Updated February 7, 2014
These terms (“RT Data Feed Terms”) govern your access to and use of the APIs, XML data feed and the accompanying documentation, code, reviews, content, information, ratings, trademarks, copyrights and related materials (“RT Content”) made available to you on RottenTomatoes.com (“RT.com”) (collectively, the “RT Data Feed”), which may be used by you (“You” or “Licensee”) in connection with the applications and services you provide to the public (your “Service”). RT.com and the RT Data Feed are operated by Flixster, Inc. (“RT”). RT is willing to grant this license to you, subject to and in accordance with these RT Data Feed Terms. By accessing and using the RT Data Feed, you are agreeing to abide and be bound by these RT Data Feed Terms. The “RT Data Feed” includes Rotten Tomatoes metadata, graphic assets, movie ratings and reviews. RT.com is operated by RT, and access and use thereof by end users and by you is governed by the Flixster Terms of Service.
If you are agreeing to these RT Data Feed 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 RT Data Feed Terms. If you do not have the requisite authority, you may not accept these RT Data Feed Terms or use the RT Data Feed on behalf of your employer or other entity. If you have (or your employer has) entered into a separate signed written agreement with RT governing the access and use of the RT Data Feed, then the terms of that agreement will prevail and govern over these RT Data Feed Terms (and any conflicting terms of these RT Data Feed Terms will not apply). Unless we have received a properly completed and acceptable parental consent form governing your use of the RT Data Feed, we will assume (and by using the RT Data Feed you warrant that) you have legal capacity to enter into the agreement set out in these RT Data Feed Terms (i.e., that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract).
1. Access to RT Data Feed. Subject to RT’s approval and your compliance with these RT Data Feed Terms and the Brand Guidelines provided by RT (the “Brand Guidelines”), RT grants you a nonexclusive, revocable, non-assignable, non-sub-licensable right to access and use the RT Data Feed solely for purposes of developing, implementing, and integrating the RT Data Feed into your Service, which will permit you to search, retrieve, and display RT Content through your Service. For the avoidance of doubt, as set forth in Section 3(a) below, You do not have the right to resell, sublicense or other share any RT Content with a service other than your Service. We reserve right to revoke access at any time for any reason or no reasons immediately on written notice.
(a) Support. RT will make support services for the RT Data Feed available through the RT.com. You are responsible for providing all support and/or technical assistance to your end users regarding the use of your Service (including any issues related to the RT Content and the RT Data Feed). RT will not provide support and/or technical assistance directly to your end users.
(b) Updates. You acknowledge that RT may update or revise the RT Data Feed from time to time, and that such updates and revisions may adversely affect the manner in which your Service accesses or communicates with the RT Data Feed. Accordingly, you agree to implement and use the most current version of the RT Data Feed and to make any changes to your Service that are required as a result of RT’s updates and revisions to the RT Data Feed, at your sole cost and expense. RT will attempt to provide thirty (30) days’ advance notice of any revisions to the RT Data Feed that are not backward compatible or remove significant functionality by posting such notice on the RT.com, unless circumstances require RT to make an immediate change, in which case RT will attempt to provide you with as much advance notice as possible.
(c) Registration. To access the RT Data Feed, you must provide registration details. It is a condition of use thereof that all the details you provide be true, accurate, correct, current, and complete. If we believe the details are not true, accurate, correct, current and complete, we have the right to refuse you access to the RT Data Feed, or any of the related resources, and to terminate or suspend your account.
2. RT Content. Subject to your compliance with these RT Data Feed Terms, RT grants you a nonexclusive, revocable, non-assignable, non-sub-licensable right to use, reproduce, distribute, transmit, publicly display and publicly perform the RT Content made available through the RT Data Feed, solely on and through your Service and to modify the RT Content to format it for and display it on your Service. For each proposed use of the RT Content, you may not publicly display the RT Content without the prior written approval from RT of the format of such RT Content as integrated into your Service. If modifications are required by RT, You will have 10 business days from the date of notification by RT to make necessary changes. Every six months, RT may request that you provide screen grabs and/or links to pages that feature RT Content, and You agree that You shall do so within 10 business days of receipt of such request.
(a) Use. Your use of the RT Content must comply at all times with the Brand Guidelines.
(b) Updates. You must maintain and make the most current RT Content available on your Service. The availability of RT Content is subject to change and RT may restrict access to, modify, suspend or terminate any or all of the RT Content or the RT Data Feed, generally or with respect to one or more Licensees, at any time, for any reason (including failure to comply with these RT Data Feed Terms) or no reason, and possibly without prior notice.
(c) Attribution. You will include all required Rotten Tomatoes brand attribution, logos and link backs (“RT Marks”) where RT Content is displayed or used with your Service, as required by these RT Data Feed Terms, the Brand Guidelines, or otherwise requested by RT. Subject to your compliance with these requirements, RT grants you a nonexclusive, revocable, non-assignable, non-sub-licensable right to use and display the RT Marks to identify that the RT Content is from RT.
3. Restrictions. Your license to use the RT Data Feed, RT Marks and RT Content is contingent upon your compliance with the following terms and conditions, and You may not use any of the foregoing for any purpose not expressly permitted in this Agreement.
(a) No Resell. You do not have the right to resell, sublicense or otherwise share any RT Content with a service other than your Service. In addition, except as permitted herein (and unless you have been specifically permitted to do otherwise by RT in writing), you may not (and you may not permit anyone else to): (i) sell or otherwise charge users specifically for the access or use of the RT Content; (ii) create any derivative works of the RT Content; (iii) copy any of the RT Content and/or extract any data from it; or (iv) remove, alter or obscure any copyright or other proprietary notice, credit-line or date-line (or any source identifier) included in the RT Content.
(b) No Conflicting Uses. You may not use the RT Data Feed to develop (or instruct any third party to develop) a service that may reasonably be deemed to be directly competitive with RT’s products and services. You may not use the RT Data Feed, the RT Marks or any words, symbols or logos that are similar to the RT Marks in any way that conflicts with the terms of this Agreement or that may confuse end users as to the ownership of the RT Marks or RT Content, including but not limited to use in metadata and URLs.
(c) No Benchmarking. You may not use or access the RT Data Feed for purposes of monitoring the availability, performance or functionality of any of RT’s products and services or for any other benchmarking or competitive purposes. You may not (or attempt to) interfere, disrupt or disable any features or functionality that is embedded or included with the RT Content or RT Data Feed.
(d) Compliance. You acknowledge and agree that RT may monitor your access and use of the RT Data Feed and RT Content. You may not interfere with such monitoring or in any way attempt to conceal your activities hereunder. You agree to and will make available to RT any data, usage statistics or other information (in the aggregate) regarding your access and use of the RT Data Feed and/or RT Content as reasonably requested by RT.
(e) No Interference. Except as expressly specified in these RT Data Feed Terms, you may not: (i) interfere with or disrupt the RT Data Feed, circumvent the rate limits on use of the RT Data Feed, or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the RT Data Feed); (ii) use the RT Data Feed to replicate, frame or mirror the web site; (iii) transfer, sublicense, lease, lend, distribute or otherwise make available the RT Data Feed to any third party; or (iv) use the RT Data Feed or RT Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these RT Data Feed Terms.
(f) Security. Any usernames and passwords used for the RT Data Feed are for Your use only. You shall be responsible for the security of your username and password (if any). RT shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that RT considers insecure, RT will be entitled to require this to be changed and/or terminate your account. You are prohibited from using any services or facilities provided in connection with the RT Data Feed to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, RT reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents.
(g) Local Regulations. The RT Data Feed is intended for us in the United States. Deploying content outside of this territory must be approved by RT. RT makes no representation that the RT Data Feed or related content are appropriate for use outside the United States, its territories, possessions and protectorates. If you choose to access the RT Data Feed from other locations you do so on your own initiative and at your own risk. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country in which you reside.
