Service terms

Last updated: March 1, 2013

The following Service Terms apply only to the specific OneScreen Service to which the Service Terms relate. In the event of a conflict between the terms of these Service Terms and the terms of the OneScreen Terms and Conditions of Service Agreement or other agreement with us governing your use of OneScreen Services (the "Agreement"), the terms and conditions of these Service Terms take precedence, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement. 1. Universal Service Terms (Applicable to All OneScreen Services).

1.1. Your Content. You may only use the OneScreen Services in relation to your Content that is owned, licensed, or otherwise lawfully obtained by you. By using any OneScreen Service in relation to your Content, you represent and warrant to OneScreen that you and/or your respective licensors have all appropriate and necessary licenses, intellectual property rights, permissions, regulatory certifications or approvals associated with your Content, and that any of your Content which you furnish, present, upload, or otherwise submit through any OneScreen Service will not infringe upon or violate any common law or statutory law, copyright or other intellectual property right, any right of privacy or publicity, or any other right of any third-party.

1.2. Compliance With Technical Documentation. You must comply with the current technical documentation applicable to a OneScreen Service as posted by OneScreen on the applicable website used in providing such OneScreen Service (each, a "Site"), or as you may otherwise be provided notice by OneScreen, as may be updated by OneScreen from time to time.

1.3. Tracking Technology. You agree that OneScreen may utilize certain technologies (including, without limitation, visible or invisible watermarks, electronic watermarks, and digital rights management systems) in connection with any Content made available through the OneScreen Services for the purpose of monitoring and tracking the reproduction, publication, display or other use or exploitation of such Content in order to enforce the terms of the Agreement or otherwise protect a OneScreen Services user's rights with respect to such Content. You agree that you will not disable or otherwise interfere with any such technologies, and that you consents to such monitoring and tracking by OneScreen.

1.4. Prohibited Content and Use. If OneScreen reasonably believes any of your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including these Service Terms, or the Acceptable Use Policy) ("Prohibited Content"), OneScreen will notify you of the Prohibited Content and may request that such content be removed from the OneScreen Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within two (2) business days of OneScreen's notice, OneScreen may remove or disable access to the Prohibited Content or suspend your use of the applicable OneScreen Service to the extent OneScreen is not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, OneScreen may remove or disable access to any Prohibited Content without prior notice in connection with illegal Content, where the Content may disrupt or threaten a OneScreen Service, pursuant to the Digital Millennium Copyright Act, or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that OneScreen removes Content without prior notice, we will provide prompt notice to you unless otherwise prohibited by law.

1.5. Residuals. Neither you nor OneScreen shall acquire any intellectual property rights to the other's Confidential Information, except the limited rights necessary to use the Confidential Information in performance of each other's obligations pursuant to a OneScreen Service. Notwithstanding the foregoing, you agree that OneScreen may in the future develop products or services related to, or similar to, the subject matter of your use of a OneScreen Service, and any of your Confidential Information disclosed therefor. Accordingly, OneScreen may use, but not disclose, Residuals for any purpose, including use in the acquisition, development, manufacture, promotion, sale, or maintenance of such products and services, provided however that this right to Residuals does not represent a license under your intellectual property or other proprietary rights. The term "Residuals" means the ideas, know-how, techniques, and other information that is retained in the unaided memories of OneScreen's employees or contractors who have had access to your Confidential Information in the course of performance of a OneScreen Service. Memory is unaided if the OneScreen employee or contractor has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.

2. Media Graph Service Terms.

2.1. License to OneScreen. By furnishing, presenting, uploading, or otherwise submitting any of your Content to the Media Graph, you grant to OneScreen, a nonexclusive, worldwide, transferable, sublicenseable, royalty-free license to: (a) convert your Content to XML, HTML or another format, and otherwise modify the Content solely for formatting purposes; (b) (subject to your prior request of OneScreen's monetization services) display banner, display, and/or video advertising and other promotion materials along with your Content ("Ads"); (c) reproduce, distribute, perform and display (publicly or otherwise) your Content, or any portion thereof within the Media Graph sites and systems, including Members' (as defined below) sites which you approve; (d) allow users of the Media Graph to access and preview your Content; (e) reproduce, distribute, and display your Content (and collect data and information, including cookie and beacon data, metadata, usage data, and streaming data, with regard to your Content, Ads served with such Content, and websites upon which your Content and/or Ads are routed and/or served); and (f) copy your Content for indexing, archival, and backup purposes solely in connection with providing the Media Graph Services.

2.2. License to Systems; Service Features. By accepting the terms of the Agreement and these Media Graph Service Terms, OneScreen grants you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license to use and access OneScreen's Media Graph console, Media Graph platform applications, API, and other OS Content for the purposes described in the Media Graph Services Description available at: www.mediagraph.com.

2.3. Transactions With Third Parties. OneScreen allows users of the Media Graph (each, a "Member") to enter into agreements with other Members for the licensing, distribution, and publication of their Content, and for placements of Ads on Member websites utilizing the Media Graph platform (each, a "Transaction"). Any Member licensing any copyright, or otherwise granting permissions of use to its Content shall be a "Licensor". Any Member seeking to distribute and/or display Ads Content through the Media Graph shall be an "Advertiser". Any Member granted any license or permission of use to another's Content and/or display Ads on its websites shall be a "Publisher". You may act as a Licensor, Publisher, or an Advertiser (or some combination thereof) in any Transaction. Each Transaction between you and any non-affiliated Member shall be subject to the following terms and conditions:

2.3.1. Approvals. You must document your approval to enter into any Transaction with another Member in writing (for the purposes of this Paragraph 2.3.1, email sufficing as a writing) to OneScreen. If the terms and conditions of any proposed Transaction differs from, or addresses matters not covered by the default terms listed in this Paragraph 2.3, you are responsible for submitting those terms to OneScreen and to all applicable Members. Alternatively, if OneScreen provides you with an approval mechanism, feature, or other functionality via the Media Graph console, you may document your approval of a Transaction accordingly. If your account is managed by another Member (i.e., you are a "Managed Account"), either you or the Member managing your account is responsible for submitting your approval to a Transaction.

By requesting any "OneScreen Managed Services" within the Media Graph for Transactions and relationship management, you agree to allow OneScreen to act as your agent for the purpose of accepting and approving any Transaction with Media Graph Members on your behalf, subject at all times however, to any and all written limitations and restrictions of which you provide OneScreen notice.

2.3.2. Licenses; Representations and Warranties; Restrictions.

(a) By approving any Transaction for the licensing of its Content, Licensors shall have granted each applicable Publisher a limited, non-exclusive, non-transferable license to display its Content on Publisher websites. The term of such a license shall be determined solely by the Licensor. By acting as a Licensor, you represent and warrant to Publishers that you have own or otherwise have all necessary rights, licenses, consents, or permissions to your Content, and to grant any such rights of use to any Publisher pursuant to your Transaction.

(b) By approving any Transaction for the display of Content and/or Ads as a Publisher, you represent and warrant to Licensors and Advertisers that: (i) any information you submit about yourself or your websites (including your names, affiliations, brands, traffic to site(s)) is accurate and complete; (ii) the subject matter or Content available on your site complies with any editorial policies of any Licensor or Advertiser of which you have notice, or otherwise complies with the Acceptable Use Policy; and (iii) that your privacy policies and information-collection practices regarding your end-users complies with any regulatory principles or policies (of which you have notice) to which an Advertiser must comply (including the Network Advertising Initiative's Code of Conduct regarding the collection of personally identifiable information). You further agree that you may not copy, display, transmit, distribute, modify, create derivative works of, or otherwise use or exploit any item of a Licensor's Content other than as permitted by the terms of your Transaction, and that you may not modify the form of Licensor's Content in the manner in which it is made available to you through the Media Graph, whether as part of an ad unit, video player, application, widget, or some other functionality of the Media Graph Services.

(c) By approving any Transaction as an Advertiser, you represent and warrant to Licensors and Publishers that: (i) you have all necessary rights to represent any Ads which are the subject to a Transaction; and (ii) the Content of any Ads you provide will comply with any editorial policies of any Licensor or Publisher (of which you have notice), or otherwise complies with the Acceptable Use Policy. You further agree that you shall first must submit to any Member to a proposed Transaction the terms of your Ads placement, including payment timing, reporting information, and billing methods used for their approval in an "insertion order" or similar writing. Alternatively, if OneScreen provides you with a submission mechanism, feature, or other functionality for such purpose via the Media Graph Console, you may document the terms of your Ads placements accordingly.

2.3.3. Data Handling & Confidentiality. You acknowledge and agree that you may have access to valuable, non-public information of a party to a Transaction, including information regarding software and content feeds, technical information, business plans, costs, pricing information, reporting data, site traffic, end-users' personally identifiable information, personnel information, research, development, and any other information which you know or should reasonably know is confidential due to the nature of the information or the circumstances surrounding its disclosure. You agree that such information shall be Confidential Information of the applicable Disclosing Parties (as those terms are defined in the Agreement), and that you may only use or disclose such information solely in performance under a Transaction with such Disclosing Parties.

2.3.4. Consideration Between Licensors and Publishers.

(a) Each Publisher is responsible for the payment of any applicable license fees for use of a Licensor's Content. In lieu of payment of a license fee, Licensors and Publishers may agree to share all revenue generated from Ads displayed in conjunction with such Content on a Publisher's site ("Ads Revenue").

(b) Ads, and all corresponding Ads Revenue, may be provided, served and distributed by the parties to a Transaction, or by OneScreen (upon your prior approval).

(c) Unless you establish a minimum amount of Ads Revenue which you require in order to approve a Transaction with another Member (a "Minimum Share"), you agree that you will be entitled to a share of all Ads Revenue generated from Ads displayed in conjunction with an item of Content, to be divided 50/50 between applicable Licensor(s) and Publisher(s).

(d) To the extent that Ads Revenue is made available or otherwise payable on the basis of reported, billable Ads impressions, you agree that you will accept as final the impression reporting method and results provided by the party serving the relevant Ads. If you are the party providing Ads and are in receipt of Ads Revenue in a Transaction (i.e., a Licensor and an Advertiser, or a Publisher and an Advertiser), you are solely responsible for the payment of each other party's share of any available Ads Revenue.

(e) If the parties to the Transaction agree to share Ads Revenue in lieu of a license fee for Content, Publishers may not: (i) modify or otherwise alter any Ads, or alter the manner in which any Ads are displayed, including, without limitation, by blocking or obscuring any Ads, delaying the display of any Ads, displaying other advertisements or other materials in front of or on top of any Ads, or requiring additional user action before any Ads are displayed; or (ii) display any other advertisements or other materials in the position designated for any Ads. Notwithstanding the foregoing, a Publisher shall have no obligation to display any Ads which would violate its editorial policies regarding acceptable Content, or which would otherwise violate the Acceptable Use Policy.

(f) The parties to a Transaction shall only be entitled to their respective shares of Ads Revenue to the extent that the applicable Content is available for publication by the Publisher.

If you request any "OneScreen Managed Services" within the Media Graph for Transaction and relationship management, you must provide OneScreen with your Minimum Share requirements. If you choose not to provide or establish a Minimum Share, you agree that OneScreen may act as your agent to negotiate, accept and approve your share of Ads Revenue in any Transaction on your behalf, subject at all times however, to any and all written limitations and restrictions of which you provide OneScreen notice.

2.3.5. Termination. Notwithstanding the term of any license granted by a Licensor, each Transaction may be terminated by a party for convenience upon thirty (30) days' prior written notice, or for breach upon five (5) business days' notice and any such breach is not cured within the same period. You may also terminate a Transaction immediately upon written notice if any other party: (a) is the subject of any claim of infringement or violation of any proprietary right in regards to the Content or Ads in question; or (b) has ceased to operate in the ordinary course of business, or has made an assignment for the benefit of its creditors or any similar disposition of its assets, or has become subject to any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If you are terminating any Transaction, you must provide OneScreen with prompt written notice of your termination. Upon termination of any Transaction, all rights and obligations between the parties thereto shall automatically terminate, except for rights of action accruing prior to termination and any obligations that are expressly or impliedly intended to survive termination.

2.4. Transactions with Affiliated or Related Members. OneScreen also allows you to enter into Transactions with Affiliated Members and Related Members subject to the terms and conditions of use of Content or publication which you establish between yourselves, without the effect of Paragraph 2.3 above. Affiliated Members are Members of the Media Graph who are owned by you, own you, or are under common ownership with another party. Related Members are Members of the Media Graph who have "Managed Accounts" managed by you, or who have otherwise agreed to allow you to act as their agent for the purposes of licensing their Content and/or operating their publishing websites for the purposes of any Transaction. Related Members include Members who are associated with your account within any private network OneScreen may operate on your behalf. Notwithstanding any of the above, you must submit the terms of your agreement(s) with your Affiliated Members and Related Members in any Transaction to OneScreen, and agree that you shall remain subject to the Agreement and all other terms contained in these Service Terms.

2.5. Disputes; Release. You acknowledge and agree that OneScreen will have no obligation to resolve any claim or dispute of liability, loss, or expense (each, a "Dispute") arising from any Transaction, unless OneScreen is a party to a Transaction, or if such liability, loss or expense is attributable to any breach of the Agreement or these Service Terms by OneScreen. Accordingly, by accepting any Transaction, you waive any rights you may have under California Civil Code ?1542 or any other statutes or common law principles of similar effect. California Civil Code ?1542 specifies that:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

You acknowledges and agree that the foregoing waivers are essential and material terms of your agreement with OneScreen, and that OneScreen would not have been willing to accept you as a Member of the Media Graph or to allow you to use or access the Media Graph Services.

2.6. Third Party Services and Products. The Media Graph Services utilize the following Third Party Services and Products:

CDN services provided by Amazon Web Services and Edgecast Networks.

From time to time, other Third Party Services and Products, such as third-party Ads "tags" may also be used by you with the Media Graph Services upon your prior written approval.

2.7. OneScreen Monetization. By requesting that OneScreen provide you with Ads in any Transaction, and solely in regards to the Ads OneScreen provides to you therefore, the following terms and conditions apply:

2.7.1. Serving. All Ads shall be served through OneScreen's ad servers. If you are a Publisher, you must display all Ads in the form served, and using the Ads tags provided by OneScreen.

2.7.2. Reporting. Your share of any Ads Revenue shall be based upon the reported, billable Ads impressions as recorded by OneScreen, which are attributable to your Content and/or sites.

2.7.3. Revenue Availability; Payment. If your Content is removed from the Media Graph, or access to your Content is otherwise denied or disabled for breach of the Agreement, you will not be entitled to any Ads Revenue attributable to the display of your Content, and all such amounts received by OneScreen from its third-party advertising partners shall be refunded. Any amounts refunded, credited, or written off as "bad debt" by OneScreen may be deducted from Ads Revenue. With respect to Ad Revenues collected by OneScreen during each month during the Term, OneScreen will pay you your share of Earned Ads Revenue within sixty (60) days of the end of such month. "Earned Ads Revenue" means monies actually received by OneScreen from its third-party advertising partners for Ads served through OneScreen in connection with your Transactions. For the avoidance of doubt, you will not be entitled to your Minimum Share or any other percentage of Ads Revenue pursuant to a Transaction until and unless OneScreen has received actual Ad Revenue.

OneScreen reserves the right to offset any payments of Ads Revenue against any and all outstanding amounts that are otherwise due from you in relation to your use of the OneScreen Services.

2.7.4. NAI Privacy Policy. If you are a Publisher, you agree to maintain an easy to understand privacy policy which, at a minimum, states that non-personally identifiable information of your end-users may be collected for the purposes of tracking and targeting the viewing and usage of Ads, and that they may opt-out of the use of cookies, web beacons, or similar technologies used by OneScreen and its third-party advertising partners by visiting http://www.networkadvertising.org (or any other URL as may be specified by OneScreen from time to time) and following the instructions listed therein to opt-out of such data collection and usage by OneScreen's third-party advertising partners belonging to the Network Advertising Initiative.

2.8. OneScreen Audience Acquisition. By requesting any "OneScreen Audience Acquisition Services" in connection with your Media Graph account, you acknowledge that the requested services will be subject to additional terms and conditions (including costs, notices, and selection of Third Party Services and Products providers) as you and OneScreen shall further agree to in writing.

2.9. OneScreen Fees.

2.9.1. Platform Fees. With respect to the licenses granted to you to the Media Graph platform and service features, OneScreen shall be entitled to a fee which is the greater of: (a) twenty percent (20%) of gross Ads Revenue; or (b) a $1 CPM on all reported and billable Ads impressions, from each Transaction. If your Transactions are not Ads-supported, OneScreen's platform fee is twenty-percent (20%) of any license fee charged for Content from each Transaction.

2.9.2. Ads Fees. With respect to any Ads which OneScreen provides to you in any Transaction, you agree that OneScreen shall be entitled to a fee of twenty percent (20%) of the gross Ads Revenue received for such Ads.

2.9.3. Sponsored Accounts. If your account on the Media Graph is sponsored by another Member (a "Sponsor"), or you choose to act as a Sponsor of another Member's account, the Sponsor shall be responsible for the payment of all fees due to OneScreen associated with such account for these Media Graph Services. You acknowledge and agree however that the owner of a sponsored account will remain obligated for any OneScreen fees in the event of a Sponsor's non-payment for such account.

2.9.4. Note. All OneScreen Fees are exclusive of any and all payments due (i.e. Ads Revenue shares or license fees) to any other party to your Transactions.

3. IPTV Development Service Terms.

3.1. Work Order Forms. You must approve the design, specifications, and timetables for delivery and/or testing of an application in writing in a "Work Order Form". OneScreen will only develop applications and perform any associated services pursuant to a validly executed Work Order Form. Notwithstanding any feature, specification, or other functionality which you may request in any Work Order Form, you acknowledge and agree that OneScreen may only develop an application according to your requests to the extent that such requests are commercially and reasonably capable and practicable of implementation based upon the limitations of any underlying technology, software, and/or functionalities of any platform and/or device upon which an application is intended to operate upon.

3.2. Open Source Software. You acknowledge and agree that OneScreen Content used in the OneScreen Services may include Open Source Materials. "Open Source Materials" shall mean any computer code, programs, procedures, mechanisms, or programming devices designated as "open source software" and/or distributed under any license approved by the Open Source Initiative as set forth in www.opensource.org or similar licensing or distribution terms. By engaging this OneScreen Service, you consent to the use of Open Source Materials which are strictly necessary in the performance thereof based upon the underlying technology, software, and/or functionalities of the platform and/or device upon which an application is intended to operate upon, as may be further described in each Work Order Form.