THIS MEDIA PLAYER LICENSE AGREEMENT (THE “AGREEMENT” OR “LICENSE”) GOVERNS THE UNRULY VIDEO PLAYER AND/OR OTHER RICH MEDIA AD TECHNOLOGY OR SIMILAR APPLICATION (EACH OR BOTH, “UNRULY MEDIA PLAYER”) PROVIDED HEREBY BY UNRULY GROUP LIMITED AND/OR ANY OF ITS AFFILIATES (INDIVIDUALLY AND COLLECTIVELY, “UNRULY”) AND ANY AND ALL UPDATES, UPGRADES, AND MODIFICATIONS THERETO THAT MAY BE PROVIDED. BY INSTALLING OR USING THE UNRULY MEDIA PLAYER, YOU ARE DEEMED TO HAVE AGREED TO, AND ARE OTHERWISE CONSENTING TO BE BOUND BY, THIS AGREEMENT. IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS; IN THAT EVENT, “YOU” AND “YOUR” REFER, INDIVIDUALLY AND COLLECTIVELY, TO BOTH YOU AS A HUMAN USER AND TO THAT BUSINESS WITH WHICH YOU ARE AFFILIATED.
Subject to the terms and conditions of this Agreement, Unruly grants you a nonexclusive, nontransferable, perpetual, revocable, limited license to use the Unruly Media Player on web sites under your ownership and control in order to participate as a “Publisher” in the “Unruly Publisher Network” and display advertising content of Unruly Advertiser Clients in relation to one or more engagements by Unruly. You may permit third party service providers (such as web site hosting providers, freelancers, third party developers and designers, etc.) (“Contractors”) hired by you to use the Unruly Media Player solely to perform services for you. You shall be liable and responsible for any uses of the Unruly Media Player by your Contractors. Without limiting the generality of this Agreement, the term “Unruly Media Player” as may be used herein refers to scripts to be provided by Unruly that are intended to be inserted into the HTML code of web pages within a site, which scripts communicate with Unruly’s or its suppliers’ ad servers and serve relevant video or rich media advertisements determined by Unruly to be transmitted by such servers when called.
The license granted herein is conditioned upon you using the Unruly Media Player solely as embedded within the HTML code of any pages on the Publisher’s Site(s) solely in connection with display of Unruly’s advertising client’s video and rich media advertisements, to be rendered on the page from such HTML by industry-standard browser software. You agree not to (i) use the Unruly Media Player except to display video advertising, rich media or related content provided by Unruly and Unruly’s advertising clients solely in connection with your participation in the Unruly Publisher Network; (ii) modify, adapt, or create derivative works of the Unruly Media Player; (iii) rent, lease, loan, resell, transfer, sublicense (including but not limited to offering any of the functionality of the Unruly Media Player on a service provider, hosted or time sharing basis) or otherwise make the Unruly Media Player available to any third party (other than Contractors as expressly provided above); (iv) decompile, disassemble or reverse-engineer the Unruly Media Player or otherwise attempt to derive the Unruly Media Player source code; or (v) authorize any third parties to do any of the above.
Unruly and its licensors own all worldwide right, title and interest in and to the Unruly Media Player, including all worldwide intellectual property rights therein, and Unruly and/or its advertising clients own all worldwide right, title and interest in and to any content displayed at any time in the Unruly Media Player. Nothing herein grants to you any rights to any video advertising, rich media or other content which the Unruly Media Player may be used to display and view. You will not delete or in any manner alter any copyright, trademark, and other proprietary rights notices, if any, appearing in or on the Unruly Media Player. No ownership rights are claimed herein by Unruly in your site or other Unruly-approved environment in which the Unruly Media Player may be embedded or displayed or featured.
THE UNRULY MEDIA PLAYER IS PROVIDED “AS IS, WHERE IS” AND UNRULY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Unruly does not warrant (i) that the Unruly Media Player will meet your requirements or otherwise serve the purposes intended by you, (ii) that the Unruly Media Player will operate on all web sites or mobile or Internet-connected environments, or (iii) that the operation of the Unruly Media Player will be error free or uninterrupted or that any errors will be corrected. Unruly shall have no obligation or liability of any type whatsoever to correct errors or provided any updates, upgrades or modifications to the Unruly Media Player, including without limitation in the event of any changes to third party operating systems, browsers and/or other technologies even if the Unruly Media Player may depend upon the same in order to function.
UNRULY’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED 100 POUNDS. IN NO EVENT WILL UNRULY BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE ADVERTISING OR TECHNOLOGY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE UNRULY MEDIA PLAYER, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UNRULY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Subject to your obligations as a Publisher to fulfill any placement commitments or provide adequate notice of terminating your participation in the Unruly Publisher Network or any Unruly’s advertising client’s campaign, this Agreement will be deemed terminated at any time you cease to use all copies of the Unruly Media Player and certify to Unruly in a written statement signed by an authorized representative of your business that all copies of the Unruly Media Player have been taken down from site(s) owned or under your control. Unruly may terminate this Agreement (and your license rights) upon written notice to you at any time with or without cause. If such termination by Unruly is due to a breach by you of this Agreement, you will have a reasonable period of time, as stated in such notice, to cure such breach. Upon any effective termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and you agree to immediately cease using all copies of the Unruly Media Player in your possession or control. Unruly will have no obligation to reimburse, pay or refund any fees, costs or other amounts that may have been incurred by or received from, or may be owing to, you at any time. All provisions of this Agreement related to disclaimers of warranties, limitation of liability, remedies, damages, or Unruly’s proprietary rights shall survive termination.
This Agreement shall be governed by and construed in accordance with the laws of England, without giving effect to the principles of conflict of law. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that no prior consent is required to assign this Agreement in connection with an internal reorganization or a sale of the business with which this Agreement is associated; any attempt to assign this Agreement other than as permitted above will be null and void. There are no third party beneficiaries.