The JW Player and JW Platform provide the ability to manage, stream, host, monetize and embed video content to desktop and mobile devices. Please read these Terms of Service carefully before any Use of the Products. Publisher’s Use constitutes an unconditional agreement to be bound by these Terms of Service. IF PUBLISHER DOES NOT ACCEPT THE TERMS PUBLISHER IS PROHIBITED FROM USING THE PRODUCTS. The Products are available in different Editions, including free and paid options. Certain rights, obligations and restrictions vary based on the Edition Publisher Uses. Unless otherwise stated, terms apply to all Editions.
Products may be provided as cloud-hosted software as a service (SaaS) or Publisher-hosted downloadable software. Publisher’s rights and licenses to Use Products are limited to the Editions for which it has signed-up, 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. These Terms of Service do not cover previous versions of the Products, all of which are subject to other agreements. All rights and licenses not expressly granted by these Terms of Service are reserved by the Company.
Publishers whose Use of the Products exceeds the Licensed Maximum for their Edition or Price Tier, as set forth in the License Grant section below, who have not paid any required Fee, or who fail to abide by these Terms of Service are not eligible to use the Products. Publishers who wish to exceed their Licensed Maximum must upgrade to a higher Edition or Price Tier, as applicable. Publisher may have only one Free Edition account each for JW Player and the Dashboard services. If you would like to be authorized for a Licensed Maximum above that which is offered through the Dashboard or www.jwplayer.com/pricing/, would like to use the JW Platform or would like more information about enhanced enterprise licenses, please contact us at www.jwplayer.com/contact-us/enterprise orsales (at) jwplayer.com.
Subject to the terms and conditions of these Terms of Service and Publisher’s observance thereof, the Company hereby grants to Publisher and Publisher hereby accepts a non-exclusive, non-transferable, non-sublicensable, limited right and license to, use, access, integrate and install the Licensed Programs in all media and all supported formats. The licenses granted hereunder shall be solely for Publisher’s own use and shall not exceed the applicable Licensed Maximum for the relevant Edition or Price Tier set forth at www.jwplayer.com/pricing or on an Order Form. By uploading Content, Publisher agrees to and hereby does grant, and does represent and warrant that it has the right to grant, the Company a royalty-free, fully paid up, worldwide license to use the Content in connection with the operation and provision of the Products.
To Use any of the Products Publisher must create a username and password and provide an accurate e-mail address. Users of non-free Editions of the Products must also provide an accurate name and mailing address. Publisher may not: (i) enter, select or use a false name, address or email address, (ii) use a name, address or email owned or controlled by another person with the intent to impersonate that person or (iii) provide an email address subject to any rights of a person other than Publisher without appropriate authorization. The Company reserves the right to refuse registration or cancel any account in its sole discretion. Publisher shall be responsible for maintaining the confidentiality of its password and is fully responsible and liable for all activities that occur on its account. Publisher agrees to (iv) immediately notify the Company of any unauthorized use of Publisher’s username or password or other breach of security, and (v) ensure that Publisher exits from its account at the end of each session.
Publishers who have not purchased an Ads / Enterprise Edition are strictly prohibited from using the Products in any manner to display advertisements. Such prohibition includes but is not limited to (i) the making or use of any Adaptation that enables any type of advertisement to be shown in, on or around (such as a skin) the Products, (ii) interoperation of the Products with any software that serves advertisements, and (iii) adding advertisements to a playlist. Publishers who have purchased an Ads / Enterprise Edition are permitted to use the Products to display advertisements, subject to compliance with all terms of these Terms of Service and any Advertising Impression limitations set forth on an applicable Order Form.
Except as specifically set forth herein, Publisher shall not Distribute, relicense, 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 will automatically terminate Publisher’s rights under these Terms of Service. Notwithstanding the foregoing, Publisher may duplicate the Licensed Programs and its own permitted Adaptations solely for its own use, provided, all copyright notices, disclaimers, and other identifications on the Licensed Program must also be duplicated and displayed on any copies thereof.
Publisher shall be permitted to make Adaptations reasonably necessary for the purpose of exercising its rights under these Terms of Service, such as Adaptations to integrate the Products into Publisher’s websites or other properties. All Adaptations created by Publisher are strictly for its own Use and Publisher is prohibited from Distributing any Adaptation it creates. The Company reserves the right to prohibit the Use of any Adaptation in its sole discretion.
In order to ensure maximum performance and protect the experience of all users, use of the JW Platform API (presently accessed via api.jwplatform.com) is subject to a Licensed Maximum of one thousand (1000) API requests per hour, applied on a sliding 1-hour window unless otherwise specifically authorized by the Company. In addition to any other remedies provided by these Terms of Service, the Company reserves the right to immediately suspend, terminate, block and/or blacklist accounts that exceed the Licensed Maximum API rate. For the avoidance of doubt, this Licensed Maximum does not apply to media delivered from the JW Platform’s content delivery system.
These Terms of Service shall become effective on the earliest date a Product is Used by Publisher, and shall remain effective until terminated pursuant to this Section. These Terms of Service are subject to termination by the Company immediately if (a) Publisher fails to timely pay a Fee or provide a valid credit or debit card for such payment, (b) Publisher violates any term of these Terms of Service, (c) the Company has a reasonable basis to believe that Publisher is not abiding by the spirit of these Terms of Service, (d) Publisher becomes insolvent, declares bankruptcy or a receiver or trustee is appointed for Publisher, (e) the Company has a reasonable basis to believe that Publisher is impairing the Company’s business, (f) Publisher is or becomes engaged in a business that is directly or indirectly competitive with the Company’s business, or (g) Publisher’s use exceeds the Licensed Maximum permitted for its Edition or Price Tier and Publisher fails to cure any of the foregoing within three (3) days of notice thereof. The Company may also terminate this License for convenience on thirty (30) days notice. In the event of any termination by the Company pursuant to (a) – (g) above, the Company is under no obligation to provide a refund for the Fees received from Publisher or apply such fees to future services. In the event of the Company’s cancellation for convenience, Publisher shall be entitled to request a pro-rata refund of unused pre-paid Fees. In the event Publisher switches to a different Edition, any pre-paid Fee balance shall be applied towards the Fees due for such Edition until exhausted; no refund shall be available for Publishers switching to a Free Edition.
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. 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, Fees and Payment, Publisher Representations and Warranties, Disclaimer, Limitation of Liability, Indemnity, Governing Law, Injunctive Relief, and Waiver of Breach shall also survive.
The Company shall provide reasonable technical support and maintenance for the Products in its sole discretion. Support documentation for the Products is located atwww.jwplayer.com/support. The Company shall have no obligation to provide additional technical support, maintenance, updates or enhancements to the Products. All installation and maintenance of Licensed Programs by Publisher shall be at the sole expense of Publisher. The Company is not responsible for performance issues caused by low-performance end-user computers, low-bandwidth end user Internet connections, periodic network congestion among network providers, and low-bandwidth connectivity from redirected image and video sources, improperly configured campaigns, and low-bandwidth connectivity from any Publisher Content servers. In the event the Company identifies slow performance due to its system, the Company shall use commercially reasonable efforts to restore the Services to acceptable performance levels. Publisher’s sole remedy for any disruption or failure to provide support shall be termination of these Terms of Service and a pro rata refund of the Fee paid by Publisher for the relevant payment period.
The Company is the sole owner of all intellectual property rights pertaining to the Products, including but not limited to copyright, trademark and patent rights and all rights not expressly granted herein are reserved. If Publisher creates an Adaptation, Publisher shall obtain all intellectual property rights in and to the elements of such Adaptation created by Publisher, and the Company shall retain all intellectual property rights in and to any elements of the Licensed Program incorporated in such Adaptation. Publisher is prohibited from creating any Adaptation that in any manner infringes the patents, trademarks, copyrights, trade secret rights or other rights of the Company or any third party. Publisher shall, through its website terms of service and otherwise, prohibit all End Users from modifying, reverse-engineering, or disassembling any part of the Products.
The Company reserves the right to collect information about the Products that Publisher Uses and how they are Used, including but is not limited to Data. Nothing herein shall prohibit the Company’s use of Data to provide, monitor, analyze or market the Products or for its other reasonable business purposes and Publisher grants the Company a non-exclusive, royalty-free right and license to use its Data in connection with the purposes described above.
Publisher must timely pay all Fees due to the Company. The Company reserves the right to modify the Fees in its sole discretion without notice or justification at any time unless Publisher and the Company have entered into a separate agreement or order form governing such Fees. Publisher is prohibited from using the Licensed Program if the Fees due have not been paid. Periodic (monthly or annual) Fees are billed in advance. All Fees are non-refundable except as otherwise provided in these Terms of Service. Publisher shall be responsible to pay all taxes due in connection with the Fees and Publisher’s use of the Products. In order to Use any paid Edition, Publisher must provide the Company with accurate and complete billing information including a valid credit or debit card. Publisher authorizes the Company to charge all Fees incurred to the designated card and acknowledges that periodic (monthly or annual) Fees may be charged automatically and without separate authorization unless otherwise provided on an applicable Order Form. Current Fees are published at www.jwplayer.com/pricing or on an applicable Order Form.
Publisher is strictly prohibited from Use of the Products for any purpose that is prohibited by these Terms of Service. Publisher is solely responsible for any Content or other material that Publisher posts, uploads, submits, Distributes or facilitates Distribution. Prohibited Content includes any Content that (i) infringes any copyright, trademark, patent, trade secret, right of publicity or other right of any person or entity, (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive, tortious, obscene, offensive, vulgar, pornographic, profane, or is otherwise inappropriate as determined by the Company in its sole discretion, (iii) contains any virus, malicious code, Trojan horse, or other program designed, intended or likely to disrupt, damage, limit or interfere with the proper function of any software, hardware ore 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, (iv) encourages illegal activity, or (v) falsely suggests or implies sponsorship or endorsement by the Company. Publisher shall not (vi) interfere or attempt to interfere with the proper operation of the Products or any activities conducted through the Products, (vii) 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, (viii) decipher, decompile, disassemble, reverse engineer, simulate or derive any source code or algorithms from the Products or use any of the foregoing to create any software or service similar to the Products, (ix) create any derivative work or modification of the Products other than Adaptations permitted by these Terms of Service, or (x) license, sublicense, sell, encumber, rent, lease, Distribute, transfer or similarly exploit the Products. The Company may review and delete any Content that, in its sole judgment, violates these Terms or is otherwise objectionable.
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 its Content conforms to the standards set forth in the Section of these Terms of Service titled “Restrictions on Use”, (iv) all information provided during the registration process is true and accurate.
The Company warrants that it will provide Pro, Premium and Ads / Enterprise Editions (but not Free Editions) in a manner consistent with general industry standards reasonably applicable to the provision thereof. The Company does not warrant that the Products will be error-free or that any errors in the Products will be corrected.
EXCEPT AS OTHERWISE PROVIDED AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE PROVIDED, USE OF THE PRODUCTS IS AT PUBLISHER’S OWN RISK AND PUBLISHER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF EXERCISING THE RIGHTS GRANTED UNDER THIS AGREEMENT AND ASSUMES ALL RISKS ASSOCIATED THEREWITH, INCLUDING BUT NOT LIMITED TO THE RISKS AND COSTS OF PROGRAM ERRORS, COMPLIANCE WITH APPLICABLE LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, SUITABILITY FOR HOSTING AND UNAVAILABILITY OR INTERRUPTION.
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 ON ANY LEGAL THEORY (A) FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING LOSS OF REVENUE, PROFITS OR GOODWILL, (B) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, (C) FOR ANY LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USER, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, OR (D) DIRECT DAMAGES 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.
Except as otherwise set forth in these Terms of Service, Publisher will indemnify, defend, and hold harmless the Company 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. Publisher will pay all amounts agreed to in a monetary settlement of the Claims and all Losses that result or arise from the Claims. Notwithstanding the foregoing, Publisher shall have no duty to indemnify or defend the Company from Claims which primarily allege that the Licensed Program, as provided to Publisher by the Company and used in accordance with the terms hereof, infringes the copyright, patent, or trademark rights of a third party.
These Terms of Service shall be subject to the Company’s published DMCA policy, which is incorporated by reference herein and presently available at www.jwplayer.com/dmca.
Each party acknowledges that it may have access to certain confidential information of the other party concerning the other party’s business, plans, customers, technology, and products, and other information held in confidence by the other party (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential. Each party agrees that it will not use Confidential Information of the other party in any way for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, these Terms of Service, nor will it disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary) any of the other party’s Confidential Information and it will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. Upon termination or expiration of these Terms of Service for any reason, each party will return to the other party or destroy, at the other party’s request, all Confidential Information of the other party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.
The parties hereto are independent contractors and nothing herein constitutes or creates an employer-employee, agency, joint venture or representative relationship between the parties.
Publisher agrees and certifies that it will not export or re-export, directly or indirectly, the Products contrary to the laws of the United States or any other country from or to which such export or re-export may occur.
If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of the Terms of Service shall be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of these Terms of Service shall continue in full force and effect.
This License shall be governed by the laws of the State of New York without regard to conflict of laws principles. Any disputes arising under this License shall be heard in the courts located in New York County, New York only and Publisher consents to the exclusive jurisdiction thereof.
Publisher acknowledges and agrees that unauthorized Use of the Products or disclosure of Confidential Information may cause the Company irreparable harm for which its remedies at law may be inadequate. Publisher hereby agrees that the Company will be entitled, in addition to any other remedies available to it at law or in equity, to obtain immediate injunctive relief to prevent such unauthorized actions.
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.
The Company may modify the terms of these Terms of Service at its sole discretion and such modifications shall take effect and be binding on Publisher on the earliest date which they are posted to the Company’s publicly available website or delivered to Publisher via electronic or physical delivery. No one other than the Company has the right to modify or amend these Terms of Service.
No term or provision of these Terms of Service shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Company. Any consent by the Company to, or waiver of, a breach by Publisher whether expressed or implied, shall not constitute consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided by the Company. Last Revised: February 25, 2014