WatchGameFilm API License Addendum

Last Updated: January 1, 2019

This WatchGameFilm API License Addendum (the "API Addendum") is a part of WatchGameFilm’s (WGF's) Terms of Service and applies to your use of the WGF API (defined below) and related tools and documentation.

1. Definitions. The following terms have the following meanings:

   1. "Access Keys": The key and secret required for Advanced Applications.

   2. "Access Token": A representation of an End User who has approved your Application.

   3. "Application": Any application that you develop using the WGF API to use, search, display, upload, and/or modify the WGF Content.

   4. "Advanced Application": An Application that can access private data on the WGF Website or modify the WGF Content.

   5. "Developer Tools": WGF’s software development kit, tools documentation, and other content available on the WGF website other than the WGF API and the WGF Player.

   6. "End User": A user of the WGF Website or an Application, as applicable.

   7. "End User Credentials": An End User’s log-in credentials, including email address and password.

   8. "WGF API": The WGF API (Application Programming Interface) is a REST-based interface that allows third parties to set and retrieve data on the WGF Website in a secure and standardized fashion. With proper End User authentication, WGF provides access to various features of the WGF API, including the ability to manage videos, contacts, groups, and channels. WGF provides two versions of the WGF API: (a) a simple API; and (b) an advanced API.

   9. "WGF Content": All content or data that is stored or transmitted by WGF or its End Users and metadata associated with such content, including End User Credentials.

   10. "WGF Marks": The WGF word mark and stylized logo, are trademarks of WatchGameFilm.

   11. "WGF Player": The video player provided by WGF.

   12. "WGF Website": The website located at watchgamefilm.com.

2. Limited License. Subject to your compliance with the terms hereof, WGF grants you a revocable, limited, worldwide, non-exclusive license to use the WGF API and the Developer Tools for the purpose of developing, publicly displaying, and distributing an Application. WGF may revoke this license at any time for any reason. WGF may also limit calls from your Application at any time for any reason. Upon revocation or termination of the license, you will immediately cease using the WGF API and Developer Tools.

3. Conditions Applicable to All Applications. All Application developers must comply with the following conditions:

   1. You will comply with all laws and regulations (including those applying to personally identifiable information), WGF's Terms of Service, and WGF's Privacy Policy.

   2. You will not mislead End Users.

   3. You will not display advertisements within the WGF Player (e.g., pre- or post-roll ads, flash overlay ads, etc.) without our prior written consent.

   4. You will not alter, remove, replace, or mask any aspect of the WGF Player (including the playbar, logo, and like, embed, and share features) without our prior written consent.

   5. You will not charge End Users a fee for using your Application without our prior written consent.

   6. You will not represent that we have approved your Application without our prior written consent, nor will you suggest that you or your Application is affiliated with us.

   7. You will only allow uploads from your Application to accounts that we approve. WGF may grant approvals to upload to (a) your account only; (b) certain types of accounts only; and (c) all accounts.

   8. You will comply with our API Best Practices in developing your Application.

   9. You will make it easy for End Users to disconnect from your Application.

   10. You will not reverse engineer or decompile the WGF API.

   11. You will not crawl or data mine WGF Content without our prior written consent.

   12. You will not introduce malware through the Application.

   13. You will not modify videos on the WGF Website (except that End Users may modify their own videos through your Application).

   14. You will only request, use, and retain WGF Content as necessary to operate, optimize, and modify your Application.

   15. You will not make API calls exceeding a reasonable amount per day.

   16. You will immediately forward to us any notices made pursuant to the Digital Millennium Copyright Act with respect to any WGF Content.

   17. You will provide and adhere to a published privacy policy for each of your Applications that clearly and accurately describes to End Users what user information you collect, store, and how you use, process, and share such information with us and any third parties in accordance with all applicable data and privacy laws.

   18. You will immediately notify us of any data breach or vulnerability resulting in the actual or potential unauthorized disclosure or End User information.

4. Conditions Applicable to Advanced Applications. Developers of Advanced Applications must comply with the following conditions (in addition to Section 3):

   1. You must obtain End Users' express consent before exposing your Application to them.

   2. You will only authenticate End Users using one of our provided authentication methods.

   3. You must apply for Access Keys in order to use an Advanced Application. You will keep Access Keys confidential and not disclose them to third parties including End Users. We may change Access Keys at any time.

   4. You will not seek or collect End User Credentials without our prior written consent. If we allow you to seek or collect End User Credentials, you will keep such End User Credentials confidential and immediately delete such End User Credentials after receiving an Access Token. Under no circumstances will you retain End User Credentials.

5. Intellectual Property.

   1. As between WGF and you, (a) WGF owns the Developer Tools, the WGF API, the WGF Content, the WGF Marks, the WGF Player, and the WGF Website; and (b) you own your Application. Except as expressly set forth herein, neither party transfers any right, title, or interest in or to its intellectual property. All rights not expressly granted by us are reserved. We may develop applications and services that are similar to your Application.

   2. Subject to your compliance with the terms hereof, we grant you a limited, non-exclusive, revocable license to use the WGF Marks for descriptive purposes in connection with your Application. You must comply with the WGF Brand Guidelines. You may not use the WGF Marks in the name or logo of your Application (i.e., you may not call your Application a "WGF application") without our prior written consent.

   3. You grant us a limited, non-exclusive license to use your name, logo, and trademarks for the purpose of listing or featuring your Application. You further grant us permission to link to your Application. The foregoing rights shall not be deemed obligations by WGF to promote your Application.

6. Term and Termination. This API Addendum shall constitute a single, integrated agreement between us that governs your use of the WGF API and Developer Tools (and any Application that uses them) and shall be separate from any other agreement you have with us with respect to any other products or services. This API Addendum will continue for as long as you use the WGF API or Developer Tools or operate an Application that uses them or until we terminate this API Addendum. We may terminate or suspend this API Addendum at any time for any reason with or without cause, and without notice to you. The following provisions will survive termination or expiration: Sections 1, 5.1, and 8.

7. Representations and Warranties. You represent and warrant that (a) you have the right and authority to enter into and perform your obligations herein; (b) you have the right to grant the permissions set forth herein; (c) you will not be breaching any agreement with a third party by entering into this API Addendum; and (d) your Application will not infringe any third party's intellectual property rights or violate any applicable law.

8. Indemnification. You will indemnify, defend, and hold harmless WGF and its subsidiaries, parents, affiliates, directors, officers, employees, and agents, from and against all third-party actions arising from: (a) your access to, and use of, the WGF API and Developers Tools; (b) your Application or any End User’s use of it; or (c) your breach of this API Addendum.