TV Media.
You acknowledge that TV Media owns all worldwide right, title and interest in and to the TV Listings API, TV Media Services and TV Media Logo, including all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. All use of the TV Media Logo, and all goodwill arising out of such use, inures to TV Media's benefit. Any and all rights not specifically granted herein to you are reserved by TV Media. TV Media Content may include or link to third party content. Copyright of third party content remains with copyright holder. No modifications of third party content may be made. Third party content may only be used to promote TV Media Content. You may provide TV Media with comments, suggestions, or feedback regarding the TV Listings API and/or the TV Media Services ("Feedback"), and do hereby agree that TV Media will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without any obligation to you, your agents, employees, contractors, subsidiaries, parent or assigns. Alternatively, to the extent permitted by law, you do hereby agree to assign to TV Media in perpetuity throughout the Universe in any and all media any and all intellectual property rights you may posses in the Feedback. Certain TV Listings API functions allow you to provide customer inputs to the TV Listings API and/or the TV Media Services ("User Input"), provided that you agree that TV Media will be free to aggregate, use, reproduce, license or otherwise distribute and exploit User Input as it sees fit, entirely without any obligation to you, your agents, employees, contractors, subsidiaries, parent or assigns. TV Media shall not divulge any personal information with regards to the User Input unless otherwise required by law.
You may be given access to certain non-public information, software and/or specifications relating to the TV Listings API or the TV Media Services ("Confidential Information"), which is confidential and proprietary to TV Media. You may use this Confidential Information only as necessary in exercising your rights granted in these API Terms. You may not disclose any of this Confidential Information to any third party without TV Media's prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information and in any event with no less than a reasonable degree of care.
You assume all responsibility and risk of use of the TV Listings API, TV Media Services, TV Media Content, and TV Media Logo. The TV Listings API, TV Media Services, TV Media Content, and TV Media Logo are provided "AS IS" on an "AS AVAILABLE" basis without warranty or condition of any kind. TV MEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TV Media is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the TV Media Content. Any use or reliance on any TV Media Content or any other content, materials or information contained or linked in through the TV Listings API or TV Media Services is at your own risk.
You represent and warrant that you have the necessary power and authority to enter into this Agreement (if you are agreeing to these API Terms on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these API Terms) and that you will comply with the terms and conditions of these API Terms and all provisions herein. You shall indemnify, defend and hold TV Media harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys' fees) brought by a third party arising out of or in connection with: (i) your use of the TV Listings API, TV Media Services, TV Media Content, or TV Media Logo; and/or (ii) your Service (including any content therein).
LIMITATION OF LIABILITY
In no event shall TV Media be liable for any special, incidental, exemplary, punitive or consequential damages (including loss of use, data, business or profits) arising out of or in connection with these API Terms, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not it has been advised of the possibility of such loss or damage. The foregoing limitations will survive and apply even if any limited remedy specified in these API Terms is found to have failed of its essential purpose.
TV Media may modify any of these API Terms, at any time and in its sole discretion, by posting notice on the Developer Site or by otherwise notifying you. If any change is unacceptable to you, your sole recourse shall be to terminate your license. Your continued access and/or use of the TV Listings API and/or your continued access and/or use of the TV Media Services (and any TV Media Content) following such notice will constitute your acceptance of the change.
These API Terms constitute the entire agreement between you and TV Media with respect to the subject matter hereof and supersedes and merges any prior proposals, understandings and contemporaneous communications. Any modification to these API Terms by you must be in a writing signed by TV Media. You may not assign any of the rights or obligations granted hereunder, except with the express written consent of TV Media, and any attempted assignment in violation of this paragraph is void. These API Terms do not create or imply any partnership, agency or joint venture. These API Terms will be governed by and construed in accordance with the laws of the Province of Ontario, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to these API Terms will be brought exclusively in the federal or state courts of Ottawa, Ontario, Canada, and you consent to personal jurisdiction in those courts. If any part of these API Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these API Terms will remain in full force and effect.
In order for TV Media to properly fulfill its obligation to our customers, it is necessary for us to supplement the information we receive with information from 3rd party sources. This information is not shared with any additional outside parties.
TV Media collects information from its users at several different points on its web site. TV Media will not contact you or your customers with third party advertising or promotion without your explicit permission. We strongly value this relationship and do not want to compromise this in any way. TV Media will not sell, share, or rent this information to others in ways different from what is disclosed in this statement or the Terms of Service, but reserves the right to retain any such data and repurpose it for internal use.
You agree TV Media at its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Site (or any part thereof), immediately and without notice, and remove and discard any Content within the Site, for any reason, including, without limitation, if TV Media believes that you have acted inconsistently with these Terms. Further, you do hereby agree that TV Media shall not be liable to any third-party for any termination of such access to the Site. Further, you do hereby agree that you shall not attempt to use the Site or the Service after said termination.
You further acknowledge that TV Media may, in its sole discretion, preserve or disclose your Content, as well as your information, such as e-mail addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce these Terms, respond to claims that any Content violates the right of third-parties; or to protect the rights, property, or personal safety of TV Media, its users or the general public.
You understand that the technical processing and transmission of the Service, including your Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.