JW7 TOS Changes Summary
| Date | Section | Change Summary |
|---|---|---|
| 7-20-15 | Launch of JW Player version 7.xx | |
| 8-30-15 | Maintenance and Support | Legacy support for JW Player 6.xx to terminate December 31, 2017 |
| 9-30-15 | Fees and Payment | Publisher agrees to timely pay all Fees due during the Term. Company reserves the right to suspend Publisher’s access to Products or Editions if Fees are not timely paid. Such suspension shall not obviate Publisher’s duty to pay all Fees due under any Order Form or Addendum or constitute termination of these Terms of Service absent Company’s notice of termination pursuant to the Termination section hereof. Periodic (e.g. annual, monthly) Fees are billed in advance. Enterprise Edition and Ads Edition Publishers shall be invoiced monthly and payment is due on receipt of such invoice. |
| 9-30-15 | Restrictions on Use | Section created and renumbered. |
| 10-26-15 | Licenses | Use of Unpaid Editions in connection with advertising of any kind is prohibited. Unpaid Edition Publishers are limited to one (1) account; JW Platform API (presently accessed via api.jwplatform.com) is subject to a License Scope of six hundred (600) API requests per hour. |
| 10-26-15 | Fees and Payment | Periodic (e.g. annual) Fees are billed in advance and payment and is due on receipt of invoice. Premium Edition Publishers must provide a valid form of payment (e.g. credit card, debit card, PayPal account) and accurate billing information, do hereby authorize the Company to charge all Fees incurred to the designated payment form and acknowledge that periodic Fees may be charged automatically and without separate authorization. |
| 11-30-15 | License Scope | Premium Edition Hosting and Streaming limits increased. |
| 11-30-15 | Audit | Enterprise Edition and Ads Edition Publishers shall keep complete and accurate records of all Use during the Term and for two (2) years thereafter. Company may periodically conduct audits of Enterprise Edition and Ads Edition Publishers solely to confirm the accuracy of Fees paid and compliance with the applicable License Scope. Such audits shall be conducted no more than one (1) time per year, by an independent certified public accountant, at the place of business where Publisher customarily keeps such records, during normal business hours, and upon fifteen (15) days’ advance written notice. Company shall bear the full cost of all audits, provided, if an audit reveals that Fees have been underpaid or the License Scope has been exceeded by at least five percent (5%), Publisher shall, in addition to payment of any underpaid Fees and any other remedies due under these Terms of Service, reimburse Company for its professional fees and out-of-pocket expenses incurred in conducting such audit. |
| 7-5-16 | License Scope | Platinum Edition added; Unpaid and Premium Edition license scope updated; SDK play restrictions clarified. |
| 8-11-16 | Definitions | End User definition added. |
| 8-11-16 | License Scope | JW Platform API (presently accessed via api.jwplatform.com) is subject to a License Scope of ten (10) API requests per minute. |
| 8-11-16 | Maintenance and Support | Company shall have no obligation to provide additional technical support, maintenance, updates or enhancements to the Products or to provide customer service or support to Publisher’s End Users. |
| 8-11-16 | Fees and Payment | Past-due fees shall incur interest at a rate of one-and-one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is lesser. Publisher shall be liable to, and fully reimburse, Company for all costs (including attorney’s fees) incurred in connection with Company’s collection of past-due Fees or other enforcement of this Agreement. |
| 8-11-16 | Content | Publisher is responsible for taking its own steps to backup its Content and Company recommends routine archiving of your Content. Company disclaims any responsibility for deleted, lost, corrupted or inaccessible Content, regardless whether Company hosts such Content. |
| 8-11-16 | Restrictions on Use | Content transcoded via the Products may only be delivered via the Products. Downloading transcoded content for delivery via other mechanisms or CDN fronting the Products’ delivery functionality is strictly prohibited and may result in additional Fees, account suspension, and/or termination. |
| 9-22-16 | Definitions | “Statistics Plug-In” changed to “Analytics Plug-In”; “Content” means media including videos, images, graphics, animations, sounds, text and music and any related submissions (e.g. viewer comments) hosted, streamed or Played through the Products; “JW Player” means Publisher-hosted and cloud-hosted versions of the JW Player software and any, features, plug-ins and updates (other than new major versions) provided by Company therefor. “Recommended Content” means Content of Company or Recommended Content Partners that is recommended, displayed and/or played by Related Videos; “Recommended Content Partner” means a third party that provides Recommended Content; “Related Videos” means a feature of JW Player that, when enabled, automatically displays and/or plays recommended related Content following the playback of certain Publisher Content; “SDK Applications” means application software for Operating Systems, created with the SDK and incorporating Products; “Services” means services provided to Publisher under these Terms of Service, including cloud-hosted versions of JW Player and SDK provided as software as a service (SaaS), hosting and streaming functionality, the Dashboard, Related Videos and maintenance and support services; “Terms of Service” or “TOS” means this document and any applicable, mutually ratified Order Form and/or Addendum. |
| 9-22-16 | License Scope | Platinum Edition license scope updated; Trial Edition license scope updated. |
| 9-22-16 | Maintenance and Support | Legacy support for JW Player version 6.xx will terminate on December 31, 2016. |
| 9-22-16 | Related Videos | Related Videos is an optional feature of JW Player that is available to all Editions. By electing to Use Related Videos, Publisher automatically grants Company a limited, royalty-free license to perform analysis of Publisher’s Content solely in connection with Related Videos’ operation and authorizes Company to deliver Recommended Content to Publisher and End Users based thereon. Publisher may, for an additional Fee, determine all Recommended Content delivered to its End Users. Otherwise, Related Videos will deliver Recommended Content from Company and/or Content Provider Partners. Publisher acknowledges that Recommended Content is automatically generated and, while Company will use reasonable efforts to ensure the relevance of its Recommended Content and that provided by Recommended Content Partners, all Recommended Content is provided AS-IS and Company disclaims any and all responsibility for the relevance or nature of such Recommended Content. |
| 9-22-16 | Disclaimer | EXCEPT AS OTHERWISE PROVIDED AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE PRODUCTS AND RECOMMENDED CONTENT ARE PROVIDED ON AN “AS IS” BASIS. |
| 11-2-16 | License Scope | Websites for Premium, Platinum, and Trial editions updated. |
| 4-12-17 | Definitions | “Adaptation” means any work that modifies, adds to, deletes from, edits, affects the function of or is based on a Product or any previous Adaptation thereof, including all derivative works of a Product as such term is defined by the Copyright Act. Examples of Adaptations may include SDK Applications, OEM implementations and plug-ins. Websites on which Products are used solely to facilitate Content playback and streaming (but not Software as a Service) are not Adaptations hereunder; “Data” means all transactional and Content data obtained by, processed by or provided to the Company through the Use of Products. Data may include metadata (such as title, author, description and other information pertaining to Content), IP addresses, mobile device identifiers, URLs, browser and operating system. Company’s use of Data is limited to that which is permitted by applicable law, the Privacy Policy and these Terms of Service; “Distribute” means to sell, transfer, assign, circulate, disseminate, distribute or make available to any third party, or the facilitation of the foregoing; “Edition” means a particular edition of JW Player, including the Unpaid Edition, Premium Edition, Platinum Edition, Enterprise Edition and Trial Edition; “End User” means an individual or entity that accesses or Uses Publisher’s Content or Adaptations; “Licensing Key” means certain code in the Products that permits Company to verify that Use of a Product is authorized. The Licensing Key does not gather personally identifiable information and its functions are more fully described in these Terms of Service; “Losses” means damages, losses, costs and liabilities (including reasonable attorney and professional fees) arising from a Claim; “OEM” means incorporation of a Product into any goods or services including SDK Applications, Software as a Service and other goods and services. Publisher’s websites are not OEM except to the extent a Product is incorporated into Software as a Service provided thereon; added definition of “Prohibited Content”; “Purpose” means (i) Use to facilitate Content playback and streaming on Publisher’s websites, (ii) Use of the SDK to develop and Distribute SDK Applications, and (iii) other OEM Use, in each case, if and to the extent within the applicable License Scope; added definition of “Service Analytics”; “Terms of Service” or “TOS” means this document, including any applicable, mutually ratified Order Form and/or Addendum, which shall be incorporated into these Terms of Service. |
| 4-12-17 | Licenses | References to Ads Edition removed; references to the Purpose clarified |
| 4-12-17 | License Scope | Ads Edition removed; Enterprise OEM authorization revised; In order to ensure maximum performance and protect the experience of all users, requests to the JW Platform API (presently accessed via api.jwplatform.com) may not exceed sixty (60) per minute. For the avoidance of doubt, this does not limit Publisher’s Plays per minute and reflects a number of requests unlikely to be reached through normal Use, the excess of which would be abusive. In addition to any other remedies provided by these Terms of Service, the Company reserves the right to immediately suspend accounts that exceed the maximum API requests set forth herein and to terminate, block and/or blacklist such accounts if Company believes in its reasonable discretion that such excess is due to Publisher’s abusive behavior. |
| 4-12-17 | Advertisements | References to Ads Edition removed. |
| 4-12-17 | Registration | Publisher is strictly prohibited from providing false or misleading sign-up information, including using a name, address or email address owned or controlled by another person without appropriate authorization. Company reserves the right to refuse registration or cancel any account that it reasonably believes is in violation of the foregoing. Publisher shall be responsible for maintaining the secrecy of its password and is liable for all activities that occur on its account. Publisher agrees to immediately notify the Company of any unauthorized use of Publisher’s username, password or other breach of account security. |
| 4-12-17 | Adaptations and OEM | Publisher is authorized to make Adaptations reasonably necessary to exercise its rights under these Terms of Service. All Adaptations created by Publisher are strictly for Use in connection with the Purpose. Publisher is solely responsible to ensure that its Adaptations (except the Products incorporated therein) comply with all applicable laws and regulations and do not infringe the intellectual property rights of any third party. Company reserves the right to prohibit the Use or Distribution of any Adaptation that it reasonably believes violates or is likely to violate such laws, regulations or rights and if Publisher fails to cure the foregoing within fifteen (15) days after written notice thereof. OEM implementation is authorized only in connection with the Enterprise Edition if provided on the applicable Order Form. Unpaid Edition, Premium Edition, Platinum Edition and Trial Edition Publishers are strictly prohibited from incorporating a Product into any goods or services. |
| 4-12-17 | SDK | Company may update the SDK at any time and is under no obligation to provide notice thereof. Updates may have features or functionality that differ from that of the current SDK. Company may identify certain updates as being critical (e.g., updates that address significant security issues) by written notice (including e-mail to the address provided by Publisher). Publisher shall incorporate such critical updates into its SDK Applications and, if such SDK Applications have been Distributed, shall use its best efforts to provide a public update thereto. Company shall not be liable for, and Publisher shall indemnify and hold Company harmless for, Losses due to Publisher’s failure to take the foregoing steps with respect to a critical update. |
| 4-12-17 | Distribution | Except pursuant to the Purpose or as otherwise specifically set forth herein, Publisher shall not Distribute, re-license, sell, lease, transfer, encumber, assign or make available for public use the Products or any Adaptation thereof. Any attempt to take any such actions is void and constitutes a material breach of these Terms of Service. |
| 4-12-17 | Licensing Key and Analytics Plug-In | Deleted. |
| 4-12-17 | Termination | Deleted “the Company has a reasonable basis to believe that Publisher is not abiding by the spirit of these Terms of Service”; deleted reference to “directly or indirectly” competitive business; removed reference to Ads Edition; In the event of the Company’s cancellation for convenience, Publisher shall, on its request, be given a pro rata refund of unused pre-paid Fees. |
| 4-12-17 | Effects of Termination | Upon termination of these Terms of Service for any reason, Publisher shall immediately cease Using the Products and uninstall, delete and destroy any copies of the Licensed Programs under its control. In the event any Products are no longer under Publisher’s control (such as SDK Applications already in the marketplace), Publisher shall use its best efforts to cause use of such Products to promptly cease, including updating SDK Applications and other OEM uses.
Without limiting the foregoing, if Publisher fails to cease Use of the Products or Services following termination, Publisher will continue to pay the Fees. To the extent that such continued use is due to Products no longer under Publisher’s control, such Fees shall be pro rata based on the volume of ongoing Use, until such Use ceases.Upon termination, Company may delete any Content, information, files or materials in or related to Publisher’s account, and Company will have no obligation whatsoever to save or make any such Content, information, files or materials available to Publisher or any other party. Publisher agrees that Company will have no liability whatsoever to Publisher or any other party related to termination of access to Publisher’s account or as a result of the deletion or loss of any Content, information, files or materials in or related to Publisher’s account.Upon termination, all rights, obligations and licenses of the parties shall cease, except that all obligations that accrued prior to the effective date of termination and remedies for breach of these Terms of Service shall survive. The provisions of the Sections titled Effects of Termination, Intellectual Property, Privacy, Fees and Payment, Content, Representations and Warranties, Disclaimer, Limitation of Liability, Basis of the Bargain, Indemnity, Audit, Confidential Information, Severability, Choice of Law and Jurisdiction, Injunctive Relief, Complete Agreement and Waiver of Breach shall also survive. |
| 4-12-17 | Maintenance and Support | Updated link to Support Documentation; Company will provide technical support and maintenance for the Products in its sole discretion unless otherwise provided, and Company shall have no obligation to provide additional technical support, maintenance, updates or enhancements to the Products or to provide customer service or support to Publisher’s End Users; updated references to End Users; Legacy support for JW Player version 6.xx and earlier is no longer offered. |
| 4-12-17 | Intellectual Property | The Company shall retain all intellectual property rights pertaining to the Products |
| 4-12-17 | Privacy | Service Analytics powers the Products’ data and statistics reporting functionality (including Publisher’s JW Player Dashboard) in accordance with the Company’s Privacy Policy and United States and European Union privacy laws. The Products also utilize a Licensing Key to verify compliance with these Terms of Service (e.g., the Edition being Used). Service Analytics and the Licensing Key do not collect personally identifiable information. Service Analytics may collect aggregated, non-personally identifiable information and Publisher grants Company a limited, royalty-free license to use such information to facilitate the operation of Products and for its internal business purposes. Publisher is strictly prohibited from removing, altering, disabling or circumventing the Licensing Key or Service Analytics or otherwise interfering with the operation thereof. Company may use Publisher Information and Data to: deliver the Products; manage Publisher’s account; provide customer support; communicate with Publisher by email, postal mail, telephone and/or mobile devices; develop and display content and advertising tailored to your interests; enforce our Terms of Service; manage our business; and perform functions otherwise described to you at the time of collection. |
| 4-12-17 | Fees and Payment | Company shall provide Enterprise Edition and Platinum Edition Publishers updated pricing at least forty-five (45) days prior to commencement of the applicable Renewal Term; deleted “other enforcement of this Agreement”; added “(except Company’s corporate taxes)”; added “(e.g. quarterly or annual)”; changed “Provider Content Partners” to “Recommended Content Partners”. |
| 4-12-17 | Limitation of Liability | EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE, IN NO EVENT SHALL THE COMPANY BE LIABLE UNDER ANY EQUITY, COMMON LAW, CONTRACT, ESTOPPEL, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY (REGARDLESS OF THE FORM OF ACTION) (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, CUSTOMERS, OPPORTUNITIES OR GOODWILL), (B) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, (C) FOR ANY LOSS, CORRUPTION OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE OR COST OF PROCURING SUBSTITUTE TECHNOLOGY OR (D) DIRECT DAMAGES IN THE CUMULATIVE AGGREGATE IN EXCESS OF THE TOTAL FEES PAID BY PUBLISHER TO THE COMPANY PURSUANT TO THESE TERMS OF SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. EACH PARTY AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE OTHER PARTY FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF SERVICE. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST COMPANY MORE THAN ONE YEAR AFTER THE DATE OF RELATED SERVICES UNDER THESE TERMS OF SERVICES. |
| 4-12-17 | Basis of the Bargain | Added section. |
| 4-12-17 | Audit | Enterprise Edition and Platinum Edition Publishers whose Fees are based in whole or in part on Publisher-hosted Licensed Programs shall keep complete and accurate records of all Use during the Term and for two (2) years thereafter. |
| 4-12-17 | Confidential Information | “Confidential Information” shall not include (a) information that becomes known to the general public without breach of the nondisclosure obligations of these Terms of Service; (b) information that is already known to Publisher at the time that it is disclosed to the receiving party; (c) information that is obtained from a third party without breach of a nondisclosure obligation and without restriction on disclosure; and (d) information that has been independently developed by Publisher without reference to any of the disclosing party’s Confidential Information. |
| 4-12-17 | Modification | Notwithstanding the foregoing, no modification or amendment to a mutually ratified Addendum or Order Form shall be effective unless in writing and executed by a duly authorized representative of each party. |
| 9-6-17 | Launch of JW Player Version 8.xx | |
| 9-6-17 | Definitions | “Dashboard” means an on-line control panel that provides certain functionality including account monitoring, player configuration, video management and statistics reporting; “End User” means an individual or entity (other than Company, Publisher or their agents acting on their behalf) that accesses or Uses Publisher’s Content or Adaptations; “Licensed Programs” means Publisher-hosted versions of JW Player and the SDKs; “Play” means each instance of Content streamed, in whole or in part, through the Products; “Prohibited Content” means any Content that…(iii) contains any virus, worm, malicious code, Trojan horse, time bomb, spyware, malware or other computer code, file or program designed, intended or likely to disrupt, damage, limit or interfere with the proper function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the Company or any person or entity; “Service Analytics” means functionality of the JW Player and JW Platform that facilitates statistics gathering and reporting…; “Taxes” means all taxes, levies, duties, tariffs, imposts, deductions, charges or withholdings and all related liabilities, including interest, penalties or additions thereto. |
| 9-6-17 | Products | For Terms of Service applicable to JW Player versions numbered 8.0-8.99, please see JW8 Terms of Service (the “Standard JW7 Terms of Service”). |
| 9-6-17 | Licenses | Deleted references to Platinum Edition and Unpaid Edition; Except for Publishers with Enterprise or Trial Editions, Publishers are limited to one (1) account. |
| 9-6-17 | License Scope | Added Videos; Deleted SDK plays; License Scope for the Enterprise Edition shall be as explicitly provided on an applicable Order Form, and where License Scope items are provided on the applicable Order Form but limits are not explicitly set, Content Plays shall be limited to 200,000, Videos shall be limited to 1500, Hosting shall be limited to 150 GB, Streaming shall be limited to 500 GB and Ad Plays shall be limited to 100,000. |
| 9-6-17 | Term | Deleted reference to Platinum Edition; Publisher hereby acknowledges that it will not receive notice of a renewal cancellation date or automatic renewal and expressly waives the application of New York General Obligations Law Section 5-903, and any similar laws, to the renewal of these Terms of Service. |
| 9-6-17 | Privacy | Publisher shall place prominently and maintain on all locations on which it Uses the Products, and comply with, a privacy statement or policy that adheres to or exceeds applicable law, regulations and industry self-regulatory programs; Service Analytics may collect non-personally identifiable information and metadata and Publisher grants Company a limited, royalty-free license to collect and use such information and metadata to facilitate the operation of Products and for its internal business purposes. Publisher will register all video Content with a Media ID in accordance with the Documentation and will initiate all Plays using the applicable Media ID. |
| 9-6-17 | Fees and Payment | Publisher agrees to timely pay in U.S. Dollars all Fees due during the Term; Publisher shall be responsible to pay all Taxes (except Company’s corporate taxes) and all other charges (for example, currency exchange settlements) due in connection with the Fees and Publisher’s use of the Products. |
| 9-6-17 | Restrictions on Use | In the case of excessive transcoding, Publisher agrees to pay for transcoding at Company’s then-applicable rates. |
| 9-6-17 | Representations and Warranties | Publisher represents and warrants that (i) if Publisher is an individual, Publisher is at least eighteen (18) years old, (ii) if Publisher is an entity, its consent to these Terms of Service has been duly ratified, (iii) it is not a resident of (and will not Use the Products in) a country that the U.S. government has embargoed for Use of the Products, nor is it named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations, (iv) all its Content conforms to the standards set forth in the Sections of these Terms of Service titled Content and Restrictions on Use, (v) all information provided during the registration process is true and accurate, (vi) its Adaptations do not infringe the intellectual property rights of any third party, (vii) its Use of Products is in compliance with all applicable laws and regulations and (viii) it has obtained all necessary consents and permissions under applicable laws from individuals and other persons for its Use of the Products, including without limitation for all features and operations of the Products. |
| 9-6-17 | Limitation of Liability | EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE, IN NO EVENT SHALL THE COMPANY BE LIABLE UNDER ANY EQUITY, COMMON LAW, CONTRACT, ESTOPPEL, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY (REGARDLESS OF THE FORM OF ACTION) (A) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, CUSTOMERS, OPPORTUNITIES OR GOODWILL), (B) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL OR (C) FOR ANY LOSS, CORRUPTION OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY’S CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OF SERVICE FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE TOTAL FEES PAID BY PUBLISHER TO THE COMPANY PURSUANT TO THESE TERMS OF SERVICE DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY. |
| 9-6-17 | Indemnity | Except as otherwise set forth in these Terms of Service, Publisher will indemnify, defend and hold harmless the Company and its employees, officers and agents from and against all Claims, and for all resulting Losses (including attorney’s fees) that result or arise from Claims, which in whole or in part, pertain to any Publisher Adaptation or arise from Publisher’s Use, reproduction, Distribution or other exploitation of the Products, any breach of Publisher’s representations and warranties or violations of Publishers obligations under the Section titled Restrictions on Use… |
| 9-6-17 | Complete Agreement | These Terms of Service constitute the entire agreement between the Company and Publisher with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. ANY PURCHASE ORDER OR OTHER SIMILAR DOCUMENT PROVIDED BY OR RECEIVED FROM A PARTY SHALL NOT MODIFY THESE TERMS OF SERVICE OR GOVERN PUBLISHER’S USE OF THE PRODUCTS UNLESS EXECUTED BY BOTH PARTIES’ DULY AUTHORIZED REPRESENTATIVES. EACH PARTY REJECTS ANY TERMS CONTAINED IN PURCHASE ORDERS OR SIMILAR DOCUMENTS PROVIDED BY THE OTHER PARTY, AND ANY SUCH TERMS SHALL BE VOID AND HAVE NO LEGAL EFFECT. |
| 10-18-17 | Definitions | “Adaptation” means any work that modifies, adds to, deletes from, edits, affects the function of or is based on a Product or any previous Adaptation thereof, including all derivative works of a Product as such term is defined by the Copyright Act. Examples of Adaptations may include SDK Applications, JW Showcase Implementations, OEM implementations and plug-ins. Websites on which Products are used solely to facilitate Content playback and streaming (but not Software as a Service) are not Adaptations hereunder; “Application Package” means a Publisher product that incorporates Products in an OEM use case, as authorized on an applicable Order Form. Publisher agrees to notify Company in writing within ten (10) business days in the event such product’s name changes; “Edition” means a particular edition of JW Player, including the Unpaid Edition, Premium Edition, Platinum Edition, Starter Edition, Business Edition, Enterprise Edition and Enterprise Trial Edition. The Premium Edition and the Platinum Edition are only offered to Publishers with existing licenses of such Editions entered into prior to October 18, 2017; “JW Showcase” means that certain web app builder for publishing JW Player-hosted video content; “JW Showcase Implementations” means stand-alone websites created with JW Showcase and directed at End Users; “Licensed Programs” means Publisher-hosted versions of JW Player, the SDKs and JW Showcase; “License Scope” means the features authorized for a particular Edition, including advertising, the maximum volume of data, maximum number of domains, maximum Plays, maximum API requests, authorization to Use the SDKs, JW Showcase, OEM and JW Platform; “Monthly Usage Limits” means the maximum monthly number or volume, as applicable, of Content Plays, Ad Plays, Websites, Videos, Hosting, Streaming, and API requests for the applicable Edition, as set forth in the License Scope. If a partial month of Use is authorized, Monthly Usage Limits for such month will be prorated based on the number of days in such month; “OEM” means a Publisher that acts as an original equipment manufacturer of the Company by incorporating a Product with its own products into an authorized Application Package. For the avoidance of doubt, Publisher is not an OEM with respect to its websites except to the extent a Product is incorporated into Software as a Service provided thereon; “OEM License” means a sublicense grant given to an OEM for Products to be used in an Application Package; “OEM Support” means support and maintenance for OEM’s sublicensees pursuant to an OEM License; “Overages” means amounts payable to the Company for Use of one or more Products in excess of the Monthly Usage Limits. Except as set forth on an applicable Order Form, Overages are calculated on a calendar-month basis (pro rated for partial months) at the Company’s then-applicable overage rates; “Purpose” means (i) Use to facilitate Content playback and streaming on Publisher’s website(s), (ii) Use of the SDKs to develop and Distribute SDK Applications, (iii) Use of JW Showcase to implement and Distribute JW Showcase Implementations, and (iv) other OEM Use as a component of the Application Package, in each case, if and to the extent within the applicable License Scope; “SDK Applications” means application software for Operating Systems; “Services” means services provided to Publisher under these Terms of Service, including cloud-hosted versions of JW Player, the SDKs and JW Showcase provided as software as a service (SaaS), hosting and streaming functionality, the Dashboard, Related Videos and maintenance and support services. |
| 10-18-17 | Products; Upgrade | Changed title from “Products” to “Products; Upgrade”.
These Terms of Service apply to JW Player versions numbered 7.0-7.99 only. All other versions are excluded and subject to other licenses. For Terms of Service applicable to JW Player versions numbered 8.0-8.99, please see JW8 Terms of Service (the “Standard JW8 Terms of Service”). Unless otherwise agreed in writing by Company, JW Player versions numbered 7.0-7.99 may be offered to Publishers with then-existing licenses of such versions entered into prior to October 18, 2017 and are not available for newly-entered licenses. Publisher’s rights and licenses to Use Products are limited to the Editions for which it has enrolled, is eligible and has paid all Fees (for paid Editions) in accordance with these Terms of Service. Any Use of the Products other than as permitted by these Terms of Service is strictly prohibited. The Company reserves all rights and licenses not expressly granted hereunder. |
| 10-18-17 | Publisher License | Changed title from “Licenses” to “Publisher License”.
Subject to the terms and conditions of these Terms of Service and Publisher’s observance thereof, Company hereby grants to Publisher and Publisher hereby accepts a non-exclusive, non-transferable, non-sublicensable, limited right and license, solely for the Purpose, to (a) Use, access and install the Products, (b) Use, access, integrate and install the SDKs, (c) make and distribute Documentation internally, (d) publicly Distribute SDK Applications for the Operating Systems, (e) Use JW Showcase, and (f) operate and allow End Users of SDK Applications and JW Showcase Implementations to operate JW Player incorporated into such SDK Applications and JW Showcase Implementations. Use of the Unpaid Edition, Premium Edition, Starter Edition or Business Edition in connection with advertising of any kind is prohibited. Except for Publishers with Enterprise or Enterprise Trial Editions, Publishers are limited to one (1) account. Promotional offerings, such as a trial period, shall have the limitations and restrictions provided in such promotional offering, in addition to the limitations and restrictions set forth in these Terms of Service. |
| 10-18-17 | OEM License | Upon written approval by the Company to act as an OEM and subject to the terms and conditions of these Terms of Service and Publisher’s observance thereof, the Company grants, in object code form, to Publisher, a non-exclusive, limited subscription license, solely for the Purpose, to (a) incorporate the object code version of the applicable Products in the Application Package, (b) reproduce and distribute the applicable Products as incorporated into the Application Package, (c) modify and enhance the applicable Products as incorporated into the Application Package, and (d) reproduce and distribute any such modifications or enhancements, subject to the License Scope listed above. The foregoing rights may be sublicensed through multiple tiers of distribution, including resellers, provided each reseller or other distributor is contractually required to abide by the requirements of this Section. Publisher shall ensure that any Application Package incorporating the applicable Products shall be governed by a license agreement that is at least as protective to the Company as are the Company’s Terms of Service in the Application Package.
An OEM License may be authorized only in connection with the Enterprise Edition. Publishers with any Edition other than Enterprise Edition and Publishers with an Enterprise Edition without an OEM License authorized on an applicable Order Form are strictly prohibited from incorporating a Product into any Application Package or incorporating a Product into any goods or services, other than those authorized under subsections (i) – (iii) of the Purpose. Publisher is strictly prohibited from incorporating a Product into any goods or services, other than with respect to the authorized Application Package and those authorized under subsections (i) – (iii) of the Purpose. Publisher shall be responsible for all OEM Support under the OEM License. OEM may assign up to five (5) designated support contacts from OEM’s company to contact the Company. OEM’s customers may not contact the Company directly for OEM Support. OEM further agrees, at its own expense, to be adequately trained on providing Product support to OEM’s customers. |
| 10-18-17 | License Scope | Added JW Showcase License Scopes; Changed “Trial” to “Enterprise Trial” Edition.
The License Scope varies by Edition and the licenses granted hereunder are limited accordingly. Unless otherwise provided, licenses are personal to Publisher for its own Use. If you would like more information about upgrading to the Enterprise Edition, please contact us at www.jwplayer.com/contact-us/ or sales (at) jwplayer.com. License Scope limits for Starter Edition and Business Edition shall be as provided on the JW8 Terms of Service. |
| 10-18-17 | Advertisements | Changed “Trial” to “Enterprise Trial”. |
| 10-18-17 | Adaptations | Changed title from “Adaptations and OEM” to “Adaptations”.
Deleted “OEM implementation is authorized only in connection with the Enterprise Edition if provided on the applicable Order Form. Unpaid Edition, Premium Edition, Platinum Edition and Trial Edition Publishers are strictly prohibited from incorporating a Product into any goods or services.” |
| 10-18-17 | JW Showcase | Added section. |
| 10-18-17 | Term | Changed “Trial Edition” to “Enterprise Trial Edition”. |
| 10-18-17 | Termination | These Terms of Service are subject to termination by Company immediately and/or Publisher’s account may be suspended if (a) Publisher fails to timely pay a Fee or Overages…
Company may terminate Unpaid Edition, Premium Edition, Platinum Edition, Starter Edition, Business Edition and Enterprise Trial Edition Terms of Service for its convenience on seven (7) days notice. |
| 10-18-17 | Effects of Termination | Added reference to Overages. |
| 10-18-17 | Privacy | As part of Company’s continued development and improvement of the Products, Publisher authorizes Company to periodically conduct limited testing through the Products. |
| 10-18-17 | Data Transfer | Added section. |
| 10-18-17 | Fees and Payment | Added references to Overages.
Periodic (e.g., quarterly or annual) Fees are billed in advance and payment and is due upon receipt of invoice. Premium Edition, Platinum Edition, Starter Edition and Business Edition Publishers must provide a valid form of payment (e.g., credit card, debit card, PayPal account) and accurate billing information. Publisher hereby authorizes Company to charge all Fees and Overages incurred to the designated payment form and acknowledges that periodic Fees and Overages may be charged automatically and without separate authorization. |
| 10-18-17 | Restrictions on Use | Publisher shall not (i) interfere or attempt to interfere with the proper operation of the Products or any activities conducted through the Products or disable or bypass any measures that Company may use to prevent or restrict access to any Product, (ii) use any robot, spider or other device to retrieve, index, scrape, data mine or in any way gather information, Content or other materials from the Products, (iii) decipher, decompile, disassemble, reverse engineer, simulate, derive or attempt to discover any source code or underlying structure, ideas or algorithms from the Products, Data or Documentation or use any of the foregoing to create any software or service similar to the Products, (iv) create any derivative work or modification of the Products other than Adaptations permitted by these Terms of Service, (v) license, sublicense, copy, display, sell, pledge, encumber, assign, loan, rent, lease, Distribute, transfer or similarly exploit the Products, except as expressly set forth in these Terms of Service, (vi) remove, obscure or alter any proprietary notices on any Product (or any portion thereof), (vii) use any Product for any benchmarking purposes; or for application service provider, timesharing, service bureau or competitive purposes; or any purpose other than as contemplated by these Terms of Service or (viii) use any Product other than in accordance with these Terms of Service and all applicable laws and regulations.
Added reference to Overages. |
| 10-18-17 | Representations and Warranties | Publisher represents and warrants that (i) if Publisher is an individual, Publisher is at least eighteen (18) years old, (ii) if Publisher is an entity, its consent to these Terms of Service has been duly ratified, (iii) all information provided during the registration process is true, accurate and complete, and Publisher will promptly update Publisher’s registration information with any changes thereto, (iv) it is not a resident of (and will not Use the Products in) a country that the U.S. government has embargoed for Use of the Products, nor is it named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations, (v) its Content conforms to the standards set forth in the Sections of these Terms of Service titled Content and Restrictions on Use, (vi) its Adaptations shall not infringe the intellectual property rights of any third party, (vii) its Adaptations shall not violate any law or regulation in any jurisdiction where they are Used or Distributed, including privacy and data collection laws, (viii) its SDK Applications shall not be designed, marketed or Distributed for the purpose of harassing, abusing, threatening or otherwise violating the legal rights of others, (ix) all SDK Applications shall comply with the Documentation, (x) its Use of Products is in compliance with all applicable laws and regulations and (xi) it has obtained all necessary consents and permissions under applicable laws from individuals and other persons for its performance of this Agreement and its Use of the Products, including without limitation for all features and operations of the Products. |
| 10-18-17 | Audit | Added references to Overages. |
| 02-12-18 | Definitions | Renamed Unpaid to Developer Edition (and references to Unpaid edition modified accordingly throughout); added definition of Sensitive Data; specified that Service Analytics also facilitates Data gathering and reporting. |
| 02-12-18 | License Scope | Added SDKs row; Videos for Enterprise changed to “See Hosting”; default Websites for Enterprise set to 1; Except as explicitly provided on an applicable Order Form, Ad Plays for Editions with ads enabled shall be limited to the applicable number of Content Plays, and Overage Rates for Ad Plays shall be equal to that for Content Plays. |
| 02-12-18 | Beta Products | Added section. |
| 02-12-18 | Termination | “cancellation” changed to “termination”. |
| 02-12-18 | Effects of Termination | References to “termination” changed to specify “expiration or termination”. |
| 02-12-18 | Maintenance and Support | “Company will provide technical support and maintenance for the Products in its sole discretion except as otherwise provided in a paid support package set forth on an applicable Order Form”. |
| 02-12-18 | Integrations | Added section. |
| 02-12-18 | Fees and Payment | “Company reserves the right to withhold or suspend Publisher’s access to Products or Editions if Fees or Overages are not timely paid and/or until Fees or Overages have been paid for the applicable period”; “Past-due Fees and Overages shall incur interest…” |
| 02-12-18 | Related Videos | “Publisher acknowledges that recommendations of Recommended Content are automatically generated and, while Company will use reasonable efforts to ensure the relevance of Recommended Content, all its Recommended Content and, if applicable, that provided by Recommended Content Partners, is provided AS-IS and Company disclaims any and all responsibility for the relevance or nature of Recommended Content.” |
| 02-12-18 | Representations and Warranties | Publisher represents and warrants that “(xii) it has obtained and will maintain on an ongoing basis a valid legal basis to collect, process and transfer to Company Data, as required under applicable law, rules and regulations, (xiii) none of its Content and none the websites or applications on which its Content appears are directed to anyone under the age of 13 and (xiv) except for Publisher Information, it will not share, pass or transfer any Sensitive Data to Company.” |
| 02-12-18 | Complete Agreement | “RESTRICTIVE ENDORSEMENTS OR OTHER STATEMENTS ON CHECKS ACCEPTED BY COMPANY SHALL NOT BE ENFORCEABLE.” |
| 02-14-18 | License Scope | SDKs, Analytics, and Live Streaming rows added to table; cloud-hosted Showcase for Premium and Platinum added |
| 05-17-18 | Privacy | Incorporation of the Data Processing Agreement |
| 08-15-18 | Definitions | Special categories of personal data, as referenced in Article 9 of the GDPR, included in definition of “Sensitive Data”. |
| 08-15-18 | License Scope | “License Scope for the Enterprise Edition shall be as explicitly provided on an applicable Order Form or checkout page,” “Publishers using the Developer Edition may not modify or customize the menu that appears when an End User right clicks (or other equivalent action) on a video. Live Streaming Usage shall also count against the Streaming limits.” |
| 08-15-18 | Term | Any Negotiation Periods included in definition of “Term”. “If Company has provided notice of non-renewal to an Enterprise Edition Publisher in accordance with the above mechanism, and the parties are negotiating in good faith to agree a new Order Form, and Publisher continues to Use the products beyond the effective date of expiration without such new Order Form having been executed by a duly authorized representative of each party, Publisher will be deemed to have renewed for a one (1) month term (a “Negotiation Period”); provided that Company may in its sole discretion notify Publisher that such Negotiation Period will not occur, in which case these Terms of Service will expire as provided herein. Publisher will for the Negotiation Period be invoiced, and will pay in accordance with the payment terms herein, one-twelfth of the annual Fees provided on the applicable Order Form, and the License Scope for Content Plays, Hosting and Streaming will be one-twelfth of the annual limits provided on such Order Form. The Negotiation Period will not renew without the written consent (email sufficing) of Company. The foregoing shall not affect either party’s rights to terminate these Terms of Service as provided herein.” |
| 08-15-18 | Fees and Payment | Fees for Enterprise Edition Publishers may be provided on a checkout page. Company may invoice Publisher prior to the Effective Date. Enterprise Edition Publishers without an Order Form must provide a valid form of payment (e.g., credit card, debit card, PayPal account) and accurate billing information. |
View the full Terms of Service