Terms of Use

1. LOVEFiLM API Terms of Use

1.1 Our API (the "LOVEFiLM API"), is owned and operated by LOVEFiLM UK Limited, trading as LOVEFiLM. References to "we", "us" or "our" are references to LOVEFiLM. We are a company registered in England and Wales (company number 6528297) and our email address for correspondence on the LOVEFiLM API is api@lovefilm.com. You as an individual or, if applicable, you on behalf of any company you represent (individually or collectively, "you") accept and agree to be bound by the Terms of Use in your use of the LOVEFiLM API.

1.2 Your use of the LOVEFiLM API is at all times subject to these Terms of Use which are deemed to incorporate by reference the following documents:

 

each of which you should read together with these Terms of Use. If there is any conflict between these Terms of Use and any of the documents incorporated into these Terms of Use as above, these Terms of Use shall take precedence in respect of any use of the LOVEFiLM API made by you. The Terms of Use form a legally binding contract between you and us. If you do not agree to these Terms of Use you must not use the LOVEFiLM API.

1.3 LOVEFiLM reserves the right, with written notice to you (which may be by posting on the LOVEFiLM API developer forum or by email), to change these Terms of Use, from time to time, at our sole and absolute discretion. The Terms of Use applicable to your access to and use of the LOVEFiLM API will be the version that is current and displayed on this URL as at each date you access this website or use the LOVEFiLM API (as applicable). Your use of the LOVEFiLM API after changes are made means that you agree to be bound by such changes. If you disagree with the changes to the Terms of Use you must immediately discontinue your use of the API.

2. LOVEFiLM API Suite, Restrictions and Licences

2.1 The LOVEFiLM API. The LOVEFiLM API Programme consists of a suite of APIs, and associated tools and documentation that allow you to create software applications or widgets (each an “Application”).

2.2 Data. The LOVEFiLM API will allow you to access, store and use certain content and data as released by LOVEFiLM from time to time (“Data”), including information about our catalogue, movies and television shows, anonymised versions of LOVEFiLM members’ ratings and reviews, in each case subject to the limitations and conditions set out in these Terms of Use.

2.3 Modifications to the LOVEFiLM API and the Data. LOVEFiLM reserves the right at any time and without notice to: (i) release new versions of the LOVEFiLM API and the Data; (ii) require you to obtain and use the most recent version and discontinue using previous LOVEFiLM API and Data versions; (iii) extend or reduce the volume of, or deprecate any feature of, the LOVEFiLM API and the Data; (iv) include advertising or any other materials in any portion of the LOVEFiLM API and the Data; and (v) charge for your use of any currently freely available LOVEFiLM API and the Data in the future.

2.4 LOVEFiLM API and Data Availability. The LOVEFiLM API and the Data is made available for the creation of Applications to be available to end users anywhere in the world, however, you accept that certain functionality of the LOVEFiLM websites shall only be available to users of LOVEFiLM’s services in the territories in which those services are offered. You must create a developer account to obtain the LOVEFiLM API and the Data. Each account may only be established with one email address. LOVEFiLM may, without liability to you and in its sole discretion, refuse to permit your use of the LOVEFiLM API and the Data with a particular Application. To access your account you will be issued with a unique security key or other credentials (collectively, “API Keys”). You must only access your account with the API Key issued to you by LOVEFiLM and you accept that access may not always be available. You are fully responsible for (i) maintaining the secrecy and security of your API Keys; (ii) all activities that occur using your API Keys (whether such activities are undertaken by you or a third party); and (iii) maintaining up-to-date and accurate information as we require for your account as set out in the LOVEFiLM API developer registration page. If you do not comply with any of your responsibilities it may jeopardize your continued access to the LOVEFiLM API and the Data. You may not sell, transfer, sublicense or otherwise dispose of or disclose your API Keys to any other party. You may only use your API Key for the Application that you applied for.

2.5 Your Use of the LOVEFiLM API and the Data. You agree that LOVEFiLM may as it deems appropriate in its sole discretion from time to time: (i) limit anything about the LOVEFiLM API and the Data it accesses, including the number of API calls that your Application may make, the maximum number of requests per second, maximum number of requests per day or the specific areas of the LOVEFiLM API that may be accessed. The usage limitations can be found in the LOVEFiLM API Welcome Page; (ii) use technical means to disable use of the LOVEFiLM API and the Data by an Application or prevent any overusage; (iii) access your Application and/or other materials related to your use of the LOVEFiLM API and the Data to verify your compliance with these Terms of Use; and (iv) monitor online Applications (including by crawling) and you agree not to interfere with or block such efforts.

2.6 Appropriate Use of the LOVEFiLM API and the Data. You agree: (i) you are responsible for your own conduct and, if applicable, that of your organisations’ directors, officers, agents, contractors, partners and employees while using the LOVEFiLM API and the Data and for the consequences of such use; (ii) to use the LOVEFiLM API, the LOVEFiLM services and the Data only for legitimate purposes and in accordance with all local and international laws and regulations, including all applicable intellectual property and data protection laws, these Terms of Use and any applicable LOVEFiLM policies or guidelines from time to time; and (iii) at all times in your use of the LOVEFiLM API and the Data to obtain all necessary licences and permissions.

2.7 Further Restrictions. When using the LOVEFiLM API and the Data, you will not nor permit any users of your Application or other third parties to: (i) interfere with or disrupt LOVEFiLM services or servers or networks connected to LOVEFiLM services; (ii) prevent other users from using in full the LOVEFiLM services; (iii) circumvent or modify any API Keys or other security mechanism employed by LOVEFiLM or the LOVEFiLM API; (iv) obtain or seek to obtain access to sign-in names, passwords or other authentication credentials for LOVEFiLM other than via the LOVEFiLM API or otherwise create false or automated user accounts; (v) obtain unauthorised access to the LOVEFiLM service or LOVEFiLM API; (vi) alter, remove or falsify any author attributions or legal or proprietary notices; (vii) seek to imply and affiliation, sponsorship or endorsement of you or your Application by LOVEFiLM where no such circumstances exist; (viii) enable any other person to act or seek to act in breach of the LOVEFiLM Privacy Policy including any collection of user information for unauthorised purposes; (ix) copy, scrape, download, transmit, retrieve or index, in any form or by any means, any part of the LOVEFiLM services, content or any other material or data other than that contained in the Data posted as part of your Application; (x) permit or fail to prevent the inclusion or distribution of any viruses, worms, defects, Trojan horses, or any other items of a destructive nature; and (xi) upload, post, email or transmit or otherwise make available:

  • any (in LOVEFiLM’s sole view) inappropriate, defamatory, infringing, obscene, or unlawful content; or
  • any content that infringes or is likely to infringe any patent, trade mark, copyright, trade secret or other proprietary right of any party; or
  • messages that promote chain letters, pyramid schemes, or any other form of promotional communication; or
  • anything else prohibited by law, regulation or industry codes relating to advertising, marketing or promotions.

 

2.8 Commercial Use. The LOVEFiLM API is made available without charge to you to so that you can create great Applications. In receiving access to the LOVEFiLM API you agree that: (i) any commercial use is subject always to any limitations or conditions as advised to you by LOVEFiLM at any time; (ii) you shall not create Applications that are in any way competitive with or otherwise detrimental to LOVEFiLM or its licensors, licensees, affiliates, partners or shareholders; (iii) you shall not modify, obscure or delete in your Application any advertising or any other similar materials included by LOVEFiLM in the LOVEFiLM API; and (iv) your Applications must not use Data other than for the benefit of LOVEFiLM’s members.

2.9 Display of Data. You may not: (i) omit, modify or obscure the text, images, artwork, logos, copyright or similar notices or other aspect of any Data other than to re-size graphic images while maintaining the image’s relative proportions; (ii) with respect to textual Data received from the LOVEFiLM API you may omit some of the Data offered (e.g., you may choose to display some of titles, synopses, availability dates, acting credits, etc., without displaying them all) so long as you do not alter, modify or edit the Data you choose to display; or (iii) except where your Application is not web-enabled, modify, obscure or otherwise disable the functioning of links to LOVEFiLM or third-party applications or websites provided within Data. If your display of the Data is unacceptable to LOVEFiLM for any reason, including if, in LOVEFiLM’s sole opinion, your display damages or in any other way impairs the value of the Data or any of its contents, LOVEFiLM may require that you immediately change or cease your display of such Data.

2.10 Data and Other Data Retention. If notified by LOVEFiLM, you must delete all Data in your possession or control in any format (including if we notify you that a particular LOVEFiLM user has requested that their information be made inaccessible to your Application, or if we notify you that a particular LOVEFiLM partner has data is to be made inaccessible to your Application at any time) or upon termination of this Agreement or your use of the LOVEFiLM API.

2.11 API Support. LOVEFiLM is not obliged to provide you or users of your Applications with support, software upgrades, enhancements, or modifications to the LOVEFiLM API (“API Support”). If LOVEFiLM provides API Support at any time, such provision shall be subject to the terms of clause 8 below. LOVEFiLM may terminate the provision of any API Support at any time in its sole discretion without notice to you. You agree that you are solely responsible for providing user support and any other technical assistance for your Applications. LOVEFiLM may redirect users and potential users of your Application to your email address on your account for any inquiries about your Application including support questions.

3. Register and Gallery

3.1 LOVEFiLM may maintain a register of developers using the LOVEFiLM API and/or the Applications (“Register”) and may choose to promote some of those Applications in an Application gallery (“Gallery”) but the inclusion of any developer or Application in a Register and/or Gallery is at LOVEFiLM’s sole discretion.

3.2 LOVEFiLM may require you to submit your Application for review for inclusion in a Register. If you receive such a request you shall promptly comply and, for such review, waive any fees or subscriptions usually associated with the Application. LOVEFiLM may also ask for additional information about your Application, including its object and/or source code, which LOVEFiLM may use solely for purposes of evaluating it for submission in a Register and/or Gallery.

4. Proprietary Rights

4.1 LOVEFiLM Materials. As between you and LOVEFiLM, LOVEFiLM or its licensors retain all right, title and interest, including without limitation all intellectual property rights, in and to: (i) the LOVEFiLM API and any and all components and elements of it; (ii) the Data; (iii) all trade names, trade marks, service marks, logos, copyright notices, domain names, and other distinctive brands of LOVEFiLM (together the “LOVEFiLM Brands”); and (iv) any suggestions, comments, improvements, ideas or other feedback about LOVEFiLM’s services, the Data, the LOVEFiLM API, or any applications LOVEFiLM may be developing (“Ideas”). If you elect to provide LOVEFiLM with any Ideas you assign all right, title and interest in and to such Ideas to us, and acknowledge that we will be entitled to use, implement and exploit any such Ideas in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account. Together (i), (ii), (iii) and (iv) above shall constitute the “LOVEFiLM Materials”.

4.2 Further Assurance. At any time you agree to take such actions or procure the doing of such actions, including, without limitation, execution of affidavits or other documents, as LOVEFiLM may reasonably request to effect, perfect or confirm LOVEFiLM’s rights to the LOVEFiLM Materials.

4.3 LOVEFiLM Licences. Subject to the terms and conditions set out in, and during the term of, these Terms of Use, LOVEFiLM grants you a limited, non-exclusive, revocable, non-sub licensable and non-transferable licence to: (i) access and use the LOVEFiLM API solely to develop, test, display, distribute and execute your Application; (ii) access, display, edit, modify, adapt, publish, distribute or otherwise communicate in your Application the Data provided by LOVEFiLM; (iii) allow others to access your Application; (iv) display the LOVEFiLM API trade mark and logo as identified in the LOVEFiLM branding guidelines (the “LOVEFiLM API Marks”) in accordance with these Terms of Use as part of the Data, for attributing the Data as from LOVEFiLM and for the purpose of promoting or advertising that you use the LOVEFiLM API and in your resulting Application.

4.4 LOVEFiLM Licence Restrictions. You are not authorised to use the LOVEFiLM API, Data or LOVEFiLM API Marks for any purpose other than your Application. You shall not acquire any right, title, or interest in or to the LOVEFiLM Materials except as expressly set forth in these Terms of Use. Save to the extent permitted by English law, you will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the LOVEFiLM service, including, without limitation, the LOVEFiLM API, or any aspect or portion thereof, including without limitation, source code and algorithms. You must not impose or apply any digital rights management technology to or on the Data or the Data as incorporated in an Application where such technology alters or restricts the terms of the licence or any rights granted under it, or has the effect or intent of restricting the ability to exercise those rights.

4.5 LOVEFiLM Brands Restrictions. All use by you of LOVEFiLM Brands (including any goodwill associated therewith) shall inure to the benefit of LOVEFiLM. In using the LOVEFiLM API Marks pursuant to clause 4.3, you must comply with any branding guidelines issued by LOVEFiLM from time to time and you must not use or display a LOVEFiLM API Mark: (i) to suggest editorial content or data has been authored by, or represents the views or opinions of LOVEFiLM or LOVEFiLM personnel; (ii) to imply a relationship or affiliation with, sponsorship, or endorsement by LOVEFiLM, other than your involvement in the LOVEFiLM API; (iii) as the largest or most prominent brand in your Application; (iv) in a way that tarnishes, dilutes or otherwise impairs the LOVEFiLM Brands; (v) to promote another service substantially similar in whole or in part to LOVEFiLM; (vi) on or in connection with your Application or website if it violates any law or regulation or contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol; (vii) in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to LOVEFiLM; or (viii) in any way that removes, obscures, distorts or alters any element of a LOVEFiLM Brand. Upon LOVEFiLM’s request you shall immediately delete or amend any use by you of the LOVEFiLM Brands that in LOVEFiLM’s sole opinion breaches the above restrictions or does not comply with the LOVEFiLM branding guidelines.

4.6 Protection of the LOVEFiLM Brand. At no time during or after the term of the agreement under these Terms of Use shall you challenge, procure or assist any challenge to the LOVEFiLM Brands (except to the extent such restriction is prohibited by law) or their registration by LOVEFiLM, nor shall you attempt to register any trade names, trade marks, service marks, logos, or brands (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to LOVEFiLM Brands.

4.7 Licences from You. During the term of the agreement under these Terms of Use you hereby grant to LOVEFiLM a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and licence to: (i) use, display, reproduce, perform, promote, display and distribute your Application and its content; (ii) link to and direct users to your Application; (iii) sublicense the rights listed in (i) to our affiliates, partners or any other third parties; (iv) display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application in accordance with these Terms of Use; and (v) host, link to, and otherwise incorporate your Application into the LOVEFiLM service through a Register, a Gallery or other means.

4.8 Your Warranty, Ownership and Licence Grants. You represent and warrant that: (i) your Application and its content is your original work or was obtained or licensed legally; and (ii) our and any of our sublicensees’ use of your Application and its content as permitted by the licence in clause 4.7 above will not violate any third party’s rights. LOVEFiLM claims no ownership or control over your Application or the content sent, posted or displayed through your Application, except to the extent your Application and its content contains LOVEFiLM Materials.

4.9 LOVEFiLM Activities. Nothing in this Agreement will be construed as restricting or preventing LOVEFiLM from creating and fully exploiting any other applications or other items, whether similar to or competing with your Application or otherwise, without any obligation to you.

5. Publicity

You may promote your Application, through conversation and correspondence with traditional and online media and through users of your Application. You must only promote your Application truthfully and without implying that your Application is endorsed or created by or in conjunction with LOVEFiLM. You may not issue any formal press release via traditional or online media without LOVEFiLM’s prior consent. LOVEFiLM reserves the right to issue publicity and promotional materials mentioning and/or describing your Application without your consent.

6. Personal Data Protection.

6.1 Privacy Policy. LOVEFiLM may collect personal information about you through and in connection with your use of the API. All information that we collect about users and developers is subject to the LOVEFiLM Privacy Policy at http://www.lovefilm.com/info/privacypolicy.html which is deemed to be incorporated by reference into these Terms of Use.

6.2 Compliance with laws. You will comply at all times with all laws and regulations relating to the protection of personal data, including but not limited to the Data Protection Act of 1998. If you obtain information from users of your Application, you must maintain at all times a privacy policy which provides at least as much protection to personal data as the LOVEFiLM Privacy Policy as amended and updated by LOVEFiLM from time to time. Your collection, use and storage of personal data must act at all times be in accordance with your privacy policy. Your privacy policy must be made available to all Application users, at least through a link, at the time their personal data is submitted to you.

6.3 Usernames and passwords. You must not request, view, record, access or cache usernames or passwords to accounts of any LOVEFiLM members, customer or users. However, you may ask for email addresses from users of your Application to communicate with those users about the Application.

7. Indemnity

You agree to indemnify and hold the LOVEFiLM, its shareholders, subsidiaries and affiliates, and each of their respective directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees, arising from or in any way related to: (i) any breach by you of these Terms of Use; (ii) any violation by you of any applicable laws or the rights of any third party; or (iii) your use of any LOVEFiLM Materials other than as permitted by LOVEFiLM.

8. Disclaimer of Warranties and Limitations on Liability

8.1 Nothing in this clause 8 (Disclaimer of Warranties and Limitations on Liability) or otherwise in these Terms of Use shall exclude or in any way limit LOVEFiLM's liability for: (i) fraud; (ii) death or personal injury caused by its negligence (including negligence as defined in s.1 Unfair Contract Terms Act 1977); or (iii) liability to the extent the same may not be excluded or limited as a matter of law.

8.2 To the fullest extent permitted by applicable law, you acknowledge and agree that your use of the LOVEFiLM API and the LOVEFiLM Materials is at your sole risk. The LOVEFiLM API and the LOVEFiLM Materials are provided "as is" and on an "as available" basis. Subject to clause 8.1, we assume no liability or responsibility for any errors or omissions in the content of the LOVEFiLM API or the LOVEFiLM Materials nor any failures, delays or interruptions in accessing the LOVEFiLM API or LOVEFiLM Materials. Subject to clause 8.1, LOVEFiLM makes no representations or warranties of any kind with respect to the LOVEFiLM API and the LOVEFiLM Materials, including that the LOVEFiLM API and the LOVEFiLM Materials: (i) are accurate, complete, reliable or current; (ii) will be uninterrupted, timely, secure, or error-free, or have any errors corrected; or (iii) will meet your requirements or expectations.

8.3 Subject to clause 8.1, and to the fullest extent permitted by applicable law in no event shall LOVEFiLM nor any of its shareholders, subsidiaries and affiliates, nor any of their respective directors, officers, agents, contractors, partners and/or employees, be liable (jointly or severally), to you or any third party for any losses of any kind arising under or in relation to your use of the LOVEFiLM API and the LOVEFiLM Materials, including but not limited to: (i) any special, incidental, indirect or consequential damages of any kind; or (ii) any damages whatsoever resulting from: (a) loss of use; (b) loss of business; (c) loss of contracts; (d) loss of anticipated savings; (e) loss of revenue; (f) loss of goodwill; (g) loss of profits; or (h) any loss or corruption of data or damage to computer systems, whether or not advised of the possibility of such damage, whether or not such losses or damages arise directly or indirectly or under any theory of liability, and even if either party was aware of the possibility of such loss or damage. If any applicable authority holds any part of this clause 8.3 to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.

8.4 Subject to clauses 8.1, 8.2 and 8.3 and to the fullest extent permitted by applicable law LOVEFiLM shall not be liable to you, (whether in contract, tort, (including negligence), breach of statutory duty or otherwise), for any losses of any kind arising out of or in connection directly or indirectly with your use of the LOVEFiLM API or any LOVEFiLM Materials.

9. Confidential Information

9.1 "LOVEFiLM Confidential Information” means any information of or relating to LOVEFiLM and/or its shareholders, subsidiaries, affiliates, and its and their respective officers, agents, and employees, advertisers or partners that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by LOVEFiLM or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding LOVEFiLM’s API and LOVEFiLM's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities.

9.2 All LOVEFiLM Confidential Information remains the property of LOVEFiLM. No licence or other right in any LOVEFiLM Confidential Information is granted to you under these Terms of Use. If you are a corporate entity, you will limit your internal distribution of LOVEFiLM Confidential Information to your employees and agents who have a need to know, and will ensure that such distribution is so limited. You will not disclose any LOVEFiLM Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of the agreement set out in these Terms of Use. You will not use any LOVEFiLM Confidential Information for the benefit of anyone other than LOVEFiLM. Upon LOVEFiLM's written request, you will destroy or return to LOVEFiLM all LOVEFiLM Confidential Information in your possession or under your control.

9.3 This clause 9 shall survive the termination of the agreement set out in these Terms of Use.

10. Release and Waiver

To the fullest extent permitted by applicable law, you hereby release and waive all claims against LOVEFiLM and its shareholders, subsidiaries, affiliates, and its and their respective officers, agents, and employees, advertisers or partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including legal costs and expenses) of every kind and nature, arising from or in any way related to your use of the LOVEFiLM Materials.

11. Term and Termination

11.1 Term. The term of the Terms of Use shall start on the date on which you agree to the Terms of Use (as evidenced solely by LOVEFiLM’s server logs) and shall continue in force, as modified from time to time, until terminated in accordance with this clause 11.

11.2 Your Termination. You may with or without cause terminate the agreement under these Terms of Use, at any time, by email to LOVEFiLM at api@lovefilm.com.

11.3 LOVEFiLM Termination. You acknowledge and agree that LOVEFiLM may at any time in its sole discretion, without liability and with or without cause terminate the agreement under these Terms of Use and/or terminate, restrict, block, change, suspend or discontinue your all or any aspect of your access to the all or part of each of the LOVEFiLM API or the Data.

11.4 Termination Liability. For the avoidance of doubt, neither party shall be liable to the other party for damages of any sort resulting exclusively from terminating these Terms.

11.5 Effect of Termination. Upon any termination of the Terms of Use for any reason: (i) the rights granted to you herein, including all licences to the LOVEFiLM API, the LOVEFiLM Materials, and the LOVEFiLM Brands shall terminate; (ii) you shall immediately cease all use and distribution of your Applications; (iii) you shall as soon as reasonably possible delete all LOVEFiLM Materials in your possession or control; and (iv) upon written request from you, LOVEFiLM shall make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from the LOVEFiLM website, Registry and/or Gallery, as applicable (but LOVEFiLM shall have no other obligation to delete copies of, references to, or links to, your Application). In the event of any termination or expiration of the Terms of Use for any reason, clauses 3.1, 3.4, 3.6, 3.7, 4 and clauses 6 to 12 shall survive termination and will continue to bind you in accordance with the agreement under these Terms of Use.

11.5 Remedies. You acknowledge that your breach of these Terms of Use may cause irreparable harm to LOVEFiLM, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which LOVEFiLM may be legally entitled, LOVEFiLM may make applications for interim relief, including injunctions, in the event of a breach of these Terms of Use by you or any of your officers, employees, consultants or other agents.

12. General Information

12.1 Applicable Law and Forum. The API is controlled by LOVEFiLM UK Limited. Your use of the API is governed by these Terms of Use and construed and enforced in accordance with the laws of England and Wales. Disputes arising from or in connection with your use of the API are subject to the exclusive jurisdiction of the English courts.

12.2 Assignment/Transfer. You agree that we may assign any or all of our rights and/or novate, transfer, sub-contract or delegate any or all of our obligations under these Terms of Use to any third party. These Terms of Use are personal to you and are agreed to by you for your own benefit and not for the benefit of any other third party. Licence to the API and your other rights and/or obligations under these Terms of Use are not transferable and therefore cannot be sold or traded. Further, you may not assign, novate, transfer, sub-contract or otherwise dispose of any or all of your rights and/or obligations under these Terms of Use.

12.3 No Waiver. If we delay exercising or fail to exercise or enforce any right available to us under these Terms of Use, such delay or failure does not constitute a waiver of that right or any other rights under these Terms of Use.

12.4 Variation. In accordance with clause 1.2 we may rescind, waive, assign, release or vary any or all of the provisions in these Terms of Use in any way without your consent or the consent of any third party.

12.5 Force Majeure. We will not be liable to you for any lack of performance, or the unavailability or failure, of the API, or for any failure or delay by us to comply with these Terms of Use, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

12.6 Third Party Beneficiaries. Save as expressly provided in any provision of these Terms of Use which confers a benefits on certain specified third parties as applicable, which you hereby acknowledge and agree shall be directly enforceable by such third parties, nothing in these Terms and Conditions confers on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.

12.7 Severability of Terms. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. References in this clause 12.7 to a provision include part of a provision.

12.8 Entire Agreement. These Terms of Use (including any other terms and conditions or usage rules expressly incorporated into these Terms of Use) constitute the whole agreement between you and LOVEFiLM relating to their subject matter and supersede any prior agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. Neither party has any liability to the other for a representation or statement not set out in these Terms of Use. Nothing in this clause shall limit or exclude any liability for fraud.

12.9 Export Controls. In respect of your use of the APIs, you shall, comply with all applicable export and re-export control laws and regulations,

12.10 Headings and Interpretation. The clause headings in these Terms of Use are for convenience only and have no legal or contractual effect. In these Terms of Use, unless the context requires otherwise: (i) any phrase introduced by the words "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.

version 5 as of 3 years ago by Alasdair McIntyre

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