ALPS API TERMS OF USE

ESPN is permitting registered, approved and verified ALPS APP Contest Participants to access ESPN’s ALPS application programming interface (“API”), for the purposes specified in and pursuant to the terms of the Contest Official Rules including without limitation the Portal Terms and these Terms of Use. (Terms capitalized but not defined herein have the meanings set forth in the Contest Official Rules.)

API TERMS OF USE

1. INTRODUCTION

Subject to these API Terms of Use (defined below), ESPN is making available to you certain data and content (collectively, “Content”) through the API, as well as tools and utilities (collectively, “Tools”) for your use to develop free applications, products, services and other offerings (“Apps”). A list of available API Tools can be found elsewhere on the Developer Portal.

These “Terms of Use” or “API Terms of Use” govern your use of the API (and related Content) and Tools and comprise the following: (i) the terms set forth below, (ii) the Terms of Use generally applicable to ESPN digital properties (which can be found here: http://corporate.disney.go.com/corporate/terms.html) and (iii) the other API Documentation, including Contest Official Rules (including the Portal Terms) and related documents. Additional terms applicable to the API (and/or related Content) and/or to specific Tools (including, for example, use requirements and restrictions) can be found alongside the applicable API Content or Tool and constitute Portal Terms (and API Documentation) with respect to the applicable API Content and/or Tool(s) to which they specifically apply. References herein to these “Terms of Use” shall be understood to include, without limitation, the Contest Official Rules, applicable Portal Terms and other applicable documentation, including all applicable terms set forth above. If applicable: In the event of any inconsistency between the terms set forth herein and the terms of use generally applicable to ESPN digital properties, the terms set forth herein control.

By accessing and/or using the API, you are agreeing to these API Terms of Use and all applicable API Documentation. You must meet the Eligibility requirements for the Contest, as set forth in the Official Rules.

ESPN will determine in its sole discretion the API (and related Content) and Tools available in connection with the Contest and will impose certain requirements with respect to the use of ESPN trademarks, logos or other intellectual property or proprietary content (collectively, “ESPN Property”) in Apps that use or access the API, including, for example, whether an App must be ESPN-branded, how ESPN Property must appear in an App, how much Content may be used in an App, and the amount of times particular Content may be displayed in an App. ESPN may change such requirements relating to the ESPN Property at any time and from time to time in its sole discretion.


2. AMENDMENTS

ESPN may amend these API Terms of Use (including by modification, deletion and/or addition of any portion thereof) at any time. We will post a notice of any material amendment on the Contest Portal. Any amendment to these API Terms of Use will be effective thirty (30) calendar days following the posting date, so please review these API Terms of Use periodically to insure that you and your Apps comply with any applicable amendments. As a courtesy, we will also include notice of the change in email notice sent to the then current list of email addresses we have on record for Contest Entrants; however, our failure to do so (or your failure to receive or read such email) will not relieve you of your obligation to comply with any modifications to these API Terms of Use once they become effective.

The most current version of these API Terms of Use and restrictions associated with particular API-related Content and/or Tools can be reviewed at this URL:http://www.espnalps.com/agreements/api-agreement.html. We encourage you to read these terms periodically

3. UPDATES

You understand and agree that ESPN may amend, modify, change, and/or cease distribution or production of the API and/or Tools at any time. You understand that you are not entitled to receive any upgrades, updates, or future versions of the API and/or Tools under this Agreement. ESPN does not warrant or represent that its future updates and revisions will be compatible with the Apps, and ESPN does not warrant that its updates and/or revisions will allow the Apps to be compatible with or without modifications to your App.

4. CREATING APPS

In connection with your participation in the Contest, ESPN has required each participating developer/Entrant to complete a brief registration form including certain information. You represent and warrant that the information contained in that registration form is complete and accurate in all material respects.

Without limiting rules and restrictions specified elsewhere in the documentation applicable to the App, the following rules apply to the App:

- Advertising. No advertising or sponsorship of any kind may appear on or be associated with any App (unless included in the Content made available by ESPN).

- No Charge. All Apps must be offered free of charge to download or otherwise access and may not contain any in-App purchase features.

5. LICENSE

ESPN’s License to You. Subject to the terms and conditions in these API Terms of Use, we grant you a limited, non-exclusive, non-assignable and non-transferable license to use the API (and related Content) and Tools in connection with your Apps. You may not (i) sublicense or transfer the foregoing right to any person or entity, (ii) allow any person or entity to access the API (and related Content) and Tools, or (iii) use or exploit the API (and related Content) and Tools outside of your Apps. In addition, you acknowledge that by virtue of this Agreement you obtain no license or right to any copyright, trademark, tradename or similar intangible owned by ESPN and shall make no use whatsoever (including in publicity for itself) of any of them in connection with the Apps without ESPNs' prior, written consent.

Your License to ESPN. You grant to ESPN a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sublicenseable and transferable (in whole or in part) worldwide license to use, in all means and media now known or hereafter devised, (a) your App, including , without limitation, the right to use, compile, access, load, run, reproduce, modify, create derivative works of, display and perform the App; and (b) the information you provide about yourself, your company and your App in connection with ESPN’s descriptions, marketing or promotion of its API Program, and the Apps developed through it. This license does not give ESPN the right to create commercial products out of your name or likeness, absent your prior written approval.

Acknowledgement. In consideration of your being permitted to participate in the Contest and/or your being given access to the API and other materials on the Developer Portal, you acknowledge and agree that as between you (or any user of your App) and ESPN, all data, scores, reports or other information of any kind that may be provided to ESPN (or any affiliate or licensee) through, by means of, or with the involvement of any App developed by you hereunder shall be the sole and exclusive property of ESPN (or such affiliate or licensee). Your Apps shall contain appropriate and legally sufficient terms of use with respect to the foregoing.

NO PRESS RELEASES. You may not issue any press release or make any public statement about the APIs (and related Content), Tools, the inclusion of any of the foregoing in any Apps (yours or others’) or these API Terms of Use without ESPN’s prior written approval.

6. OBLIGATIONS

The following obligations apply to your use of the APIs (and related Content) and Tools:

a. Security. You agree to access and handle the API (and related Content) and Tools in a secure manner. You will report to ESPN any violations of the security of your systems that access the API or provide access to Content or Tools. ESPN may investigate your compliance with the security measures you have established for your Apps.

b. Use of our Content. You may not change or edit the Content (e.g., modify, augment). You also agree to delete any Content upon ESPN’s request (or if ESPN disables the API (or upon termination, see below)). You agree to configure your Apps to request only Content that is needed by such App. You may not (except with ESPN’s prior written approval): (i) use any Content, or APIs or Tools for any commercial purpose; or (ii) redistribute the Content or Tools except within your Apps.

c. Your Apps; Compliance With Applicable Laws; No Endorsement by ESPN. You agree to maintain your Apps and your systems in accordance with industry standard quality levels. Further, you agree that your Apps will comply with all applicable laws (including, without limitation, privacy laws) of the United States and other countries, as applicable, and you understand that you are solely responsible for ensuring that your Apps comply with such laws. The API (and related Content) and Tools may be protected by copyrights, trademarks, service marks, international treaties, and/or other intellectual property or proprietary rights. You agree to abide by all notices and/or restrictions applicable to the use of the API (and related Content) and Tools. Your Apps shall contain appropriate and legally sufficient terms of use obligating their users with respect to the terms of the Acknowledgement set forth in Section 4, above.

d. Third Party Content. If any third party names, trademarks, logos or other intellectual property or proprietary content in any format (e.g., text, audio, audio-visual) (collectively, “Third Party Content”) are included in your App, you represent that you own or have all necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to use or exploit such Third Party Content in your App. In addition, you may not imply (in your App or otherwise) that any Third Party Content is endorsed by ESPN.

You may not include content, tools or other materials in your App that violate the Rules of Conduct set forth in Section 7 of the Terms of Use generally applicable to ESPN digital properties found here: http://corporate.disney.go.com/corporate/terms.html.


e. API Volume. ESPN will set a “call volume” for its API. You agree to notify ESPN if you believe you need to exceed the expected call volumes.

f. Charges for Accessing the API. Following completion of the Contest, ESPN may charge a fee to access the API (and related Content) or a particular Tool. Any new fee or any change to an existing fee implemented by ESPN would be a material change to these API Terms of Use, for which advance notice would be provided by ESPN in accordance with the Section 2 of these API Terms of Use.

h. Use of the Developer Keys. ESPN will provide a “Developer Key” in connection with your access and use of the APIs. ESPN may grant or remove a Developer Key for any reason in its sole discretion. Developer Keys are personal to you. You are responsible for maintaining the secrecy and security of your Developer Keys. ESPN will provide a link for “Developer Key” retrieval and/or replacement in the event you are unable to remember or use your key. You may not transfer Developer Keys to any other person or entity without ESPN’s prior written approval.

7. ADVERTISING

ESPN may make available to you a Tool or other API that permits you to include ESPN-approved advertising in your Apps. Unless otherwise set forth in the Information Form or on a separate “Advertising Addendum,” you may not include any advertising or sponsorship in your App (unless included in the Content made available by ESPN).

8. OWNERSHIP

As between you and ESPN, ESPN owns all right title and interest in the API (and related Content), Tools and ESPN Property (including, without limitation, ESPN Marks), and these API Terms of Use grant you no right, title, or interest in any intellectual property or other proprietary content owned or licensed by ESPN, including (but not limited to) the APIs, Content, Tools and ESPN Property (including, without limitation, ESPN Marks).

9. INDEPENDENT DEVELOPMENT

You understand and acknowledge that ESPN may be independently creating applications, content and other products or services that may be similar to or competitive with your App, and nothing in these API Terms of Use will be construed as restricting or preventing ESPN from creating and fully exploiting such applications, content and other products or services now or in the future, without any obligation to you.


10. DISCLAIMERS

THE API, CONTENT AND TOOLS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATABILITY AND NONINFRINGEMENT. YOUR USE OF APIs, CONTENT AND TOOLS IS AT YOUR OWN DISCRETION AND RISK. WE DO NOT WARRANT THAT ANY APIs, CONTENT OR TOOLS WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY API (OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE) OR TOOL IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF TOOLS OR ANY CONTENT MADE AVAILABLE THROUGH THE APIs. YOU HEREBY WAIVE ANY CLAIM AGAINST US WITH RESPECT THERETO.


11. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL ESPN BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH USE OF THE APIs, CONTENT OR TOOLS, EVEN IF ESPN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ESPN’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT YOU PAID (IF ANY) FOR ACCESSING OR USING THE APIs (AND RELATED CONTENT) OR TOOLS, OR $100, WHICHEVER IS LESS.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE API TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW .

12. INDEMNIFICATION

You agree to indemnify, defend, and hold ESPN, its parent, subsidiary and affiliated companies, and each of their respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these API Terms of Use or claims arising from your use of the APIs (including, without limitation, any claim that your product violates or infringes upon any trademark, copyright, trade secret, or other intellectual property or proprietary right of any person or entity, or violates the right of publicity or privacy of any person, or defames any person or entity). You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you. To the maximum extent permitted by applicable law, you hereby release and waive all claims against the Indemnified Parties from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising or in any way related to your use of the API (and related Content) and Tools.


13. TERMINATION

ESPN may prevent you from accessing, or terminate your use of, the API (and related Content) or Tool at any time for any reason in its sole discretion, without notice, including for example if ESPN determines your request volume is excessive, that you are misusing an API, Content or Tool, or if ESPN receives a complaint or otherwise becomes aware that you or your App is violating a law or policy or the rights of any person or entity. ESPN may also suspend or cease making the API (and/or related Content) and/or Tools available at any time for any reason in its sole discretion. You may also terminate by ceasing to use any and all of the API (and related Content) and Tools. Upon termination for any reason, you will cease using the API (and related Content) and Tools and take reasonable steps to remove your Apps from all distribution outlets in which they are available.


14. GENERAL PROVISIONS

a. Notwithstanding any provision hereof, for all purposes of the API Terms of Use, you and ESPN shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of ESPN, express or implied, and you shall not attempt to bind ESPN to any contract.

b. These API Terms of Use shall be governed by and construed in accordance with the laws of the State of New York and the laws of the United States, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these API Terms of Use shall be filed, and that venue properly lies, only in state or federal courts located in the borough of Manhattan, New York, New York, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

c. If any provision of these API Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable therefrom and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these API Terms of Use by ESPN shall be deemed a further or continuing waiver of such provision or any other provision, and ESPN’s failure to assert any right or provision under these API Terms of Use shall not constitute a waiver of such right or provision.