Terms of Service

Addendum to Blinkfire Analytics, Inc. Terms of Service

Broadcast Processing

This Broadcast Processing Addendum (“Addendum”) to the Blinkfire Analytics, Inc. Terms of Service (the “General TOS”) is effective as of the date of the Customer’s use of any Blinkfire Analytics broadcast processing services. This Addendum governs the use of broadcast video content provided through the Blinkfire Analytics platform and is hereby incorporated by reference into the General TOS.

By accessing or using the broadcast processing features, you (“Customer”) agree to be bound by the terms and conditions of this Addendum. Capitalized terms not otherwise defined herein shall have the meaning set forth in the General TOS.

1. Definitions

• “In-Event Video”: Also referred to as “whistle-to-whistle” content, means broadcast media content of an event in which an End-Client is a participant (e.g., a team or player in a game) or has its logo displayed (e.g., a brand sponsoring an event whose logo appears on a scoreboard).
• “Out-of-Event Video”: Also referred to as “Earned Media Clips,” means any broadcast media content provided by Blinkfire Analytics that is not “In-Event Video.”
• “Video Content”: Refers collectively to In-Event Video and Out-of-Event Video.
• “Logo-Recognition Rendered Media Content”: Refers to Customer’s logo-recognition rendered media (together with Customer’s watermark and analytics) derived from Video Content.
• “End-Client”: Refers to the customers of Customers who are an agency for which their customer also has a Blinkfire license

2. License and Use of Video Content

Subject to the terms and conditions of the General TOS and this Addendum, Customer is granted a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use Video Content. All Video Content is provided under United States “fair use” guidelines and is to be used solely for the purposes of sponsorship visibility analysis or proof of performance.

3. Limitations and Restrictions on Use of Video Content

Customer’s access to and use of all Video Content is subject to the following technical limitations and restrictions:

• No Download or Export: The Blinkfire Analytics platform does not and will not provide functionality that would permit or otherwise allow Customer or any End-Client to export, download, or otherwise remove any amount of Logo-Recognition Rendered Media Content or other Video Content from the system.
• No Redistribution or Public Display: Customer is strictly prohibited from reposting, rebroadcasting, distributing, or making any Video Content public or available to any third party, for profit or otherwise. Any use of the Video Content outside of the Blinkfire Analytics platform for internal analysis is strictly forbidden.
• Viewing Limitations: To comply with copyright and licensing restrictions, the viewing experience is subject to the following conditions:
  • The frames per second (FPS) of Logo-Recognition Rendered Media Content is materially slowed down.
  • The Logo-Recognition Rendered Media Content may only available at a resolution that is materially lower than standard broadcast quality.
  • A Customer may not view consecutive Logo-Recognition Rendered Media Content longer than two (2) real-time minutes in duration in the aggregate.
  • If any Customer attempts to view consecutive Logo-Recognition Rendered Media Content beyond the two (2) real-time minute limitation, the Customer will be automatically prevented from continuous viewing and/or redirected to the beginning or a materially different section of the applicable content.
• Excessive Viewing Notification: If any single snippet of Logo-Recognition Rendered Media Content is viewed more than twenty-five (25) times, the Customer may be redirected to a page without the Video Content.

4. Use of Audience Data and Valuations

Any audience data, viewership metrics, or derivative data, including but not limited to sponsorship valuations, provided through the Blinkfire Analytics platform ("Audience Data") may be used solely for the purposes of sponsorship performance analysis or proof of performance analysis. Customer acknowledges that Audience Data may come from any number of sources, including third-party providers and Blinkfire’s own predictive audience models. Customer is expressly prohibited from reselling or redistributing any Audience Data. Notwithstanding the foregoing, Customer may share Audience Data with its sponsors or the agencies placing sponsorship activation orders on behalf of such sponsors, provided that such sharing is for the sole purpose of reporting on sponsorship performance.

5. Indemnification

• By Customer: Customer agrees to indemnify, defend, and hold harmless Blinkfire Analytics, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) Customer's use of the Video Content or Audience Data in violation of this Addendum or the General TOS; and (ii) any reports, analyses, or other materials Customer creates from or provides to third parties (including sponsors or agencies) based on the Audience Data. Customer accepts full liability for the data it reports to its sponsors or agencies and will indemnify Blinkfire Analytics against any lawsuits, claims, or actions based on that data.
• By Blinkfire Analytics: Blinkfire Analytics agrees to indemnify, defend, and hold harmless Customer from and against any claims brought by a third party alleging that the Blinkfire Analytics platform, when used as contemplated herein, infringes a valid U.S. patent or copyright.

6. Limitation of Liability & Disclaimer

• Disclaimer: EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES, VIDEO CONTENT, AND AUDIENCE DATA ARE PROVIDED "AS IS" AND BLINKFIRE ANALYTICS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BLINKFIRE ANALYTICS DOES NOT WARRANT THAT THE AUDIENCE DATA WILL BE ACCURATE, COMPLETE, OR ERROR-FREE.
• Limitation on Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS ADDENDUM SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO BLINKFIRE ANALYTICS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. General Provisions

Except as expressly modified by this Addendum, the General TOS shall remain in full force and effect.

8. Entire Agreement

This Addendum, together with the General TOS, represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral. In the case where there is a conflict between this Broadcast Processing Addendum and the General TOS, the terms of this Broadcast Processing Addendum will apply and control for broadcast processing features.