Netflix API Terms of Use

NOTE: The Netflix API will be made available only to developers with active Netflix developer accounts as of March 1, 2013. These Netflix API Terms of Use govern such developers’ ongoing access to the Netflix API as well as access to the Netflix API by any developer prior to March 1, 2013.

We're glad you've chosen to use the Netflix API. The Netflix API is made available without charge to developers in order to permit developers to create applications that enhance the experience of consumers of movies and TV shows in general, and Netflix subscribers in particular. By using the Netflix API (the "Netflix API" or "API," defined below), you and, if applicable, the company you represent (collectively, "you") accept and agree to be bound by the following terms and conditions (the "Terms of Use," or "Terms"). It is important that you read these Terms as they form a legal agreement between you and Netflix, Inc. ("Netflix", "we", or "us"). In addition to the content in this document, the Terms include the following, which are incorporated into these Terms by reference:

(1) The Netflix Terms of Use.

(2) The Netflix Privacy Policy.

(3) The Brand Asset Terms and Conditions, particularly those portions specifically applicable to API developers.

(4) If you are also an affiliate for Netflix, the terms of the Netflix Affiliate Program Terms (requires developer login).

In the event of any conflict between the content in this document and the documents incorporated by reference, this document shall control with respect to your use of the API. If you disagree with anything in these Terms, Netflix does not grant you a license to use the API and, as a result, you may not use the API.

Netflix reserves the right, from time to time, with or without notice to you, to change these Terms in our sole and absolute discretion. The most current version of these Terms can be found at http://developer.netflix.com/page/Api_terms_of_use. The most current version of the Terms will supersede all previous versions. By using the Netflix API subsequent to publication of modifications to the Terms, you agree to be bound to the full language of the most current Terms, as revised and published. Your only recourse if you disagree with the Terms, or changes to the Terms, is to discontinue your use of the API. As such, you should review the Terms periodically.

 

1.         Description and Restrictions

1.1        Description of Netflix API and Content. “Netflix API” (or “APIs”) refers to all of Netflix’s tools, code, including programmatic web APIs and JavaScript code and associated documentation available on the Netflix Developer Portal (with a home page at http://developer.netflix.com), that allow you to create software application(s) or website(s) (your "Application") which will display certain Content provided by Netflix from time to time subject to the limitations and conditions described below. "Content" includes data and information that Netflix may provide via the APIs from time to time, including (a) titles of motion pictures, television and other audio visual entertainment ("movies & TV shows") and basic information about such titles, e.g., high definition (HD) or standard definition (SD) designation, runtime ("Titles"), (b) box art and other title-related images, synopses, MPAA ratings, and other information and metadata about movies and TV shows not identified in subsection (a) as basic information (“Title Metadata”), (c) authentication tokens or other access codes for accessing a Netflix subscriber’s account (“User Authentication Tokens”), (d) other information pertaining to Netflix subscribers’ accounts (e.g., subscriber queue, ratings and recommendations) (“Account Data”); and (e) any other data or information that Netflix may provide or otherwise make available from time to time. For avoidance of doubt, nothing herein obligates Netflix to make any API or Content available to you and you agree and acknowledge that any access to such items is within the sole and absolute discretion of Netflix.

1.2        Developer Accounts and Keys. In order to obtain access to the API, you must create a developer account. You may be limited by the account creation process to one account per email address. You will be issued one or more unique security keys, secrets, tokens, access codes, passwords and/or other credentials (collectively, "Keys") for accessing the API and managing your account. You may only access your account with the Key issued to you by Netflix. Access may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Keys to any other party or use them with any application other than the Application for which you initially applied for it. You are responsible for maintaining the secrecy and security of your Keys. You are fully responsible for all activities that occur using your Keys, regardless of whether such activities are undertaken by you or a third party. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account. Failure to do so may jeopardize your right to access the API. Netflix maintains the right to cancel your developer account for any reason or no reason at all, at any time.

1.3        API Modifications. Netflix has the right but not the obligation to release subsequent versions of the API and to require you to obtain and use the most recent version. Netflix may remove and/or cease supporting previous versions of the API. The API is currently provided for free, and while we have no plans to charge developers for access, we do reserve the right to charge for the API in the future.

1.4        Support. Netflix has no obligation to provide you or your users with support. You are solely responsible for providing user support and any other technical assistance for your Application. Netflix may redirect users and potential users of your Application to your email address associated with your developer account for purposes of answering general Application inquiries and support questions. If Netflix elects at any time to provide support, it shall be considered part of the Netflix services for purposes of Section 7, and Netflix may terminate the support at any time without notice to you for any or no reason.

