Content Subscription Service Terms and Conditions

Last Updated: May 12, 2010 What Changed?

Welcome to the IMDb Content Subscription Service. By accessing and using the Service you accept these terms and conditions without change, which are incorporated into the IMDb Content Subscription Service Agreement executed by you and us consisting of the Cover Page and its exhibits, including these terms and conditions (the “Agreement”).

1. Description of the IMDb Content Subscription Service. We operate a service through which we make content available to subscribers via our IMDb Web Service interface. The purpose of this Agreement is to permit you to access and use the IMDb Web Service and use Our Content.

2. IMDb Content.
a. Limited Content License. During the Term, we grant you a limited, nonexclusive, nontransferable, nonsublicensable, license to use the Licensed Content as set forth on the Cover Page under “Your Content Use.” Additionally, your employees and contractors who have a business need to use the IMDb Web Service may use Discovery Content for the sole purpose of testing and evaluating Discovery Content on your internal (nonpublic) systems and servers so that you may identify any Name, Title, or Product that you wish to declare as Licensed Content under Section 3.f below.

b. IMDb Title ID and IMDb Name IDs. Notwithstanding the foregoing license set forth in Section 2.a above, we grant you a nonexclusive and sublicenseable right to use, reproduce, publish, distribute, and display any IMDb Title ID or an IMDb Name ID (which are alternatively known as “IMDb Tconst” for IMDb Title IDs and “IMDb Nconst” for IMDb Name IDs) throughout the world in any media.

c. Content Refresh. You will make a call to the IMDb Web Service to retrieve the most up-to-date version of Our Content at least once every 10 days, and you will only use the most up-to-date version of Our Content after you retrieve it.

d. Content Removal. If we reasonably believe that a particular item or set of Our Content poses a risk (e.g., a third party alleges a violation of their rights with respect to a particular item of Our Content), then upon notice from us, you will remove any item or set of Our Content that we identify to you (“Identified Content”) within 24 hours of our sending you the notice. Upon your removal of the Identified Content, your license to the Identified Content will expire.

e. Content Attribution. If you are authorized by us (as set forth on the Cover Page) to display the Licensed Content publicly, you will display the IMDb logo with the lead-in text “Powered by [IMDb logo]”on Your Content Use in close proximity to wherever you display the Licensed Content each time you display the Licensed Content and in at least the same-sized font used to display the Licensed Content. Additionally, if Your Content Use is in a media that is capable of hyper linking (e.g., a Web site or an app that can launch a Web browser), then you will make the “Powered by [IMDb logo]” text and logo link to http://www.imdb.com or whichever other link we designate on the Cover Page.

3. IMDb Web Service.
   a. IMDb Web Service Access and Use License. During the Term, we grant you a limited, non-exclusive, nontransferable, nonsublicensable, license to access and use the IMDb Web Service for the sole purposes of running Web Service Calls to (1) retrieve Licensed Content, (2) retrieve Discovery Content, and (3) designate a Title, Name, or Product as Declared.

   b. Use of the IMDb Web Service. To use the IMDb Web Service, you must: (1) have an Amazon Web Services (“AWS”) account in good standing; and (2) use a unique public key/private key pair (each key, an "Account Identifier") to identify your AWS account to us. You may obtain your Account Identifiers by creating an AWS account or, if you already have an AWS account, you may use the Account Identifiers associated with that account. Your AWS account, your Account Identifiers, and any service offered by AWS are subject to the Amazon Web Services Customer Agreement, which is currently located at http://aws.amazon.com/agreement/. You will not: (3) interfere with the functionality or proper working of the IMDb Web Service; or (4) use the IMDb Web Service, Your Application, or Our Content or any other information obtained via the IMDb Web Services in a way that infringes or violates any our rights or the rights of a third party or that is otherwise illegal or promotes illegal activities, such as illegal advertising, marketing, or other activities.

