Mediavine Video Player Terms of Service

As a Mediavine, Inc. (“Mediavine” or “we” or “us”) Publisher, you have access to the Mediavine Video Player located in your Dashboard. By using the Mediavine Video Player, you agree to the following terms and conditions (the “Video Player Terms of Service”). If you do not agree to these terms, please do not use the Video Player.

From time to time we may update the Video Player Terms of Service. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you in an email notification to the email address we have on file for you. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Video Player or changes made for legal reasons will be effective immediately. Your continued use of the Video Player after the date of any such changes become effective constitutes your acceptance of the new Video Player Terms of Service.

All capitalized terms in the Video Player Terms of Service have the same definitions as in the Publisher Agreement, unless otherwise indicated. The terms of the Publisher Agreement continue to apply. In the event of a conflict between the Video Player Terms of Service and the Publisher Agreement, the Publisher Agreement will govern.

The Video Player is a service provided to Publishers to assist in monetizing videos on the Property. The Video Player permits a Publisher to create an embeddable code that will display a video on the Property.

Mediavine reserves the right to modify or discontinue, temporarily or permanently, the Video Player (or any part thereof) with or without notice. You agree that Mediavine will not be liable to you or to any third party for any modification, suspension or discontinuance of the Video Player.

Conditions of Use of the Video Player

License for Use: The Video Player is solely for your personal and non-commercial use. Mediavine grants you a limited, non-exclusive, non-transferable, license to upload your video content and create an embeddable link to use on the Property. Except for the foregoing limited license, no right, title or interest shall be transferred to you.

Publisher Conduct: You are solely responsible for all content that you upload through the Video Player (the “Video Content”). The following are examples of the kind of content and/or use that is illegal or prohibited by Mediavine. Mediavine reserves the right to investigate and take appropriate legal action against anyone who, in Mediavine’s sole discretion, violates this provision, including without limitation, removing the offending Video Content from the Video Player, suspending or terminating the Publisher account and reporting you to the law enforcement authorities. You agree to not use the Video Player to:

1. email or otherwise upload any Video Content that:

(i) infringes any intellectual property or other proprietary rights of any party;

(ii) you do not have a right to upload under any law or under contractual or fiduciary relationships;

(iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(iv) poses or creates a privacy or security risk to any person;

(v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;

(vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or

(vii) in the sole judgment of Mediavine, is objectionable or which restricts or inhibits any other person from using or enjoying the Video Player, or which may expose Mediavine or its Publishers to any harm or liability of any type;

(b) interfere with or disrupt the Video Player or servers or networks connected to the Video Player, or disobey any requirements, procedures, policies or regulations of networks connected to the Video Player;

(d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(e) solicit personal information from anyone under the age of 18;

(f) harvest or collect email addresses or other contact information of viewers by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

(h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

(i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Video Player.

Intellectual Property Rights

Video Player: Mediavine owns all rights in the Video Player, any technology associated with the Video Player and Mediavine’s trademarks and any goodwill, derivative works, improvements and/or intellectual property associated with the Video Player. Publisher will not copy, modify, distribute, sell, or lease the Video Player or any part thereof or attempt to unlock or bypass any encryption or other protections used by Mediavine. Publisher acknowledges that the Video Player constitutes Mediavine trade secrets and confidential information. Publisher will not use any such information to duplicate the Video Player, to develop a similar Video Player, or to enable any third party to do any of the foregoing. Any violation of this provision shall be deemed to be an infringement of Mediavine’s intellectual property and may result in termination of your Publisher Account at Mediavine’s sole discretion and/or taking any legal action that Mediavine may deem necessary.

You must not use the Video Player in a way that causes, or may cause, damage to the Video Player or impair the availability of access to the Video Player. You must not decompile, reverse engineer, disassemble or otherwise reduce the Video Player, except to the extent that such activity is expressly permitted by applicable law. You must not use the Video Player to copy, store, host, transmit, send, use, publish or distribute any material that consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit and/or other harmful code or malicious software.

Any rights not expressly granted herein are reserved by Mediavine.

Trademarks: The Mediavine name and logos are trademarks and service marks of Mediavine (collectively the “Mediavine Trademarks”). Other product and service names and logos used and displayed via the Video Player may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Mediavine. Nothing in the Video Player Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Mediavine Trademarks displayed on the Video Player, without our prior written permission in each instance. All goodwill generated from the use of Mediavine Trademarks will inure to our exclusive benefit.

Video Content

No Liability: Under no circumstances will Mediavine be liable in any way for any Video Content, including, but not limited to, for any errors or omissions in any Video Content, or for any loss or damage of any kind incurred as a result of any such Video Content. You acknowledge that Mediavine does not pre-screen Video Content, but that Mediavine will have the right (but not the obligation) in its sole discretion to refuse or remove any Video Content that is available via the Video Player. Without limiting the foregoing, Mediavine will have the right to remove any Video Content that violates the Video Player Terms of Service or is deemed by Mediavine, in its sole discretion, to be otherwise objectionable.

Ownership of Video Content: You represent and warrant that you own all right, title and interest in and to the Video Content, including, without limitation, all copyrights and rights of publicity contained therein. Mediavine does not permit copyright infringing activities and infringement of intellectual property rights through the Video Player.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Video Player (“Submissions”), provided by you to Mediavine, its affiliated companies or partners are non-confidential and Mediavine, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Mediavine may preserve Video Content and may also disclose Video Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce the Video Player Terms of Service; (c) respond to claims that any Video Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Mediavine, its Publishers and the public.

Indemnity and Release

To the extent permitted by applicable law, you agree to release, indemnify and hold Mediavine and its affiliates and their officers, employees, directors and agents harmless from any and all claims, obligations, losses, liabilities, damages, and expenses, including reasonable attorneys’ fees, rights, actions of any kind and injury (including death) arising out of or relating to (i) your use of the Video Player, (ii) your connection to the Video Player, (iii) your violation of the Video Player Terms of Service, (iv) your violation of any rights of another, including, without limitation, copyright, property or privacy right or (v) any claim that the Video Content caused damage to a third party. This defense and indemnification obligation will survive the Video Player Terms of Services and your use of the Video Player. Copyright policy found here.

Disclaimer of Warranties

You understand and agree that you are fully responsible for your use of the Video Player. Mediavine makes no representations, warranties or guarantees.

YOUR USE OF THE VIDEO PLAYER IS AT YOUR SOLE RISK. THE VIDEO PLAYER IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MEDIAVINE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

MEDIAVINE MAKES NO WARRANTY THAT (I) THE VIDEO PLAYER WILL MEET YOUR REQUIREMENTS, (II) THE VIDEO PLAYER WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VIDEO PLAYER WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, VIDEO PLAYERS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE VIDEO PLAYER WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MEDIAVINE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MEDIAVINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE VIDEO PLAYER; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE VIDEO PLAYER; OR (IV) ANY OTHER MATTER RELATING TO THE VIDEO PLAYER.

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 SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE VIDEO PLAYER OR WITH THE VIDEO PLAYER TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE VIDEO PLAYER.

YOU SPECIFICALLY ACKNOWLEDGE THAT MEDIAVINE ANY LIABILITY FOR VIDEO CONTENT SHALL REST ENTIRELY WITH THE PUBLISHER.

The Video Player is offered by Mediavine from its facilities in the United States of America. Mediavine makes no representations that the Video Player is appropriate or available for use in other locations. Those who access the Video Player from other jurisdictions are responsible for compliance with local law.

Governing Law: This Agreement will be governed by the laws of the State of Delaware, without reference to its conflict of law principles and jurisdiction of any and all such disputes will lie in the state and federal courts sitting in New Castle, Delaware. Publisher consents to personal jurisdiction in the state and federal courts located therein and hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.

Termination

You agree that Mediavine, in its sole discretion, may suspend or terminate your use of the Video Player and remove and discard any content within the Video Player, for any reason, including, without limitation, if Mediavine believes that you have violated or acted inconsistently with the letter or spirit of the Video Player Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Video Player, may be referred to appropriate law enforcement authorities. Mediavine may also in its sole discretion and at any time, discontinue providing the Video Player, or any part thereof, with or without notice. You agree that any termination of your access to the Video Player under any provision of the Video Player Terms of Service may be effected without prior notice, and acknowledge and agree that Mediavine may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Video Player. Further, you agree that Mediavine will not be liable to you or any third party for any termination of your access to the Video Player.

General

The Video Player Terms of Service constitute the entire agreement between you and Mediavine related to your use of the Video Player and govern your use of the Video Player, superseding any prior agreements between you and Mediavine with respect to the Video Player. All other agreements, including, but not limited to, the Publisher Agreement, continue to apply. You also may be subject to additional terms and conditions that may apply when you use other Mediavine services. The failure of Mediavine to exercise or enforce any right or provision of the Video Player Terms of Service will not constitute a waiver of such right or provision. If any provision of the Video Player Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Video Player Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Video Player or the Video Player Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Video Player Terms of Service without the prior written consent of Mediavine, but Mediavine may assign or transfer this Video Player Terms of Service, in whole or in part, without restriction. The section titles in the Video Player Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Mediavine may also provide notices to you of changes to the Video Player Terms of Service or other matters by displaying notices or links to notices generally through your Dashboard.

Your Privacy

At Mediavine, we respect the privacy of our Publishers. For details please see our Privacy Policy. By using the Video Player, you consent to our collection and use of personal data as outlined therein.