Dated August 28, 2009
This addendum (this "Addendum") to the MySpace.com Terms of Use Agreement (as may be modified from time to time, the "MySpace Agreement," located at www.myspace.com/index.cfm?fuseaction=misc.terms), together with the MySpace Agreement, constitute legally binding terms and apply to your use of the MySpaceID Developer Platform (as defined below) and the development software, features and functionality included therein and relating thereto (the "MySpaceID Developer Service"). Any capitalized terms used in this Addendum not otherwise defined will have the meanings assigned to them in the MySpace Agreement. For the avoidance of doubt, the MySpaceID Developer Service is a "MySpace Service" as defined by the MySpace Agreement, and all references to "MySpace Services" in the MySpace Agreement include the MySpaceID Developer Service. In the event of a conflict between this Addendum and the MySpace Agreement, this Addendum will govern with respect to the MySpaceID Developer Service. The term "MySpaceID Developer" refers to a Member that has accessed and/or used the MySpaceID Developer Service. Please read the MySpace Agreement and this Addendum carefully.
You are authorized to use the MySpaceID Developer Service (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations ("Applicable Law"), the MySpace Agreement and this Addendum. By accessing and/or using the MySpaceID Developer Service, you agree to be bound to the terms of the MySpace Agreement and this Addendum. In addition, in consideration for becoming a MySpaceID Developer and/or making use of the MySpaceID Developer Service, you must indicate your acceptance of the MySpace Agreement and this Addendum during the MySpaceID Developer service account creation process. You may be required to download software or content and/or agree to additional terms and conditions in order to use and access the MySpaceID Developer Service. MySpace reserves the right to modify the MySpace Agreement and/or this Addendum at any time and from time to time, and each such modification will be effective upon posting on the MySpace Services. All material modifications will apply prospectively only. Your continued use of the MySpaceID Developer Service following any such modification constitutes your agreement to be bound by and acceptance of the MySpace Agreement and/or this Addendum as so modified. It is therefore important that you review the MySpace Agreement and this Addendum regularly. If you do not agree to be bound by this Addendum and the MySpace Agreement and to follow all Applicable Law, you are required to discontinue use of the MySpaceID Developer Service immediately.
1.1. "Advertising" means advertising, sponsorship or other commercial or promotional content or other content from which revenue or compensation is received.
1.2. "Developer Service" means a service external to MySpace.com provided by a Developer that exchanges data and information with the MySpace Services through the MySpaceID Developer Platform, including, without limitation, Linked Sites and desktop and mobile services integrations and other applications. For avoidance of doubt, a Developer Service is not a MySpace Service.
1.3. "Developer Service Content" means text, files, data, technology, software, code, user interfaces, images, photos, video, sounds, musical works, works of authorship, or any other information or materials that are included in or provided through or in connection with a Developer Service (other than the MySpace Property, the MySpace Content or any other information or materials that may be provided by MySpace from time to time).
1.4. "Linked Site" means a MySpaceID Developer's website that exchanges information with the MySpace Services through the MySpaceID Developer Platform, including without limitation all content contained therein.
1.5. "MDP Content" means User Content, User Information and any other content or data made available through the MySpaceID Developer Platform including, without limitation, any MySpace Feeds.
1.6. "MySpaceID Developer Platform" means the software, features, functionality and supporting materials that enable a MySpaceID Developer to develop services to access and use the MySpace Services, which may enable such MySpaceID Developer services to retrieve certain data and registration information relating to Members ("User Information"), retrieve Content as authorized by MySpace Members, including MySpace Feeds, friend lists and other MySpace Profile information from the MySpace Services ("User Content") or provide Developer Service Content from a Developer Service to MySpace.
1.7. “MySpace Feeds” mean, collectively, the Share Feed and Personal Feed.
1.8. “MySpace Tracking Parameters” mean the tracking parameters provided to you by MySpace upon submission of your Developer Service to MySpace.
1.9. “Personal Feed” means a synopsis of a User’s friends’ actions on the MySpace Services which, subject to such User's election, may be shared with and appear to such User on a Developer Service.
1.10. “Portable Profile” the User Information provided by MySpace and designated as “Portable Profile” at http://wiki.developer.myspace.com/index.php?title=Portable_Contacts_REST_Resources.
1.11. “Share Feed” means a synopsis of a User's actions on the MySpace Services that, subject to such User's consent, may be shared with others and appear on a Developer Service.
To use the MySpaceID Developer Service, you must be a Member and have an active MySpace profile. By your use of the MySpaceID Developer Service, you hereby confirm that you are at least 18 years old, or, if under 18, you have obtained your parent's or legal guardian's permission to use the MySpaceID Developer Service. You must be proficient in English to use the MySpaceID Developer Service. A valid email address must be submitted by each MySpaceID Developer and will be kept on file with MySpace. If your provided email address becomes invalid and you do not provide an updated email address, your access to the MySpaceID Developer Service may be suspended or terminated.
This Addendum shall remain in full force and effect while you are a MySpaceID Developer. You may terminate your MySpaceID Developer status at any time, for any reason, by ceasing to use the MySpaceID Developer Service. MySpace may terminate your MySpaceID Developer status and your access to the MySpaceID Developer Service or may suspend or terminate your participation in the MySpaceID Developer Service or any part thereof, including, without limitation, by suspending or terminating your access to the MySpaceID Developer Platform or refusing to exchange data with, removing or deleting your Developer Service(s) and your Developer Service Content from the MySpace Services, in full or in part, at any time, for any or no reason. If you or MySpace terminate your MySpaceID Developer status and/or your access to the MySpaceID Developer Service and/or the MySpaceID Developer Platform, your rights, if any, to cache or store any MDP Content will immediately terminate without notice, and you will cease any refreshing, caching or storing of the MDP Content; except that you may continue to store a User’s Portable Profile unless such termination was upon MySpace’s determination (made in its sole discretion) that you violated the MySpace Agreement and/or this Addendum or unless you are otherwise directed by such User to delete such User’s Portable Profile. Even after your MySpaceID Developer status and/or access to the MySpaceID Developer Service has terminated, this Addendum and the MySpace Agreement will remain in effect, except that, unless otherwise explicitly stated herein, all rights granted to you hereunder shall immediately terminate without notice. Notwithstanding the foregoing, you understand and agree that MySpace is under no obligation to delete or ask Users to delete your Developer Service Content that has been incorporated into other aspects of the MySpace Services (for example, within MySpace Profiles), and therefore such Developer Service Content may continue to appear and be used indefinitely.
Upon submission of a Developer Service, you will be assigned a unique public and private key pair which you will need to provide to MySpace in order for your Developer Service to access the MySpaceID Developer Service. You are entirely responsible for maintaining the confidentiality of your private key(s). You will not use the public or private key of another MySpaceID Developer at any time or to disclose your private key(s) to any third party. You will notify MySpace immediately if you suspect any unauthorized use of or access to your MySpace Profile, Developer Service(s) or your public or private key(s). You are solely responsible for any and all use of your MySpace Profile and private and public key(s). MySpace, Fox Interactive Media, Inc. ("FIM") and their affiliates are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any Content which you submit in connection with your MySpace Profile or Developer Services.
Developer Service Content which you submit or post to the MySpace Services (i) may not contain any Advertising except as in the context of describing and as contextually relevant to an activity initiated by a User on your Developer Service and (ii) must comply with all rules and restrictions regarding posts and updates to a User’s MySpace Profile and other communications with Users, including without limitation, as set forth in Section 7.10. For the avoidance of doubt, you may not append any Advertisements to otherwise acceptable posts or communications. You may not display Advertising within or overlaying, sold based on the availability of, or targeted based on MDP Content or otherwise provide Advertising in connection with the MDP Content which in any way implies MySpace endorsement or affiliation with such Advertising. You will not, and will not permit any person, directly or indirectly, to provide Advertising in connection with your Developer Service or Developer Service Content that is inconsistent with the MySpace Agreement or this Addendum. Without limiting the generality of the foregoing, you shall block the following types of Advertising (each, an "Abusive Ad") from delivery to your Developer Service and/or Developer Service Content: Advertising (a) for online gambling, online pharmacies, pornographic products or services, alcohol, guns, or tobacco; (b) containing any software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise adversely alter the User experience; and (c) containing any content, work, name, mark, designation, materials, or link that, to a reasonable person (as determined by MySpace in its sole discretion), may be infringing, abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious or in any way contains nudity, sexually explicit or illegal content. Notwithstanding anything to the contrary contained herein, you acknowledge that providing or permitting Advertising to be provided, directly or indirectly, in violation of this Section 5, including, without limitation, failing to block an Abusive Ad will constitute a breach of this Addendum by you and entitle MySpace to all available remedies in law and equity, including, without limitation, special, punitive and exemplary damages and indemnification from you in connection with any third party claim, action or other proceeding arising out of or related to such event. In addition, please note that the failure of a MySpaceID Developer or Developer Service to provide a User with services, product or other value for which the User has paid the MySpaceID Developer may result in immediate and/or permanent suspension of your access to the MySpaceID Developer Service, at MySpace’s sole discretion.
6.1. As between the parties, MySpace retains all right, title and interest, including without limitation all intellectual property rights, in and to (i) the MySpace Services, including without limitation the MySpaceID Developer Platform, including without limitation, any and all content, look and feel, user interfaces, data and metrics in connection therewith, and any derivative works and/or compilations thereof or relating thereto; (ii) MDP Content; and (iii) any feedback you may provide to MySpace in connection with the MySpaceID Developer Service (collectively, "MySpace Property"). You agree to take such actions (including, without limitation, execution of affidavits or other documents) as MySpace may reasonably request to effect, perfect or confirm MySpace's rights in and to the MySpace Property.
6.2. Subject to the terms and conditions of the MySpace Agreement and this Addendum, MySpace grants to you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the MySpaceID Developer Platform solely to develop, test, display, distribute and execute Developer Service(s) and Developer Service Content, allow you to access the MDP Content in accordance with the MySpace Agreement and this Addendum, allow you to make your Developer Service Content available via the MySpace Services and allow other users to access your Developer Service and Developer Service Content; provided that MySpace reserves the right to limit, restrict or prohibit your or other Member access to the MySpaceID Developer Service, including without limitation the MySpaceID Developer Platform and/or all MySpace Services, at any time or over a period of time, with or without notice, in its sole discretion. You will not, and will not permit any person, directly or indirectly, to (i) reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the MySpace Services, including, without limitation, the MySpaceID Developer Platform, or any aspect or portion thereof, including without limitation, source code and algorithms; or (ii) distribute, sell, resell, lease, license, sublicense or transfer or otherwise make the MySpaceID Developer Platform or any MDP Content available to any person or entity other than as expressly provided herein (including by storing your private key or password or MDP Content in any manner which would enable or facilitate access). You will use the MDP Content solely as necessary for the functionality of your Developer Service. For the avoidance of doubt, the licenses granted to you in this Addendum are personal to you and do not extend to your related entities or affiliates.
6.3. As between the parties, you retain all right, title and interest, including without limitation, all intellectual property rights, in and to any Developer Service and Developer Service Content that you create (excluding any MySpace Property and MySpace Content). By creating or displaying a Developer Service or Developer Service Content in connection with the MySpaceID Developer Service, you hereby grant to MySpace a limited, non-exclusive, fully paid and royalty-free, worldwide license (including, without limitation, under any patent related to such Developer Service or Developer Service Content) to link or otherwise redirect Users to such Developer Service and Developer Service Content and to and allow third parties to display Advertising and other Content with and in connection with your Developer Service and Developer Service Content. By submitting, posting or displaying Developer Service Content on or through the MySpace Services, you hereby grant to MySpace a limited, non-exclusive, fully paid and royalty-free, worldwide license (including, without limitation, under any patent related to such Developer Service or Developer Service Content) to (i) to use, copy, sublicense, reformat, modify, delete from, add to, publicly perform, publicly display, reproduce, distribute, execute and store and cache on its servers any Developer Service Content related thereto, including without limitation, the right to link or otherwise redirect Users to, frame or embed such Developer Service Content; and (ii) to and allow third parties to display Advertising and other Content with and in connection with your Developer Service Content. Except as expressly granted herein, neither party grants the other party any intellectual property or other proprietary rights. You hereby release and covenant not to sue MySpace, its subsidiaries, or affiliates, or their respective officers, directors, agents, partners and employees, for any and all damages, liabilities, causes of actions, judgments, and claims pertaining to any materials or intellectual property you develop utilizing, in reliance on or with reference to the MySpaceID Developer Service or which otherwise may arise in connection with your utilization of, reliance on or reference to the MySpaceID Developer Service. In addition, you understand and acknowledge that (i) MySpace and/or FIM may be independently creating services and/or other Content in parallel with and similar to your efforts, and (ii) nothing in this Addendum restricts or prevents MySpace or FIM from creating and fully exploiting any such services and/or Content of MySpace or FIM without any obligation to you.
6.4. You must append the MySpace Tracking Parameters to each link to the MySpace Website included within your Developer Service (but not including API calls through the MySpaceID Developer Service). You must provide a MySpace Button using a Designated MySpace Mark (as defined below) which includes "MySpace" on your Developer Service(s) at the initiation point for your Developer Service. If you display MDP Content related to a User on your MySpaceID Application, you must provide a link to such User's MySpace Profile from such MDP Content. In addition, if you provide a MySpace Feed, status updates or comments from the User’s profile within a Developer Service, you must provide a link back to the original feed event (e.g., photo upload, friend request or new message), status update or comment, as applicable, on the User’s MySpace Profile and if you provide a User’s profile photo within a Developer Service, you must provide a link back to the User’s MySpace Profile from such profile photo.
6.5. Subject to the terms and conditions of the MySpace Agreement and this Addendum, MySpace grants to you a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to access and use the MySpace trademark and logos set forth at http://wiki.developer.myspace.com/index.php?title=MySpaceID_Logo_Kit, (each a "Designated MySpace Mark") on your Developer Service, solely for the purposes of identifying a button to take Users to the User interface of the MySpaceID Developer Service on the MySpace Services (such link a "MySpace Button") from your Developer Service. In the event that MySpace provides a form for such MySpace Button then you must utilize the MySpace provided form of the MySpace Button without deviation. The quality of your use of the Designated MySpace Mark pursuant to this license shall be of a high standard reasonably acceptable to MySpace, and shall be of at least equal quality to such use by MySpace directly. MySpace shall have the right to inspect your use of the Designated MySpace Mark at any time, and to request and approve in advance samples of your proposed use of the Designated MySpace Mark. All use by you of the Designated MySpace Mark pursuant to this license and all goodwill arising therefrom shall inure to the sole and exclusive benefit of MySpace.
7.1. You are solely responsible for your Developer Service(s) and Developer Service Content, and any material or information that you transmit to other Members and for your interactions with other Users, including without limitation, complying with all Applicable Law, the MySpace Agreement and this Addendum and for procuring and maintaining all necessary licenses, permissions and rights for your Developer Service(s).
7.2. MySpace Look and Feel and Affiliation. You and your Developer Service(s) and Developer Service Content will not, and will not permit any person, directly or indirectly, to:
7.3. Third Party Rights. You and your Developer Service(s) and Developer Service Content will not, and will not permit any person, directly or indirectly, to:
7.4. Functionality, User Experience and Security. You and your Developer Service(s) and Developer Service Content will not, and will not permit any person, directly or indirectly, to:
7.5. Use of MDP Data and User Discoverability. You and your Developer Service(s) and Developer Service Content will not, and will not permit any person, directly or indirectly, to:
7.5.1. use the MDP Content other than as it is provided through the MySpaceID Developer Service or edit, add to, delete from, remove hyperlinks from, add hyperlinks to, or otherwise modify MDP Content (including, without limitation, information within a User’s Portable Profile) except that you may allow a User to update such User’s MySpace status or mood in accordance with this Addendum;
7.5.2. display or otherwise provide (i) any User Information to any person other than the User from which such User Information was retrieved ("Originating User"); without the prior consent of the Originating User or (ii) any other information that may compromise the privacy or security of any person, as determined by MySpace in its sole discretion;
7.5.3. display or otherwise provide a User’s Personal Feed to anyone other than such User, even at such User’s election [e.g., you may not display or provide the User with the ability or option to display or otherwise share a User’s friends’ information outside of that User];
7.5.4. display or otherwise provide the comments from a User’s MySpace profile to anyone other than such User, even at such User’s election [e.g., you may not display or provide the User with the ability or option to display or otherwise share the comments made by other people on that User’s profile outside of that User];
7.5.5. filter a MySpace Feed other than by the feed types set forth at http://wiki.developer.myspace.com/index.php?title=Standards_for_Activity_Streams (i.e., you may filter to display only a User’s new message feed and not the User’s photo uploads feed, but may not filter to display only certain new messages within the new message feed);
7.5.6. intentionally suppress any individual items of content within a MySpace Feed for competitive reasons with respect to the MySpace Services (e.g., suppress all feeds related to a certain artist after a music search in order to promote that artist through a competitive service);
7.5.7. access and/or display a User’s MySpace Feed without making such feed relatable and discoverable for use by such User;
7.5.8. display or otherwise share the results of a social graph API call except to the User on whose behalf such call is made;
7.5.9. display any MySpace user identification number associated with a User or a User's friends;
7.5.10. allow a User to obtain personal information for another User, including, without limitation, a User’s real name or email address;
7.5.11. display a User’s visit to or other action on your Developer Service to other User’s unless your privacy policy which is available to the User clearly discloses that you will do so and (1) used MySpaceID to create a profile on your Developer Service or (2) participated in an explicit action, such that such information will only be shared in the context of that action; or
7.5.12. unless otherwise designated in writing by MySpace, directly, or indirectly, proxy or encourage or facilitate the proxy of any MDP Content.
7.6. Caching and Storing. Other than as explicitly designated in writing by MySpace and in accordance with the MySpace policies set forth at http://wiki.developer.myspace.com/index.php?title=Portable_Contacts_REST_Resources, you and your Developer Service and Developer Service Content will not, and will not permit any person, directly or indirectly, to transfer, export, cache, store any or encourage or facilitate the transfer, exportation, caching, storing of any MDP Content or cache MySpace Feeds associated with User Activity occurring over ninety (90) days prior. If caching of MDP Content is permitted, you may not cache any MySpace Feed for more than four (4) hours or any other MDP Content for more than twenty-four (24) hours. If MDP Content is designated so that you may store such content, such content must still be refreshed at least every twenty-four (24) hours until such time as the user to which such content relates has revoked permission to your Developer Service. Notwithstanding the foregoing, you are not obligated to update the static MySpace user identification number provided by MySpace for a User; provided however, that the user identification number for a User must be deleted immediately upon revocation of permission for your Developer Service to access MDP Content in connection with such User.
7.7. Collecting Payment. If your Developer Service collects any payment or account information from Users you must comply with the then-current rules and regulations of all payment networks you use and the Payment Card Industry Data Security Standards available at http://www.pcicomplianceguide.org/pci-basics.html. Such collection of payment or account information may not occur on a MySpace Profile or any page within the MySpace Website. In addition, you must clearly and conspicuously disclose that any such collection is directly by you, and not by MySpace or FIM.
7.8. Age Restrictions. Developer Services must use the MySpace age restriction controls which will key off a User's MySpace registered age to confirm a User is of the applicable age to view any restricted content (e.g., dating services are restricted to 18+ and alcohol services are restricted to 21+).
7.9. Customer Service. Customer service is a very important part of your responsibilities as a MySpaceID Developer. Note that repeat User complaints and/or failure to adhere to these requirements may result in immediate and/or permanent suspension of your access to the MySpaceID Developer Service, at MySpace’s sole discretion. You and your Developer Services must:
7.10. Service Communications. Developer Services and Developer Service Content must be clear and truthful when communicating with Users and initiating communications between Users. The User must be made aware, prior to initiating any action, of both the form and content of that action, whether they are posting to their own MySpace Profile, sending a comment or message, or posting a bulletin or item to an activity feed. (e.g., "Share with your friends" is not allowed, but "Post a bulletin to your friends" is acceptable). You and your Developer Service(s) and Developer Service Content will not, and will not permit any person, directly or indirectly, to:
8.1. Please select the subject matter and content of your Developer Service carefully. Each Developer Service and all Developer Service Content must comply with (i) this Addendum, (ii) the MySpace Agreement (including, without limitation, the content and activity restrictions set forth in Sections 7 and 8); and (iii) all Applicable Law. MySpace reserves the right, in its sole discretion, to review any Developer Service or any Developer Service Content prior to granting it access to the MySpaceID Developer Service, to refuse access to the MySpaceID Developer Service, restrict, suspend or terminate your status as a MySpaceID Developer and/or your access to all or any part of the MySpaceID Developer Service or to remove any Developer Service or any Developer Service Content from the MySpace Services at any time, for any or no reason, with or without prior notice, and without liability. If your MySpace Profile is removed or your access is restricted, suspended, or terminated to any other MySpace Service for any or no reason, your Developer Service(s) and/or your Developer Service Content may be removed immediately and your access to the MySpaceID Developer Service may be restricted, suspended, or terminated, in MySpace's sole discretion.
8.2. You agree to expeditiously remove any MDP or other Developer Service Content upon (i) MySpace's request, (ii) upon a User's revocation of its authorization for you to use such content; or (iii) in connection with a notice of infringement as further described in Section 9 below.
8.3. Accuracy of Content. You and your Developer Services and Developer Service Content (including, without limitation, Advertisements in connection with) must comply with FTC guidelines and policies, and must not otherwise be deceptive, misleading, or unfair. If your Developer Service or Developer Service Content contains free offers and discounts, you must disclose all material terms and conditions relating to the free offer or special discount. You and your Developer Service(s) and Developer Service Content (including, without limitation, Advertisements in connection with) will not, and will not permit any person, directly or indirectly, to (i) promote false or misleading claims; (ii) use "bait and switch" advertising; or (iii) use superlatives relating to your Developer Services that may be misleading, confusing or unsubstantiated, such as "most popular service on MySpace" (you may use general terms that a consumer understands is not a scientifically proven fact, but is advertising "puffery" such as "best in the world" or "most amazing game you will ever play").
8.4. Prohibited Content. In addition to the rules and restrictions set forth in the MySpace Agreement and this Addendum, your Developer Services and Developer Service Content (including Advertising) must not contain or link to:
8.5. Games. Developer Services and Developer Service Content (including any Advertising) must not contain, reference, promote or link to:
9.1. You agree to take all actions necessary to allow and assist MySpace and FIM to comply with Section 9 of the MySpace Agreement.
9.2. In addition, if a Developer Service that you create allows Users to download, view, listen to or otherwise access or distribute content provided by other Users, you must post and implement a copyright policy that complies with the Digital Millennium Copyright Act ("DMCA"), which must include, without limitation:
9.2.1. registering an agent with the United States Copyright Office to receive notices of claimed infringement;
9.2.2. if you receive a notice of infringement, expeditiously removing or disabling access to the allegedly infringing content and if necessary, contacting the person who submitted the notice for additional information; and
9.2.3. the adoption and implementation of a policy that provides for the termination, in appropriate circumstances, of repeat infringers.
9.3. A sample copyright policy is provided here ("Sample Policy") for your reference. If you wish to use the Sample Policy, please fill in all necessary information before posting it as your copyright policy. You must post your copyright policy on a page of your Developer Service and include a link to the policy on each page of your Developer Service or Developer Service Content which allows viewers to download, view, listen to or otherwise access or distribute content. Please note that the Sample Policy is provided for reference purposes only. MySpace's provision of the Sample Policy does not constitute legal advice, and MySpace does not represent or warrant that your adoption and implementation of this policy will ensure safe harbor protection under the DMCA. You are solely responsible for complying with all Applicable Law, including copyright laws. For more information on copyright and the DMCA please go to http://developer.myspace.com/community/myspace/faq.aspx#copyright or http://www.copyright.gov/.
10.1. You agree to disclose, implement and comply with standards of privacy and confidentiality for the collection, use, sharing and storage of any data related to any User ( including without limitation, with respect to MDP Content), any party with access to such data, and for messaging and other communication with Users, that are at least as stringent and user-favorable as the standards set forth in the MySpace privacy policy and then current industry standards. You are prohibited from providing any MDP Content or other data related to MySpace Users which you access or collect or are provided through use of the MDP Content in connection with your Developer Service other than as expressly provided in this Addendum, including for the purpose of Advertising.
10.2. The MySpaceID Developer Service includes certain restrictions and User settings on data access meant to protect User privacy and gives Users the ability to control access to privacy settings for their User Information and User Content in connection with Developer Services (a User’s “Privacy Settings”). You hereby agree to comply with, and in no way circumvent, all such data access restrictions set by MySpace (including, without limitation, based on User age) and the User’s Privacy Settings and to reflect updates to any such restrictions and settings as promptly as possible, including, without limitation, by deleting any MDP Content (other than Portable Profile) for a User upon such User’s revocation of permission for your Developer Service or other setting change which would require such deletion. You must provide Users with explicit, clear, accurate and timely notice about how your Developer Service will use the MDP Content. If a User opts-in to share MDP Content related to such User with your Developer Service, you may only use such MDP Content as explicitly authorized by such User and agree that you will not, and will not permit any person, directly or indirectly to, circumvent or modify such User’s Privacy Settings. In addition, you must obtaining explicit authorization from a User prior to publishing any information related to such User on the MySpace Services. If your Developer Service enables a User to upload photos to the MySpace Services, at each upload opportunity you must display to the User and obtain the User’s consent to the privacy level that will apply to the photos on the MySpace Services using the following setting choices: “Me – Albums that are private;” ‘Friends Only – Albums visible to only friends;” and “Everyone – Albums visible to everyone” and provide the User’s selected settings to MySpace with the upload of the photos to the MySpace Services. Notwithstanding the foregoing, if your Developer Service includes an automatic background synchronization of photos to the MySpace Services, you may display to the User and obtain the User’s consent to the privacy settings above upon the User opting in to the automatic synchronization function and do not need to prompt the User for consent upon the automatic synchronization; provided that you (i) have clearly explained to the User that photo synchronization from your Developer Service to the MySpace Services will occur automatically and obtained the User’s opt in to such synchronization; and (ii) at all times your Developer Service provides the User with an easily accessible and understandable way to change the User’s photo privacy settings (consistent with the language above) and to allow the User to effective immediately opt out of the synchronization.
10.3. You acknowledge and agree that you may only access the personally identifiable information ("PII") of a User upon MySpace's notice to you that such User has "opted-in" to permit you access to such information and you may only collect PII from a User if that User opts-in to such collection after you have clearly disclosed that the information is being collected directly by you, and not by MySpace or FIM, and have directed the User via a link to your privacy policy. If a User opts-in to permit you access to such User’s PII (including, without limitation, email address) through MySpaceID, you may use such PII only for customer service related communications unless you obtain a separate opt-in from such User to use the PII for other purposes and each such purpose is accurately and clearly disclosed to such User before opt-in.
10.4. At the reasonable request of MySpace, you will promptly provide MySpace with information about a particular User of your Developer Service and will cooperate with law enforcement and other regulatory agencies in order to: (i) protect or defend the legal rights or property of MySpace, FIM, or other companies within or affiliated with the News America Group or their employees, agents and contractors; to (including enforcement of our agreements); (ii) protect the safety and security of Users of the MySpace Services; to or members of the public including acting in urgent circumstances; (iii) protect against fraud or for risk management purposes; or to (iv) comply with the law or legal process.
You hereby represent and warrant that:
11.1. you have the right, power and authority to enter into the MySpace Agreement and this Addendum and to perform the acts required of you hereunder and it will be enforceable against you and without limiting the foregoing, you represent and warrant that you are at least 18 years old, or if under 18, you have obtained your parent's or legal guardian's permission to use the MySpaceID Developer Service;
11.2. your Developer Service, your entrance into the MySpace Agreement and this Addendum and performance of your obligations hereunder or the rights you've granted to MySpace hereunder, do not and will not violate any other agreement or legal obligation to which you are bound;
11.3. any and all activities you undertake in connection with the MySpace Agreement and this Addendum will be performed in compliance with all Applicable Law and your use of the MySpaceID Developer Service is solely for lawful purposes; and
11.4. your Developer Service and Developer Service Content will at all times comply with the terms of the MySpace Agreement and this Addendum.
12.1. MySpace reserves the right at any time and for any reason to modify, limit, suspend or discontinue the MySpaceID Developer Service, in whole or in part, with or without notice and MySpace will not be liable to you or any other party for any such modification, limitation, suspension or discontinuance.
12.2. Your Developer Services and Developer Service Content may be referenced or linked to by MySpace or its Users anywhere within any MySpace Service or FIM Properties. MySpace does not guarantee that your Developer Service or Developer Service Content will be able to be accessed, placed in, integrated with or available through, any part of the MySpace Website, nor do we guarantee that your Developer Service will appear in a particular position. MySpace reserves the right to limit or deny your access to Users or MySpace Profiles in its sole discretion.
12.3. MySpace has no obligation to provide you with customer support or software upgrades, enhancements, or modifications to the MySpaceID Developer Service (collectively, "Support"). However, if MySpace elects at any time to provide you with Support, it may subsequently terminate the Support at any time without notice to you for any or no reason.
12.4. You are solely responsible for, and MySpace has no responsibility or liability of any kind for, the development, operation, security, Support and maintenance of your Developer Service(s) and Developer Service Content. Any data or metrics that may be presented to you in connection with the MySpaceID Developer Service ("MySpaceID Metrics") are provided to you for informational purposes only as part of the MySpace Services and in MySpace’s sole discretion. MySpace is not responsible for and makes no warranties, express or implied, as to the security, accuracy, completeness or reliability of the MySpaceID Metrics. Your use of the MySpaceID Metrics, including any reliance on any opinion, advice, statement, memorandum, or information contained therein, shall be at your sole risk.
You agree to indemnify, defend and hold MySpace, its subsidiaries and affiliates, and their respective officers, directors, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the MySpace Services in violation of the MySpace Agreement or this Addendum and/or arising from a breach of the MySpace Agreement or this Addendum and/or any breach of your representations and warranties set forth in the MySpace Agreement or this Addendum and/or if any Content that you post on or through the MySpace Services, your Developer Service or Developer Service Content causes MySpace to be liable to another.
From time to time MySpace may conduct private and/or public beta tests (each a "Beta") of new features or versions of the MySpaceID Developer Service. If you choose to register for a Beta, your participation may be subject to additional terms. You agree that all feedback you record or provide to MySpace in connection with your participation shall be the property of MySpace.
You may promote your Developer Service, however you may not issue any press release or other publicity statement or promotional materials using any MySpace Marks or implying endorsement by or affiliation with MySpace without first obtaining the prior written consent of MySpace; provided that you may factually state that your Developer Service is a "MySpaceID linked service" or a service for use with MySpaceID (so long as you are in full compliance with the terms of the MySpace Agreement and this Addendum). MySpace reserves the right to issue publicity and promotional materials mentioning and/or describing the MySpaceID Developer Service, Developer Services and/or MySpaceID Developers.
16.1. You agree and acknowledge that MySpace has the right to verify your compliance with the MySpace Agreement and this Addendum (and you will not interfere with MySpace's ability to do so), including without limitation, by submitting user information that does not relate to any actual person through your Developer Service or crawling or otherwise monitoring your Developer Service. In addition, at MySpace's reasonable request you will provide MySpace with information and/or other materials, and if any of your Developer Services are downloadable, including, without limitation, on a mobile or other wireless device, you will provide MySpace with a copy of such downloadable Developer Service(s) and any supporting documentation.
16.2. You understand that MySpace is a subsidiary of FIM, and agree that FIM and MySpace use the MySpace Website and the MySpace Services to advertise their respective products and services. MySpace may assign any of its rights or obligations under this Addendum, in whole or in part, to any affiliate, including without limitation, to FIM.
16.3. If you breach this Addendum by using or permitting the use of, directly or indirectly, the MDP Content other than as authorized under this Addendum, you acknowledge that you will have caused substantial harm to MySpace, but that the amount of such harm would be extremely difficult to ascertain with certainty. As a reasonable estimation of such harm, in addition to any other legal remedies which may be available to MySpace, you agree, (i) to pay MySpace $100 for each MySpace Profile referenced in the MDP Content impacted by such breach and (ii) if your access to the MySpaceID Developer Service is suspended or terminated in connection with such breach and you, your employees or affiliates gain access to the MySpaceID Developer Service through another MySpace Profile, you agree to pay MySpace $100 for each data request made by any Developer Service established under such MySpace Profile. In addition, you acknowledge that MySpace may refer such any such matter to law enforcement and regulatory agencies, in its sole discretion. For the avoidance of doubt, this provision 16.3 will survive any expiration or termination of the MySpace Agreement and/or this Addendum.
16.4. Upon becoming a MySpaceID Developer, you agree to promptly provide MySpace with a primary and secondary point of contact, available 24/7/365 for the MySpace security and abuse teams to contact for urgent response and assistance in promptly resolving any issues or complaints regarding your Developer Service. Upon becoming aware of any illicit conduct or violation of the MySpace Agreement in connection with or which could impact the MySpace Services (including, without limitation, the MySpaceID Developer Service), including without limitation, spam, phishing, social engineering, identity theft and/or any conduct violative of intellectual property rights, you agree to (i) notify MySpace immediately at abuse@myspace.com and (ii) preserve all evidence of such conduct or violation, including, without limitation, IP address logs, User information, samples of offending messages and any other relevant information. You agree that MySpace may provide your contact information to third parties, including, without limitation, law enforcement upon request.
16.5. Except where otherwise specified, the rights and remedies granted to a party under this Addendum are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.
16.6. This Addendum is accepted, and your acceptance of the MySpace Agreement is affirmed, upon your use of the MySpaceID Developer Service. This Addendum and the MySpace Agreement constitute the entire agreement between you and MySpace regarding the use of the MySpaceID Developer Service. The failure of MySpace to exercise or enforce any right or provision of this Addendum or the MySpace Agreement shall not operate as a waiver of such right or provision. The section titles in this Addendum are for convenience only and have no legal or contractual effect. This Addendum operates to the fullest extent permissible by law. If any provision or part thereof of this Addendum or the MySpace Agreement is unlawful, void or unenforceable, that provision or part thereof will be deemed modified or severed to the extent necessary to make such provision enforceable in accordance with its intended purpose and will not affect the validity and enforceability of any other provisions or parts thereof. This Addendum shall not be deemed to create any joint venture, partnership or agency between the parties hereto. It is understood that each party to this Addendum shall be independent of the other and that neither party shall have the right or authority to bind the other party. Please contact us at: developerrelations@myspace.com with any questions regarding this Addendum or the MySpace Agreement.