1.5        Monitoring your Use of the Netflix API. You agree to provide us with access to your Application and/or other materials related to your use of the API as reasonably requested by us to verify your compliance with these Terms and as may be necessary to audit your use, display and storage of the Content. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by Netflix.

1.6        Usage Limitations. Netflix may limit the number of network calls that your Application may make via the API, and/or the maximum file size, and/or the maximum Content that may be accessed, or anything else about the API and the Content it accesses as Netflix deems appropriate in its sole discretion. The default usage limitations can be found in the Netflix developer portal at http://developer.netflix.com/docs/Security. Netflix may change such default usage limits at any time and without notice. In addition to its other rights under these Terms, Netflix may utilize technical measures to prevent over usage and/or stop usage of the API by an Application after any usage limitations are exceeded.

1.7        Branding, Attribution and Goodwill. You must comply with all aspects of the Brand Asset Terms and Conditions in naming your Application and must clearly and conspicuously attribute the source of all Content as received from Netflix in accordance with the Brand Asset Terms and Conditions. You agree that Netflix has the right to require submission of your Application and/or other materials to Netflix so that we can verify your compliance with the Brand Asset Terms and Conditions. If we make such a request (via the Netflix Developer Portal or otherwise), you must submit your Application or other requested materials via the method prescribed by Netflix. All Content provided by Netflix remains the property of Netflix, its licensees or its licensors, as applicable.

1.8        No Direct or Framed Playback. You may not hyperlink from any displayed Content directly into a playback experience. Rather, your Application must take the user to the corresponding Netflix-branded “title detail page” (i.e., the page within the Netflix website or a Netflix proprietary application (e.g., an application published by and branded “Netflix”) that describes the applicable movie or TV show and provides the user the opportunity to initiate playback of the title). Your Application cannot frame playback. For purposes of this section, “playback” means when a user views, plays, performs or displays a movie or TV show from Netflix.

1.9        Appropriate Conduct and Usage Restrictions. You are responsible for your own conduct while using the API and for any consequences thereof. You will use the API only for purposes that are legal, proper and in accordance with these Terms and any applicable policies or guidelines provided by Netflix from time to time. In addition to the other restrictions contained in these Terms, you agree that when using the API, you will not do the following, attempt to do the following, or permit your end users or other third parties to do the following:

  • link (i.e., hyperlink) from Content you display to any location or domain other than the Netflix website or a Netflix Application;
  • distribute Content to any third party other than directly to end users through your own Application;
  • charge, directly or indirectly, any fee (including any unique, specific, or premium charges) for access to the Content or your integration of the APIs in your Application, or use the APIs to build an enterprise application (e.g., that you distribute to other companies);
  • use or display Titles in an Application for search and discovery of content linking to competing services;
  • use or display Title Metadata in an Application unless it is used solely to facilitate or enable the search and discovery of Netflix services. For example, if your Application enables users to search for the availability of a movie or TV show from Netflix as well as from other services, you may only display Title Metadata in association with the availability of the movie or TV show from Netflix, not the other services;
  • obtain, display or use more Content through the APIs than is minimally required to run the Application created using the particular Key;
  • interfere with or disrupt Netflix services or servers or networks connected to Netflix services, or disobey any requirements, procedures, policies or regulations of networks connected to Netflix services;
  • modify, add to, remove, overlay or obscure any of the Content, including text, graphics, hyperlinks or legal notices contained therein, except that (a) with respect to graphic images, you may re-size such images while maintaining the same relative proportions of the image, and (b) where technically permitted by the applicable API, you may omit some of the Content offered through the API so long as you do not alter the Content you choose to display;
  • use the APIs in an Application containing any of the following content: adult content; pyramid schemes, chain letters or disruptive commercial messages or advertisements; infringing, or obscene content; content promoting or instructing about illegal activities or promoting physical harm or injury against any group or individual; content infringing any patent, trademark, copyright, trade secret or other proprietary right of any party; content defaming, abusing, harassing, stalking, threatening or violating the rights of privacy and publicity; content disparaging of Netflix or its licensors, licensees, affiliates, partners, or any person or character associated with any particular movie or TV show; or anything other inappropriate or unlawful content;
  • display the Content in a way that disparages, tarnishes, or impairs Netflix or its or its licensors, licensees, affiliates or partners;
  • restrict or inhibit any other user from using and enjoying Netflix services;
  • use Netflix services for any illegal or unauthorized purpose;
  • circumvent or modify any Keys or other security mechanism employed by Netflix or the API, including any authentication technologies;
  • request, collect, solicit, or otherwise obtain access to sign-in names, passwords or other authentication credentials for Netflix subscribers other than by directing users to the Netflix subscriber log-in mechanism specifically provided by the Netflix API (e.g., OAuth);
  • impersonate any person or obtain access to the Netflix services without authorization;
  • enable any other person to personally identify any user of your Application except with the user's express consent;
  • present Account Data to your users and offer them the ability to convert it to your independent data;
  • state or imply affiliation, sponsorship or endorsement of you or your Application by Netflix, a third party Content provider or any person or character associated with any particular Title;
  • download, scrape, post, or transmit, in any form or by any means, any part of the Netflix services or Content other than Content which you receive via the APIs in accordance with these Terms;
  • use the Content as part of any sweepstakes or similar promotion or event;
  • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Netflix services or collect information about users for any unauthorized purpose;
  • create user or developer accounts by automated means or under false or fraudulent pretenses;
  • use or display the Content in conjunction with advertising offers, or other promotions;
  • sell, lease, share, transfer, sublicense any Content obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other Application; or
  • transmit any viruses, worms, defects, Trojan horses, or other disabling code, via the APIs or otherwise, to Netflix, Netflix subscribers’ or other third parties’ computers.

1.10      Content Storage Restrictions. You and your Application may not store Content via any method, including short term caching, except as set forth in this Section. If you are acquired by or merge with a third party, you can continue to use stored Content within your Application as permitted pursuant to this Section, but you cannot transfer data outside your Application.

  • User Authentication Tokens may be stored indefinitely, but must be deleted, for a particular user, upon the earlier of (a) the user uninstallation of your Application or disconnection/delinkage of the application from Netflix, (b) Netflix’s request that you delete the User Authentication Tokens, (c) the failure to successfully authenticate the applicable user (e.g., for a user whose Netflix account has terminated, the previously stored User Authentication Tokens will return a message of non-operability via the APIs), or (d) one (1) year of non-use by the user within your Application. User Authentication Tokens for all users must be deleted upon the earlier of your cessation of use of the APIs or termination of these Terms.
  • Titles and Title Metadata may be stored for no more than twenty four (24) hours.
  • Account Data may not be stored.

1.11      Territory. The Netflix API and Content are solely for use with and pertinent to the Netflix service available to subscribers in the United States. It is your responsibility to limit distribution of the Application to Netflix subscribers within the United States and/or to clearly disclose to end users that the Content provided through the Application only applies to the Netflix service offered in the United States.

1.12      Legal Compliance. You and your Application will comply with all applicable laws and regulations in the course of using the APIs and collecting, using, displaying storing and sharing the Content.

 

2.         License to Netflix.

You hereby grant Netflix a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands associated with you and your Application for the purpose of promoting or advertising that you use the API, or for inclusion in a directory at Netflix’s sole discretion.

 

3.         Proprietary Rights and License

3.1        Netflix Property. As between you and Netflix, Netflix retains all right, title and interest, including without limitation all intellectual property rights, in and to, (a) the API and any and all elements and components thereof, including content, technology, software, code, user interfaces, and any derivatives works and/or compilations thereof or relating to; (b) the Content available through the API; (c) the Netflix Brands, as defined in the Brand Asset Terms and Conditions, and (d) any feedback (including suggestions comments, improvements, ideas, etc.), about the Netflix services, the Content, the API, or any applications Netflix may be developing ("Feedback") ((a), (b), (c) and (d) collectively the "Netflix Property"). You agree to take such actions, including, without limitation, execution of affidavits or other documents, as Netflix may reasonably request to effect, perfect or confirm Netflix's rights to the Netflix Property.

3.2        License Grant. You shall not acquire any right, title, or interest in or to the Netflix Property except as expressly set forth in these Terms. Subject to your compliance with the terms and conditions in these Terms, and solely for the duration of these Terms, Netflix grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the API solely to develop, test, display, distribute and execute your Application for distribution to Netflix subscribers in the United States; to access and display in your Application the Content and Netflix Brands provided by Netflix; and to allow your users to access your Application as permitted by Netflix. 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 APIs, Netflix Brands, Content, or any other portion of the Netflix website or services.

3.3        Your Warranty, Ownership and License Grants. You represent and warrant that: (a) your Application and its content is your original work or was legally obtained; and (b) our and our sublicensees' and affiliates' use of your Application and content as permitted by the licenses granted by you in these Terms (including either in Section 3.2 above or below in this Section) will not violate any third party's rights. Except to the extent your Application and its content contains Netflix Property, Netflix claims no ownership or control over your Application or the content sent, posted or displayed through your Application. During the Term of these Terms, you hereby grant to us a paid-up, royalty-free, nonexclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (i) use, reproduce, perform, display and distribute your Application and its content; (ii) link to and direct users to your Application and (iii) sublicense the foregoing rights to our affiliates or any third parties. Following the expiration or termination of these Terms and upon written request from you, Netflix shall make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from the Netflix website and service. Netflix shall have no other obligation to delete copies of, references to, or links to, your Application.

