API Terms of Use

Last updated: October 2007

Joost Operations S.A. (referred to here as "Joost") makes available its application programming interface ("Joost API") subject to this Terms of Use agreement (the "API Terms"). Joost may update, amend or modify these API Terms from time to time. By accessing and continuing to use the Joost API, You signify Your binding acceptance of these API Terms (as updated on the Joost Website from time to time), and You represent that You are of legal age to form a binding contract. If You disagree with any of these API Terms, Joost does not grant You a license to use the Joost API.

These API Terms are in addition to and supplement the Joost Terms of Service ("Terms of Service"), as published on the Joost Website. The terms and conditions of the Terms of Service shall fully apply to these API Terms, save for the exceptions that are explicitly stated in these API Terms. You should monitor the Joost Website to ensure (i) You are only using the latest stable version of the Joost API in any applications you distribute; and (ii) You are aware of any changes in the API Terms, the Terms of Service, or any other applicable legal documents. In the event You cannot agree to any changes in any applicable legal document, You will immediately cease any and all use of the Joost API and, where applicable, any and all use of the Joost Software.

Licensed Uses and Restrictions

As an exception to the Terms of Service, and subject to Your compliance with the API Terms and all other terms of the Terms of Service, Joost grants to You a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable right to use the Joost API for the sole purpose of developing software applications that can interface and communicate with the Joost Software, which applications shall only operate within and not outside of the Joost Software. Through Your use of the Joost API, You agree that You will not, directly or indirectly, violate any applicable laws, the rights of others, or the operational and security mechanisms of the Service. Examples of such prohibited behavior include, but are not limited to, directly or indirectly:

• Using the Joost API for any application that promotes, conducts, or contributes to fraudulent, obscene, pornographic and/or illegal activities, including deceptive impersonation or activities involving the exploitation of children.
• Using the Joost API for any application to violate anyone's privacy rights (e.g. distributing unwanted commercial solicitations, such as, but not limited, to spyware and adware), to infringe on intellectual property rights (including copyrights and trademark rights), to harass or defame others, or to promote hatred towards any group of people.
• Using the Joost API in a manner that disrupts, circumvents, or interferes with any part of the Joost Software and/or the Service; or forges or modifies any data processed or distributed by the Joost Software and/or the Service, such as, but not limited to spyware, adware or stealware.
• Using the Joost API for any application that causes increased demand on the servers operating the Joost Software and/or the Service (i.e., more than a single person could produce by normal use of the Joost Software without Your application or Your use of the Joost API).
• Altering, modifying, deleting, or otherwise interfering with or in any manner compromising any content, programming, advertising, services and/or features contained on or through the Joost Software and/or the Service, including, without limitation, the Joost Software’s and/or the Service’s advertising and/or content delivery and display functionality, in each case, except as expressly permitted by the Joost Software.
• Using the Joost API for any application that replicates or attempts to replace the essential user experience of the Joost Software and/or the Service.
• Using the Joost API for any application that adversely impacts the behavior of other applications using the Joost API.
• Using the Joost API for any application that constitutes, promotes or is used in connection with or installs spyware, adware, or other malicious programs or code.
• Using the Joost API for any application that constitutes, promotes or is used in connection with or installs any type of bot, virus, worm, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to monitor, distort, delete, damage or disassemble the Joost Software (or its ability to communicate and function with other computers running the Joost Software), or any user’s computer.
• Using the Joost API for any application to act as a generic image hosting service for banner advertisements, graphics, etc.
• Selling, leasing, or sublicensing the Joost API or access thereto.
• Attempting to redistribute information about a user of the Joost Software and/or the Service without express permission of the user.
• Sending messages to or communicating with (or attempting to do the foregoing) other users of Joost Software unless specifically directed to do so by the user.
• Attempting to modify the Joost Software user interface in any way.
• Attempting to modify other software, the operating systems or configuration settings of the user or others directly or through manipulating the Joost Software without the express and informed permission of the user.
• Attempting to modify other software, the operating systems or configuration settings of other services directly or through manipulating the Joost Software without a party’s express and informed permission.

Further, You agree that:

• You will comply with the requirements and specifications related to application design and the use and presentation of the User Interface stated in "Attribution" below.
• You will not distribute any application online through website(s) that is/are in any way similar to the Joost Website or use the Joost trademarks or words describing Joost’s products or services as the registered URL for Your website(s), save as expressly approved in writing by Joost.
• You will not interfere with the standard Joost widget uninstall mechanisms or procedures.
• You will not knowingly harm, misuse or bring into disrepute the Joost Software, the Joost API or Joost brands, logos or names, but, on the contrary, will maintain the value and reputation thereof to the best of Your abilities.
• You will not use the Joost API in any application that is actually or potentially fraudulent or inappropriate or contrary to Joost policy.
• You will not collect, use, store or disclose any user's personal information or data in any manner that violates applicable laws, rules or regulations, and you will not collect any user's personal information or data in any misleading, unauthorized or unfair way.
• You will adopt and publish a privacy policy that is easily accessible to users, that complies with all applicable laws, rules and regulations, and that clearly and concisely discloses how You collect, use, store, and disclose data collected from users. You will only collect the personal information or other data or information of a user which is necessary for the function of Your application and only as expressly described in Your privacy policy.
• You will never collect the Joost password used by users to log-in to their Joost account (the "Joost Password"). If users need a separate password to use Your application, You will either (i) automatically generate a unique password and communicate it to the user, or (ii) actively encourage users to use a password different from the Joost Password.

Termination

Your license to the Joost API under these API Terms continues until it is terminated by either party. You may terminate the license by discontinuing use of the Joost API. Joost may terminate the license at any time for any reason. Joost may also disable or remove from the Joost Software any application developed by you under the Joost API at any time for any reason. Without limiting the foregoing, Your rights to use the Joost API terminate automatically if (i) You violate the letter or spirit of any of these API Terms, (ii) Joost publicly posts a written notice of termination on its website, (iii) Joost sends a written notice of termination to You, or (iv) Joost disables Your access to the Joost API or disables or removes from the Joost Software any application developed by you under the Joost API.

User Ratings and Comments

Joost may provide a user rating system or evaluation method for registered users to post positive or negative comments and ratings about the applications developed by You using the Joost API. This system will allow users to view any comments about a particular application or application developer which have been posted by other users who have downloaded and installed their applications. Users may choose to make decisions on whether to download and install applications developed by You based on other users’ ratings and comments. Please note that Joost does not intend to censor nor check for accuracy the opinions or comments of its registered users as posted on other users’ rating histories, nor is Joost legally responsible for the nature of the opinions or comments posted (whether they are libelous, defamatory or otherwise). You will not hold Joost responsible for any user’s actions or inactions, including things they post.

Attribution

You may only use the following references to Joost, the Joost API and the Joost Software in connection with Your application:

• "works with Joost™"
• "uses Joost™"
• "for Joost™"

You acknowledge that Your application must prominently display the following statement in the help text or about text, in the acknowledgements in the documentation associated with Your application and the packaging and other promotional material:

• "This product uses the Joost API but is not endorsed, certified or otherwise approved in any way by Joost."

Except as provided above, You may not use any Joost logos, trademarks, service marks, or other proprietary information without the prior express written consent of Joost. Unauthorized references or use of such items shall be considered a material breach of the API Terms as well as the Terms of Service and any other agreement You may have entered into with Joost and shall result in immediate termination thereof. Such termination shall be without limitation to Joost’s right to claim damages, seek injunctive or other equitable relief and obtain other remedies from You.

Ownership and Relationship of Parties

The Joost API is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Joost's rights apply to the Joost API and all output and executables of the Joost API, excluding any software components developed by You which do not themselves incorporate the Joost API or any output or executables of the Joost API. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms. Joost owns all rights, title, and interest in and to the Joost API. These terms grant You no right, title, or interest in any intellectual property owned or licensed by Joost, including (but not limited to) the Joost API and Joost trademarks.

You acknowledge and agree that Joost and other Joost API users may independently develop other applications through their use of the Joost API or otherwise which are identical or similar to Your application in function, code or other characteristics. You agree that You will have no ownership or intellectual property rights in such applications. You further acknowledge and agree that any application developed by Joost and using the Joost API which may be identical or similar to Your application in function, code or other characteristics will not be deemed to violate in any manner any of your rights in Your application, and that any such characteristics are coincidental in nature. In this regard, you expressly grant to Joost a limited, non-exclusive license in and to any proprietary rights you may hold in any application developed by You using the Joost API for purposes of developing, using and exploiting any application developed by Joost using the Joost API. By submitting or otherwise making available an application that uses the Joost API, you acknowledge and agree that Your application and/or its functionality is not exclusive to Joost, the Joost Software and/or to third parties, and may be replicated, imitated or otherwise duplicative with other applications or functionality developed by Joost or third parties.

License to Joost

You hereby grant Joost a limited, non-exclusive license to perform, display and make available any application developed by You using the Joost API on the Joost Website and through the Joost Software.

Indemnity

You agree to indemnify, hold harmless and defend Joost and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at Your expense, against any and all damages, claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by Joost arising out of or relating to Your (a) violation or breach of any term of these API Terms, the Terms of Service, or any applicable law, regulation, policy or guideline, whether or not referenced herein, (b) use or misuse of the Joost API, or (c) violation of any rights of any third party.

Disclaimer of Warranties

THE JOOST API IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY JOOST, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE JOOST API, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. JOOST FURTHER DOES NOT REPRESENT OR WARRANT THAT THE JOOST API WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES JOOST WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF TRANSMISSIONS OF DATA MADE THROUGH THE JOOST API.

YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE JOOST API REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

As some jurisdictions do not allow some of the exclusions set forth in this section, some of these exclusions may not apply to You.

Limitation of Liability

IN NO EVENT SHALL JOOST, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR BUNDLED SOFTWARE PROVIDERS BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE JOOST API, INCLUDING ANY DAMAGES RESULTING THEREFROM, EVEN IF JOOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE JOOST API IS TO UNINSTALL AND CEASE USE OF THE JOOST API AND JOOST SOFTWARE.

As some jurisdictions do not allow some of the exclusions set forth in this section, some of these exclusions may not apply to You.

General Provisions

Reservation of Rights; Modification. Joost reserves all rights not expressly granted in these API Terms. Joost may modify these API Terms at any time by providing such revised API Terms to You or posting the revised API Terms on the Joost Website. Your continued use of the Joost API shall constitute Your acceptance to be bound by the terms and conditions of such revised terms.

Severability. Should any term or provision of these API Terms be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of these API Terms shall remain in full force and effect.

Governing Law; Jurisdiction; Waiver of Claims. These API Terms shall be governed by and construed in accordance with the laws of Luxembourg, without regard to conflict of law rules thereof. The parties hereto expressly understand and agree that any action brought by You against Joost arising out of these API Terms shall be brought exclusively in the courts located in Luxembourg, and any action brought by Joost against You arising out of these API Terms shall, at the election of Joost, be brought in either the courts located in Luxembourg, or the applicable courts of the jurisdiction in which You reside. The parties hereby consent to, and irrevocably submit themselves to, the exclusive personal jurisdiction and venue of such courts as set forth in this section. You further agree not to bring claims on a representative, class member basis, or as a private attorney general, and agree not to assert any claims against Joost unless such claims are asserted by You in the forum required by these API Terms no later than one year following the date that Your claim or cause of action arose.

Definitions. Capitalized terms used but not defined herein shall have the meaning ascribed below:

• The "Service" includes (a) the Joost Website, (b) the services provided on or through the Joost Website and/or on or through the Joost Software, and (c) all data, text, images, sounds, video, content, programming and software made available on or through the Joost Website or Joost Software. Any new features added to or augmenting the Service are also subject to these API Terms.
• "You" means you, the user of the Joost API, also used in the form "your" where applicable.
• "Joost Website" means any and all elements, contents and the 'look and feel' of the website available under the URL www.joost.com, among other URLs, from which website the Joost Software can be downloaded, or such other URLs whereby Joost makes available the Joost API.
• "Joost Software" means the software distributed by Joost that provides for, among other matters, the digital distribution of video and other content, and all future programming fixes, updates and upgrades thereof. The term "Joost Software" will also include any online or enclosed documentation, and data distributed to your computer for processing relating to such software.

Release and Waiver

To the maximum extent permitted by applicable law, effective upon your consent hereto, and reaffirmed upon every occasion you use the Joost API or distribute software that uses the Joost API, You release, and waive all claims against Joost, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to Your use of the Joost API. You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and You accept and assume the risk of such possible differences in fact. In addition, You expressly waive and relinquish any and all rights and benefits which You may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

Express Agreement

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE API TERMS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY ACCESSING AND CONTINUING TO USE THE JOOST API, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO JOOST THE RIGHTS SET FORTH HEREIN.