API Terms of Service
Thank you for using the Viki Application Programming Interfaces (the 'Viki API'). The Viki API allows developers to build applications that display data, content and information (the 'Viki Content') made available on the Viki Player (the 'Viki Player') for the web, the desktop, mobile devices or the TV. By using the Viki API, you represent that (1) you have read, understand and agree to be bound by this Terms of Service Agreement ("Terms" or "Agreement"), (2) you are of legal age to form a binding contract with Viki, and (3) you have the authority to enter into these Terms personally or on behalf of the company you have named as the developer, and to bind that company to these Terms. The term "you" refers to the individual or legal entity, as applicable, identified as the developer when you registered on our website. If you do not agree to be bound by these Terms, you may not access or use the Viki API.
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by posting a change notice on the Viki developer website (http://dev.viki.com) (the "Site"), emailing a change notice to the email address of your account or the account associated with your developer credentials, or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE VIKI API, CONTINUED POSSESSION OF A COPY OF NON-PUBLIC VIKI API DOCUMENTATION OR SPECIFICATIONS, OR CONTINUED DEVELOPMENT FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Any licenses contained in this Agreement will terminate automatically without notice if you fail to comply with any provision of this Agreement. You may terminate the license by discontinuing use of the Viki API. Viki reserves the right to terminate this Agreement or discontinue the Viki API or any portion or feature thereof for any or no reason and at any time without liability to you. Upon any termination or notice of any discontinuance, you shall immediately stop and thereafter desist from using the Viki API and delete all API Data in your possession or control (including, without limitation, from your servers). Viki may independently communicate with any account owner whose account(s) are associated with your API Client IDs and developer credentials to provide notice of both the termination of your right to use the Viki API and the display of any advertisements associated with your API Clients.
2. Commercial Use.
You agree not to use the Viki API for any of the following commercial uses unless you obtain Viki's prior written approval:
- (i) the sale of the Viki API, API Data, Viki Content or related services, or access to any of the foregoing;
- (ii) the sale of advertising, sponsorships, or promotions placed on or within the Viki Content or the Viki Player; or
- (iii) the sale of advertising, sponsorships, or promotions on any page of the API Client containing Viki Content, unless other content not obtained from Viki appears on the same page and is of sufficient value to be the basis for such sales.
The following commercial uses are permitted provided that you comply with all other terms and conditions of this Agreement:
- (i) the sale of an API Client;
- (ii) using the Viki API to show Viki Content on an ad-enabled API Client (such as an ad-enabled blog or website), subject to the advertising restrictions set forth in Section 2(a) above; or
- (iii) the sale or distribution of any device that contains or runs an API Client.
Your API Client will not, and you will not encourage or create functionality for your users or other third parties to:
- collect or modify any Viki user account information;
- interfere or attempt to interfere in any manner with the proper workings of the Viki API, or create or distribute any API Client that adversely affects the functionality or performance of Viki or services provided by Viki;
- circumvent or render ineffective any geographical restrictions, including IP address-based restrictions;
- sell, lease, lend, convey, redistribute, or sublicense to any third party all or any portion of the Viki API or API Data (except that you may distribute and display the Viki Content and accompanying metadata on the Viki Player to your users through your API Client in a manner that complies with this Agreement);
- modify or replace the text, images, or other content of the Viki search results, including (i) changing the order in which search results are presented as Viki search results, or (ii) intermixing sources other than Viki when search results are presented as Viki search results;
- modify, replace or otherwise disable the functioning of links to Viki or third-party websites provided in the Viki search results or otherwise provided through the Viki API or Viki Player;
- modify, replace, interfere with or block advertisements placed by Viki in the Viki Content, or the Viki Player;
- separate, isolate, or modify the audio or video components of any Viki Content made available through the Viki API;
- promote separately the audio or video components of any Viki Content made available through the Viki API;
- access any portion of any Viki Content by any means other than use of a Viki Player;
- store copies of Viki Content except as permitted in Section 5 below ;
- use the Viki API intentionally to encourage or promote copyright infringement or the exploitation of copyright-infringing materials;
- or misrepresent your identity when registering for use of the Viki API, use the developer credentials licensed to a different individual or entity, or mask your usage of the Viki API.
4. Viki Marks.
'Viki Marks' means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of Viki. Viki grants you a non-exclusive license to use the Viki Marks solely in connection with their display on or through the API Client as delivered by Viki. Your Application shall provide proper attribution to Viki as specified in the Viki Brand Guidelines set forth at <a href='http://dev.viki.com/branding'>http://dev.viki.com/branding</a>, which may be modified by Viki at any time. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices that appear on or in the Viki API, the Viki Content, the Viki Player, or the Service. Viki may terminate your license to use the Viki Marks at any time for any or no reason. Goodwill in Viki Marks will inure only to Viki's benefit and you obtain no rights with respect to any of them. You irrevocably assign and will assign to Viki any right, title and interest that you obtain in any of the Viki Marks. You shall not at any time challenge or assist others to challenge Viki Marks or their registration (except to the extent you cannot give up that right by law) or attempt to register any trademarks, marks or trade names confusingly similar to Viki's. This section survives any termination or expiration of this Agreement.
Your API Client may employ session-based caching of Viki Content in order to increase the speed of your application, but no Viki Content can be kept for more than twenty-four (24) hours without being refreshed. This limited permission to cache is for performance reasons only. You do not have any rights to the Viki Content beyond this limited use. For the avoidance of doubt, your API Client shall not be designed to cache Viki Content.
Each API Client must contain means for you to update the API Client to the most current version of the Viki API after any version of the API has been upgraded by Viki. For non-website implementations, you must have means of remotely updating each API Client that has already been distributed to an end user. Viki will announce if we intend to discontinue or make backwards incompatible changes to the Viki API or Service. We will use commercially reasonable efforts to continue to operate the Viki API without these changes for 2 months after the announcement, unless (as Viki determines in its reasonable good faith judgment), (a) required by law or third party relationship (including if there is a change in applicable law or relationship), or (b) doing so could create a security risk or substantial economic or material technical burden. The foregoing upgrade policy does not apply to versions, features, and functionality labeled as 'experimental.'
7. Usage and Quotas.
Viki may, in its sole discretion, set a quota of operations on your Viki API usage. You shall not attempt to circumvent automated use-quota restrictions.
8. Compliance with Laws.
You are responsible for complying with all applicable laws, rules and regulations, all third-party rights and all Viki policies. You shall not use the Viki API in a manner that violates such laws, rules and regulations, third parties' rights or any Viki policies or in a manner that is deceptive, unethical, false or misleading. For avoidance of doubt, you shall not distribute or provide access to applications you develop in contravention of U.S. export control or trade laws.
9. No Implied Rights.
Except as expressly granted herein, neither party through this Agreement grants the other party any intellectual property rights or other propriety rights. As between you and Viki, Viki, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Viki API and its documentation and specifications, all Viki websites and all Viki services and any derivative works in connection therewith. For the avoidance of doubt, you retain all rights in and to your API Client, excluding foregoing Viki materials and intellectual property. All license rights granted herein are not sublicensable, transferable or assignable, unless otherwise stated herein.
This Agreement is a non-exclusive agreement. You acknowledge that Viki may be developing and may develop products or services that may compete with this Viki API, API Clients or any other products or services.
You agree that Viki may use your company, organization, or product name and/or logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, research and marketing case studies and other marketing-related activities. You may not issue any public announcement regarding your use of the Viki API which suggests partnership with Viki without Viki's prior review and written approval, at Viki's sole discretion.
You shall not disclose your developer credentials or your API Client IDs to any third party except your agent(s) using such information solely on your behalf in accordance with this Agreement and under a written duty of confidentiality. You shall not disclose Viki Confidential Information to any third party without Viki's prior written consent. 'Viki Confidential Information' means all non-public Viki software, technology, programming, and specifications relating to the Viki API, and any other information designated in writing by Viki as 'Confidential' or an equivalent designation. Viki Confidential Information does not include information that has become publicly known through no breach by you or Viki, or information that has been (a) independently developed without access to Viki Confidential Information as evidenced in writing; (b) rightfully received by you from a third party who has the lawful right to disclose such information; or (c) required to be disclosed by law or by a governmental authority.
You shall indemnify, defend and hold Viki, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are 'Claims') by a third party arising out of your use of the Viki API in any manner that breaches this Agreement or otherwise arising out of materials or technology contributed by you and not by Viki. At Viki's option, you shall assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Viki may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without Viki's prior written consent).
14. Disclaimer and Limitation of Liability.
VIKI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. VIKI SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE FOREGOING IS NOT ENFORCEABLE, VIKI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIVE HUNDRED DOLLARS ($500.00).
You hereby release and covenant not to sue Viki and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the Viki API, the Viki Content, the Viki Player or the Service; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the Viki API, the Viki Content, the Viki Player or the Service. If you are a California resident, you waive California Civil Code 1542 which says: 'A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.'
In the event of termination of this Agreement for any reason, Sections 8, 12, 13, 14, 15, 17 and 18 will survive.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Viki through its suggestion, feedback, wiki, forum or similar pages ('Feedback') is at your own risk and that Viki has no obligations (including without limitation obligations of confidentiality ) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit such Feedback. You hereby grant to Viki a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, and all Feedback, and to sublicense the foregoing rights.
The Agreement is governed by California law, except for California's conflicts of laws principles, and all claims arising out of or relating to this Agreement or the Viki services and programs shall be litigated exclusively in the federal or state courts of Santa Clara County, California, USA, and you and Viki consent to personal jurisdiction in those courts. Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. You may grant approvals, permissions and consents to Viki by email, but any modifications by you to this Agreement shall be made in a writing (not including email) executed by both parties. Any notices to Viki shall be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You shall not assign or otherwise transfer any of your rights or delegate your obligations hereunder and any such attempt is null and void. You and Viki are not legal partners or agents, but are independent contractors.