3.4        Netflix Development. You understand and acknowledge that Netflix may be independently creating applications, content and other products or services that may be similar to or competitive with your Application and its content, and nothing in these Terms will be construed as restricting or preventing Netflix from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any Feedback, you hereby assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.

 

4.         Privacy

4.1        Netflix's collection and use of personal information from its users and developers is governed by Netflix's Privacy Policy, with the exception that Netflix may reveal personal information about developers as noted in these Terms (e.g., for attribution purposes, inclusion in the Directory (if any), and handling inquiries from subscribers or potential subscribers). You understand and agree that Netflix may access, preserve, and disclose your personal information and your developer account details and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of Netflix, its affiliates or partners, its subscribers, or the general public.

4.2        You must not circumvent the log-in mechanism provided by Netflix that enables Netflix customers to log into your Application (e.g., OAuth subscriber login screen). For information you obtain from users of your Application or the Netflix API, you will, at all times, maintain a privacy policy that (a) tells users what information you are going to use and how you will use, display, share or transfer that information, and (b) is in compliance with applicable law, including the Video Privacy Protection Act of 1988 (“VPPA”). You must clearly post a link to your privacy policy at the point or points such information is collected and you must seek a user's informed written consent at any time that you are collecting and/or will make available to third parties such user's personally identifiable information. At all times you must comply with your privacy policy in the collection, use, display, sharing and storage of such information.

4.3        You will not ask for, view, store, access, or cache the sign-in name or passwords to Netflix subscribers’ accounts. However, you may ask for your users' email addresses (which may or may not be the same as such user's sign-in name) for communicating with your users about the Application.

4.4    You must implement reasonable technical, physical and administrative security measures to protect any Content and any personal data obtained from the API or otherwise from users of your Application.

 

5.         Publicity

You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do so truthfully and without implying that your Application is created or endorsed by Netflix (or otherwise embellishing your relationship with Netflix) or by a third party Content provider or any person or character associated with any particular Title. For example, you may factually state that your Application is a "Netflix application" or an application for use with Netflix (so long as you are in full compliance with these Terms). However, you may not issue any formal press release via traditional or online media without Netflix's prior consent. Netflix reserves the right to issue publicity and promotional materials mentioning and/or describing your Application without your consent.

 

6.         Indemnity

You agree to hold harmless and indemnify Netflix, and its subsidiaries, affiliates and licensors, and their respective officers, agents, and employees, advertisers or partners, from and against any claim arising from or in any way related to your use of any Netflix Property, violation of these Terms of Use, violation of applicable laws and regulations, including, without limitation, privacy laws, or any other actions or claims connected with or related to your Application and/or use of Netflix services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In the case of a written claim, Netflix will provide you with written notice of such claim, suit or action.

 

7.         Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING DISCLAIMERS TO THE EXTENT PERMITTED BY APPLICABLE LAW:

7.1        YOUR USE OF THE NETFLIX PROPERTY AND ANY NETFLIX SERVICES IS AT YOUR SOLE RISK. THE NETFLIX PROPERTY AND ANY NETFLIX SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NETFLIX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7.2        NETFLIX MAKES NO WARRANTY THAT THE NETFLIX PROPERTY OR ANY NETFLIX SERVICES (A) WILL MEET YOUR REQUIREMENTS, (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR HAVE KNOWN OR DISCOVERED ERRORS CORRECTED, (C) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE, OR (D) WILL MEET YOUR EXPECTATIONS (OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE NETFLIX PROPERTY OR ANY NETFLIX SERVICES WILL MEET YOUR EXPECTATIONS).

7.3        ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE NETFLIX PROPERTY OR ANY NETFLIX SERVICES IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

7.4        NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NETFLIX SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

 

8.         Limitation of Liability

YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT NETFLIX SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NETFLIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE NETFLIX PROPERTY OR NETFLIX SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE NETFLIX PROPERTY OR ANY NETFLIX SERVICES; OR (E) ANY OTHER MATTER RELATING TO THE NETFLIX PROPERTY OR ANY NETFLIX SERVICES.

 

9.         Release and Waiver

To the maximum extent permitted by applicable law, you hereby release and waive all claims against Netflix and its subsidiaries, affiliates, 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 litigation costs and attorney's fees) of every kind and nature, arising from or in any way related to your use of the Netflix Property. If you are a California resident, you waive your rights under California Civil Code Section 1542 which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

 

10.        Confidential Information

The term "Netflix Confidential Information" means any information of or relating to Netflix that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Netflix or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding the