Open Video Ads Developer Site Terms and Conditions

This is the Open Video Ads Developer Site Terms & Conditions

Your Acceptance

1. By registering for or accessing the restricted sections of this website (the "Site") you signify your agreement to these terms and conditions (the "Terms"). These Terms form a legally binding contract between you and LongTail AdSolutions, Inc ("LongTail") in relation to your use of the Site. If you do not agree to any of these terms, please do not use the Site.
2. You accept that the source code distributed on this Site (the "Source Code") is made available to you subject to the Terms.
3. If you are agreeing to be bound by the 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 Terms. If you do not have the requisite authority, you may not accept the Terms, use the Site, or use the Source Code on behalf of your employer or other entity.
4. LongTail may, in its sole discretion, modify or revise these Terms and policies at any time, and you agree to be bound by such modifications or revisions.

Use of the Site

LongTail hereby grants you permission to access and use the Site as set forth in these Terms.

1. In your use of the Site, you will comply with all applicable laws.
2. LongTail reserves the right to discontinue any aspect of the Site at any time.

Use of the Source Code

1. Subject to the Terms, LongTail grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the Source Code.
2. You agree to use the Source Code strictly for development purposes. Any attempt to copy, distribute, relicense, sell, lease, transfer, encumber, assign or make available for public use the Source Code will automatically terminate your rights under this License.
3. Use, reproduction and distribution of components of the Source Code which are licensed under an open source software license are governed solely by the terms of that open source software license and not these Terms.

Intellectual Property and Copyright =

1. You agree that LongTail owns all legal right, title and interest in and to the Source Code, including any Intellectual Property Rights that subsist in the Source Code. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. LongTail reserves all rights not expressly granted to you.
2. Nothing in these Terms gives you a right to use any of LongTail's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
3. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Source Code.

Termination

1. This agreement will continue to apply until terminated by either you or LongTail as set out below.
2. If you want to terminate this agreement, you may do so by ceasing your use of the Source Code and any relevant developer credentials.
3. LongTail may at any time, terminate this agreement with you if:
   1. you have breached any of these Terms; or
   2. LongTail is required to do so by law; or
   3. LongTail has a reasonable basis to believe that you are impairing LongTail's business or not abiding by the spirit of this License

DISCLAIMER OF WARRANTIES

1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOURCE CODE IS AT YOUR SOLE RISK AND THAT THE SOURCE CODE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM LONGTAIL.
2. YOUR USE OF THE SOURCE CODE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOURCE CODE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
3. LONGTAIL FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT LONGTAIL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT LONGTAIL OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

1. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless LongTail, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the Source Code, (b) any application you develop with the Source Code that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with these Terms.

General Legal Terms

1. These Terms constitute the whole legal agreement between you and LongTail and govern your use of the Site and Source Code (excluding any services which LongTail may provide to you under a separate written agreement), and completely replace any prior agreements between you and LongTail in relation to the Site and Source Code.
2. You agree that if LongTail does not exercise or enforce any legal right or remedy which is contained in these Terms (or which LongTail has the benefit of under any applicable law), this will not be taken to be a formal waiver of LongTail's rights and that those rights or remedies will still be available to LongTail.
3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of the Terms. The remaining provisions will continue to be valid and enforceable.
4. The rights granted in this agreement may not be assigned or transferred by either you or LongTail without the prior written approval of the other party. Neither you nor LongTail shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.
5. This License shall be governed by the laws of the State of New York. Any disputes arising under this License shall be heard in New York County, New York.

Dated: August 6, 2010