(1) To impersonate others or to mislead, confuse or deceive others;
(2) To promote obscene and/or pornographic materials;
(3) To promote violence, hate, discrimination or any illegal activities;
(4) To be libelous, defamatory (or false light), or misrepresentative of others;
(5) To offer or disseminate any fraudulent, illicit or misleading goods or services;
(6) To be used in a manner that reflects unfavorably on RT, its products, services or users;
(7) To violate the privacy, publicity, moral or any other proprietary right of others; or
(8) To be harmful to RT’s or any third party’s systems and networks.
4. Termination. You may terminate your licenses at any time by ceasing your access to the RT Data Feed and/or use of any RT Content. RT may immediately suspend and/or terminate your access to the RT Data Feed and/or any RT Content at any time, if you breach any term or condition in these RT Data Feed Terms. RT may also terminate any licenses hereunder for any reason or no reason, on written notice (including by email) to you. RT will not be liable for any costs, expenses, or damages as a result of its termination of your licenses. Upon termination, you will promptly cease accessing and using the RT Data Feed and RT Content and will remove all RT Content and all copies and portions thereof, in all forms and types of media from your Service.
5. Ownership. You expressly acknowledge that RT and its users own all worldwide right, title and interest in and to the RT Data Feed, RT Marks and RT Content, including all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. All use of the RT Marks, and all goodwill arising out of such use, inures to RT’s benefit. Any and all rights not specifically granted herein to you are reserved by RT.
6. Confidential Information. You may be given access to certain non-public information, software and/or specifications relating to the RT Data Feed (“Confidential Information”), which is confidential and proprietary to RT. You may use this Confidential Information only as necessary in exercising your rights granted in these RT Data Feed Terms. You may not disclose any of this Confidential Information to any third party without RT’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
7. Disclaimer. You assume all responsibility and risk of use of the RT Content and the RT Data Feed. YOUR USE OF THE RT DATA FEED IS AT YOUR OWN RISK. THE RT DATA FEED AND ALL RELATED MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT IN THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. RT DOES NOT WARRANT THAT THE RT DATA FEED WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE RT DATA FEED OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE RT DATA FEED OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT RELATED THERETO IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. RT MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE RT DATA FEED OR ANY WEB SITE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND RT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT OF THE SITE OR ANY OTHER WEB SITE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
8. Indemnification. You will indemnify, defend (or settle) and hold RT harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with (i) your use of the RT Content, the RT Data Feed or the RT Marks (except to the extent expressly permitted by these RT Data Feed Terms); (ii) your breach or alleged breach of any of the terms, restrictions, obligations or representations under these RT Data Feed Terms; or (iii) your Service.
9. Limitation of Liability. RT DISCLAIMS ALL LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE RT DATA FEED, OR THE RELATED MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR CONTENT, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF ANY MEMBER OF THE RT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT RT) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE RT DATA FEED TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN ANY CASE, RT’S ENTIRE LIABILITY UNDER ANY PROVISION OF THESE RT DATA FEED TERMS SHALL NOT EXCEED $500. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
10. Updates. RT may modify any of these RT Data Feed Terms and/or the Brand Guidelines at any time and in its sole discretion, by posting such updated RT Data Feed Terms and/or the Brand Guidelines on RT.com, or by otherwise notifying you. If any change is unacceptable to you, your recourse is to terminate your license. Your continued access and/or use of the RT Data Feed and/or your continued access and/or use of any RT Content following such notice will constitute your acceptance of the change.
11. General. These RT Data Feed Terms constitute the entire agreement between us with respect to the subject matter and supersedes and merges any prior proposals, understandings and contemporaneous communications. You may not assign any of the rights or obligations granted hereunder, and any attempted assignment in violation of this paragraph is void. These RT Data Feed Terms do not create or imply any partnership, agency or joint venture. These RT Data Feed Terms shall be governed by, construed and enforced in accordance with the laws of the State of California, as they are applied to agreements entered into and to be performed entirely within California. Any dispute of any kind between you and RT arising under these RT Data Feed Terms shall be resolved by binding arbitration in Los Angeles, California, pursuant to the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator shall be a retired judge or justice of any California state or federal court with substantial experience in the entertainment industry and shall follow California law in adjudicating the dispute. If any provision of these RT Data Feed Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable for this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein.