Marvel API Terms of Use

1. INTRODUCTION

Subject to these API Terms of Use (defined below), Marvel Digital Media Group LLC ("Marvel") may make available to you certain data and content (collectively, "Content") through the Marvel API, as well as related tools and utilities (collectively, "Tools") for your use to develop free (as further described and limited below) applications, websites, products, services and other offerings ("Apps"). A list of available APIs and Tools can be found on the Developer Portal.

These "API Terms of Use" govern your use of the Marvel API (and related Content) and Tools and comprise the following: (i) the terms set forth below, (ii) the terms of use generally applicable to Marvel digital properties (which can be found here: Marvel.com Terms of Use, Marvel Digital Comics License Agreement and Terms of Use) and Privacy Policy and (iii) any additional terms applicable to particular APIs (and related Content) or Tools. Additional terms applicable to the Marvel API (and related Content) and Tools (including, for example, use requirements and restrictions) can be found alongside the applicable API or Tool. In the event of any inconsistency between the terms set forth below and the terms of use generally applicable to Marvel digital properties, the terms set forth below shall control.

By accessing and/or using the Marvel API, you are agreeing to these API Terms of Use. You must be over the age of consent in your state, province or locality of residence to access the Marvel API.

Marvel will determine in its sole discretion the APIs (and related Content) and Tools available in the Marvel API, and Marvel reserves the right to add, remove and/or modify any or all of the available APIs at any time in its sole discretion, Marvel may impose certain requirements with respect to the use of Marvel trademarks, logos or other intellectual property or proprietary content (collectively, "Marvel Property") in Apps that use or access any API, including, for example, whether an App must be Marvel-branded, how Marvel 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.

2. AMENDMENTS

Marvel 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 our available APIs page. 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 ensure 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 developers; 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 can be reviewed at this URL: https://developer.marvel.com. The most current version of restrictions associated with particular APIs may be reviewed at the applicable API page. We encourage you to read these terms periodically.

3. CREATING APPS

Each prospective developer must complete a brief online registration form (found here: https://developer.marvel.com/account) that may include, without limitation: Your contact information, a description of the App(s) you intend to develop, the APIs or Tools that you intend to access, the intended audience for your App (i.e., the territories you plan to make your App available in), and whether your App is a standalone Marvel-only App or an App through which Content is being made available along with content from any other person or entity.

The following default rules apply to all Apps:

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 Marvel).

No Charge. All Apps must be offered free of charge to download or otherwise access and may not contain any in-App purchase features or any other method of monetization, unless approved in writing by Marvel pursuant to a separate written agreement as described below.

If you are interested in creating an App that is paid and/or contains monetization features, please contact us at marvel-api-help@marvel.com to discuss a potential business relationship. All for-profit Apps must be pre-approved in writing by Marvel (such approval to be granted or withheld in Marvel's sole discretion). To the extent any for-profit Apps are approved in writing by Marvel (in its sole discretion), you will be solely responsible for any and all taxes due in connection with the distribution of such App in any territory.

4. LICENSE

Marvel's License to You. Subject to the terms and conditions in these API Terms of Use, we grant you a limited, revocable, non-exclusive, non-assignable and non-transferable license to use the Marvel 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 Marvel API (and related Content) and Tools, or (iii) use or exploit the APIs (and related Content) and Tools outside of your Apps. Additionally, you may only use Marvel Property (including, without limitation, Marvel Marks) in the manner in which they are provided to you by Marvel (see Marvel's attribution and linking rules, as set forth here: https://developer.marvel.com/documentation/attribution).

Your License to Marvel. You grant to Marvel 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, the information you provide about yourself, your company and your App in connection with Marvel's descriptions, marketing or promotion of the Marvel API, and the Apps developed through it. This license does not give Marvel the right to sell products containing your name or likeness, absent your prior written approval.

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

5. OBLIGATIONS

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

Security. You agree to implement and maintain industry-standard security measures when accessing and handling the Marvel API (and related Content) and Tools. You will report to Marvel any violations of the security of your systems that access the Marvel API or provide access to Content or Tools. Marvel may investigate your compliance with the security measures you have established for your Apps.

Use of Marvel Property. As a condition to launching an App, Marvel may require that you use certain Marvel Property including, without limitation, Marvel Marks. Marvel shall have sole discretion to determine the Marvel Property to be used in connection with a particular App, if any, and the terms governing use of such Marvel Property. You may not create derivatives of Marvel Property, or use the "Marvel" name or any other Marvel Marks in the title of your App without Marvel's prior written approval. Your use of Marvel Property, the Marvel API (and related Content) and Tools may not (i) imply in any way that Marvel endorses your or your company's products/services or (ii) portray Marvel in a negative manner (as determined by Marvel in its sole discretion).

Use of our Content. You may not change or edit the Content (e.g., modify, augment). You agree to follow Marvel's attribution and linking rules, as set forth here: https://developer.marvel.com/documentation/attribution. You also agree to delete any Content upon Marvel's request (or if Marvel disables the Marvel 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 Marvel's prior written approval): (i) use any Content, or the Marvel API or Tools for any commercial purpose; or (ii) redistribute the Content or Tools except within your Apps.

Storage. You may not indefinitely cache Content and further agree to follow the content retention rules, as set forth here: https://developer.marvel.com/documentation/attribution.

Your Apps; Compliance With Applicable Laws; No Endorsement by Marvel. You agree to maintain your Apps and your systems in accordance with industry standard quality levels. Further, you agree that your Apps and your systems will comply with all applicable laws, rules and regulations (including, without limitation, privacy laws such as COPPA) 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 Marvel API (and related Content) and Tools may be protected by copyrights, trademarks, service marks, patents, 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 any APIs (and related Content) and Tools.

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 Marvel.

You may not include content, tools or other materials in your App that violate the Rules of Conduct set forth in Section 3 of the terms of use generally applicable to Marvel digital properties here: https://disneytermsofuse.com/english/.

API Volume. Marvel will set a "call volume" for services Marvel API. Please see your developer account page at https://developer.marvel.com/account for the current applicable rate limits on the services you use. You agree to notify Marvel promptly in writing (via e-mail) if you believe you need to exceed the expected call volumes.

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

Use of the Developer Keys . Marvel will provide a "Developer Key" in connection with your access and use of the APIs. Marvel 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. Marvel will provide a link for "Developer Key" retrieval and/or replacement in the event you are unable to remember or use your key. Please see https://developer.marvel.com/documentation/authorization for more information on this. You may not transfer Developer Keys to any other person or entity without Marvel's prior written approval.

6. ADVERTISING

Marvel may make available to you a Tool or other API that permits you to include Marvel-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 Marvel).

7. OWNERSHIP

As between you and Marvel, Marvel owns all right title and interest in the Marvel API (and related Content), Tools and Marvel Property (including, without limitation, Marvel 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 Marvel, including (but not limited to) the Marvel API, Content, Tools and Marvel Property (including, without limitation, Marvel Marks).

8. INDEPENDENT DEVELOPMENT

You understand and acknowledge that Marvel 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 Marvel from creating and fully exploiting such applications, content and other products or services now or in the future, without any obligation to you.

9. DISCLAIMERS

THE Marvel 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 THE Marvel API, 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 Marvel API. YOU HEREBY WAIVE ANY CLAIM AGAINST US WITH RESPECT THERETO.

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL MARVEL BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, 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 MARVEL API, CONTENT OR TOOLS, EVEN IF MARVEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MARVEL'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.

NOTWITHSTANDING THE FOREGOING AND ANYTHING TO THE CONTRARY IN THESE API TERMS OF USE, IN NO EVENT SHALL YOU BE ENTITLED TO ANY INJUNCTIVE OR EQUITABLE RELIEF ENJOINING, RESTRAINING, IMPEDING, OR OTHERWISE INTERFERING WITH THE DEVELOPMENT, PRODUCTION, MARKETING, DISTRIBUTION, EXHIBITION OR EXPLOITATION OF ANY MOTION PICTURE OR OTHER PRODUCTION OF MARVEL, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold Marvel, 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 Marvel API (including, without limitation, any claim that your App or any content contained in or accessed from your App) violates or infringes upon any patent, 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 Marvel API (and related Content) and Tools.

12. TERMINATION

Marvel shall have the right at all times to limit and/or prevent you from accessing, or terminate your use of, the Marvel API (and related Content) or Tool at any time for any reason in its sole discretion, without notice, including for example if Marvel determines your request volume is excessive, that you are misusing the Marvel API, Content or Tool, or if Marvel 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. Marvel may also suspend or cease making the Marvel API (and related Content) and 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 Marvel API (and related Content) and Tools. Upon termination for any reason, you will cease using the Marvel API (and related Content) and Tools and take reasonable steps to remove your Apps from all distribution outlets in which they are available.

13. GENERAL PROVISIONS

Notwithstanding any provision hereof, for all purposes of the API Terms of Use, you and Marvel 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 Marvel, express or implied, and you shall not attempt to bind Marvel to any contract.

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.

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 Marvel shall be deemed a further or continuing waiver of such provision or any other provision, and Marvel's failure to assert any right or provision under these API Terms of Use shall not constitute a waiver of such right or provision.