   c. Changes to the IMDb Web Service. We may change the IMDb Web Service from time to time, and you are responsible for ensuring that the Web Service Calls are compatible with the then-current version of the IMDb Web Service. If we make planned changes to the Web Service in a way that we reasonably believe will affect your ability to retrieve Our Content, then we will give you at least 7 days’ notice of the changes.

   d. Third Party Contractors. Unless specified otherwise on the Cover Page, you may use your authorized third party contractors to assist in the testing and implementation of the IMDb Web Service and Our Content if: (1) you have identified the contractors to us and we have approved the contractors to access the IMDb Web Service; (2) the contractors have signed a confidentiality agreement with you containing terms substantially similar to the terms of Section 9; and (3) you ensure that the contractors comply with the terms of this Agreement.

   e. Your Application. You will be solely responsible for the development, operation, and maintenance of any application that you develop to interface with the IMDb Web Service (such application, “Your Application”), and you will ensure that you have the necessary rights to use and display Your Application. At any time that the IMDb Web Service is available, you may use Your Application to issue Web Service Calls. You will ensure that at all times Your Application: (1) does not issue more than 5 Web Service Calls per second (unless you have our prior written approval); (2) will be used only to retrieve data for purposes of caching Our Content; and (3) will not be used to provide real-time query responses to your end users.

   f. Declaring Names, Titles, and Products. If you execute a declare command via the IMDb Web Service (i.e., add-resource), then you will indicate your final and irrevocable designation of any Name, Title, or Product for which you wish to obtain Licensed Content under this Agreement. At the time that you run the declare command, the number of Names, Titles, and Products marked as Declared by each transmission of the declare command will be debited against Baseline Titles, Baseline Names, or Baseline Products or included in the Overage Title Charge, Overage Name Charge, or Overage Product Charge (as applicable).

4. Trademark License. If you are authorized by us (as set forth on the Cover Page) to display the Licensed Content publicly, during the Term we grant you a nonexclusive, nontransferable, non-assignable, limited, revocable, worldwide, and royalty-free right and license to use, copy, reproduce, display, and distribute the IMDb and IMDb.COM trademark, and the IMDb logo (“Our Marks”) as described in the Trademark Usage Guidelines and solely for the purpose as described in Section 2.e above. Each use of Our Marks is subject to our approval, and our approval will remain in effect unless you make any design changes. You may not use, copy, modify, reproduce, perform, display, or distribute Our Marks except as expressly provided herein or as approved by us in writing, and you may not sublicense these rights or otherwise permit any party to use Our Marks. You acknowledge that we are the sole owner of Our Marks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of Our Marks will inure to our sole benefit. We may revoke your license to Our Marks at any time in our sole discretion, and if we do so, your authorization to display Our Marks as set forth on the Cover Page (if any) will terminate. Upon expiration or termination of this Agreement, you will immediately discontinue all further use of Our Marks.

5. Fees; Payment Terms.
   a. Fees. Fees are exclusive of any applicable taxes. To the extent that we are required to collect or remit any tax in connection with fees under this Agreement, we may issue tax invoices to you, and you will reimburse us for the taxes within 30 days of receipt of our invoice.

   b. Payment Terms. You will make all payments in US Dollars. If you do not pay amounts when the amounts are due, you will pay us interest on all past due amounts at the lesser of 1.5% per month or the maximum amount permitted under applicable law.

6. Term.
   a. Termination. After the Initial Term, either party may terminate this Agreement for convenience at any time by providing 90 days prior written notice to the other party. In addition, we may terminate this Agreement immediately without notice if you breach this Agreement or fail to pay us any fees. If either party terminates this Agreement for convenience or if we refuse or terminate your access to the IMDb Web Service for any reason other than your breach of this Agreement, we will refund you on a prorata basis for any fees paid relating to the period after termination.

   b. Effect of Termination. Upon any termination or expiration of the Term, all rights and obligations of the parties under this Agreement will immediately cease, except the terms contained within Sections 5, 6, 7, 8, 9, 10, 13, and any applicable definitions will survive any termination or expiration of this Agreement.

7. Representations; Warranties; Indemnification. You represent and warrant that: (a) you have the necessary rights and licenses, consents, permissions, waivers and releases to use or display Your Application and Your Content Use; (b) you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003); (c) neither Your Application nor Your Content Use (1) violates, misappropriates or infringes any our rights or the rights of any third party, and (2) is designed for use in any illegal activity or promotes illegal activities. You will defend, indemnify, and hold us and our affiliates (and our or our affiliates’ officers, directors, employees, and agents) harmless from and against any liabilities arising out of any third party claim (including any third party claim of intellectual property rights infringement) made against us relating to your breach of the foregoing representations or use of the IMDb Web Service, Our Content, Your Application, or Your Content Use.

8. Disclaimer; Limitations; Reservation of Rights; Feedback.
   a. Disclaimer. The IMDb Web Service, Our Content, and all the technology, software, functions, content, images, materials and other data or information that are provided to you in connection with this Agreement (collectively, “Service Offerings”) are provided “AS IS”. No advice or information that you obtain from us or from any third party or through the services will create any warranty not expressly stated in this Agreement. We and our licensors: (1) make no representations or warranties of any kind, whether express, implied, statutory or otherwise with respect to the Service Offerings; (2) except to the extent prohibited by applicable law, disclaim all warranties, including without limitation, any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade; (3) do not warrant that the Service Offerings will function as described, will be uninterrupted, accurate, complete or error free, or free of harmful components; and (4) will not be responsible for any service interruptions, including, without limitation, power outages, system failures, or other interruptions.

   b. Limitation of Liability. We will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this Agreement or the Service Offerings even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with this Agreement and the Service Offerings will not exceed $10,000.00 USD.

   c. Reservation of Rights. We reserve all of our rights not expressly granted under this Agreement and we do not grant any other licenses or rights by implication, estoppel, or otherwise. Other than your use of Our Content as permitted under this Agreement, any use of Our Content must first be approved by us in a writing signed by both parties and which includes the terms and conditions (including pricing) upon which the use is granted. Except to the extent expressly permitted under this Agreement, you will have no right to (and will not permit any third party to) use, perform, display, modify, reproduce, distribute, license, sublicense, rent, sell, lease, give, grant any security interest in, otherwise dispose of or exploit, all or any portion of Our Content by any means now known or later discovered.

   d. Feedback. We will own all right, title, and interest in and to any suggestions for improvements to the IMDb Web Service and Our Content (collectively, "Feedback"), even if you designate the Feedback as confidential, and we may use the Feedback without restriction. You irrevocably assign all right, title and interest in and to the Feedback to us, and you will provide us with any necessary assistance to document, perfect, and maintain our rights to the Feedback.

9. Confidentiality.
   a. You will: (a) protect our information that is identified as confidential or that reasonably should be considered confidential, including any technical documentation or any Account Identifiers that we give to you in order to access Our Content or use the IMDb Web Service or AWS; (b) use this information only to fulfill your obligations under this Agreement; and (c) return this information to us promptly when this Agreement terminates. This section covers all confidential information regardless of when you receive it.

   b. If you and we are parties to a separate non-disclosure agreement (“Stand-Alone NDA”) and there is a conflict between the terms of the Stand-Alone NDA and the terms of this Section 9, the terms of the Stand-Alone NDA will govern.

10. Publicity. You may orally inform your current and prospective customers and your other business partners of your right to use Licensed Content. However, you may not issue a press release or any other form of publicity with respect to us, Our Content, the IMDb Web Service, or this Agreement without our prior written consent, which we may grant or withhold in our sole discretion.

11. Notice Procedure. Unless specified otherwise on the Cover Page, any notice or other communication under this Agreement that we give to you will be effective if sent to you via e-mail to the email address on the Cover Page or by mail to the registered address on the Cover Page. Any notice of other communication under this Agreement that you give to us will be effective if in writing and (1) delivered in person, (2) sent via certified mail, or (3) delivered by nationally-recognized courier service, properly addressed and stamped with the required postage, to the notice addresses below. Either party may from time to time change the notice e-mail address or an address by giving the other party notice of the change in accordance with this section.

    Address: IMDb.com, Inc. 535 Terry Avenue North Seattle, WA 98109-5210 Facsimile: (206) 266-4784 Attn: VP IMDb

    With a copy to: IMDb.com, Inc. 410 Terry Avenue North Seattle, WA 98109-5210 Facsimile: (206) 266-7010 Attn: General Counsel

12. Revisions; Continued Use. We may change any of the terms and conditions contained in this IMDb Content Subscription Service Terms & Conditions at any time. Any changes will be effective upon the earlier to occur of: (a) our notifying you in writing of the amended terms and conditions; or (b) our posting the new terms and conditions. You are responsible for reviewing any such revised terms and conditions. Your continued use of the Service following our e-mailing or posting of any revised terms and conditions to our website will constitute your acceptance of the updated terms and conditions. If you do not agree to any of the revised terms and conditions, you must not continue to use the Service.

13. Miscellaneous. No waiver of any provision of this Agreement will constitute a continuing waiver, and no waiver will be effective unless made in a signed writing. The parties are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, franchise, or agency relationship. The relationship created by this Agreement is nonexclusive and nothing will restrict either party from developing products or services that are similar to or compete with the other party’s products or services. Neither party has any authority to enter into any agreements on behalf of the other. You will not assign any part or all of this Agreement without our prior written consent. Any attempted assignment in violation of the preceding sentence will be null and void. This Agreement will be governed by the laws of the State of Washington, without reference to its choice of law rules. The parties irrevocably consent to the non-exclusive jurisdiction and venue of the federal and state courts located at King County, Washington. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. If any term of this Agreement is held to be invalid, the invalidity will not affect the remaining terms. This Agreement contains the entire understanding of the parties with respect to the Agreement’s subject matter, and except as otherwise set forth in this Agreement, cannot be amended except by a writing signed by each party that references this Agreement.

IMDb Trademark Usage Guidelines

These Guidelines apply to your use of Our Marks in materials that have been approved in advance by IMDb.com, Inc. Strict compliance with these Guidelines is required at all times, and any use of Our Marks in violation of these Guidelines will automatically terminate any license related to your use of Our Marks.

1. You may use Our Marks solely for the purpose expressly authorized by us and your use must: (i) comply with the most up-to-date version of all agreement(s) with us regarding your use of any of Our Marks (collectively “Agreements”); (ii) comply with the most up-to-date version of these Guidelines; and (iii) comply with any other terms, conditions, or policies that we may issue from time to time that apply to the use of Our Marks.

2. We will supply an approved image of Our Mark(s) for you to use. You may not alter Our Mark in any manner, including but not limited to, changing the proportion, color, or font of Our Mark, or adding or removing any element(s) from Our Mark.

3. You may not use Our Mark in any manner that implies sponsorship or endorsement by us other than by using Our Mark as specifically authorized under the Agreements.

4. You may not use Our Mark(s) to disparage us, our products or services, or in a manner which, in our sole discretion, may diminish or otherwise damage or tarnish our goodwill in Our Marks.

5. Our Mark must appear by itself, with reasonable spacing between each side of Our Mark and other visual, graphic or textual elements. Under no circumstance should Our Mark be placed on any background which interferes with the readability or display of Our Mark.

6. You must include the following statement in any materials that display Our Mark: "IMDb, IMDb.COM, and the IMDb logo are trademarks of IMDb.com, Inc. or its affiliates."

7. You acknowledge that all rights to Our Marks are our exclusive property, and all goodwill generated through your use of Our Mark will inure to our benefit. You will not take any action that is in conflict with our rights in, or ownership of, Our Marks.

If you have questions about these Guidelines, please contact trademarks@amazon.com for assistance, or write to us at:  IMDb.com, Inc., Attention: Trademarks,PO Box 81226 Seattle, WA 98108-1226

What Changed?

1. Notice Addresses updated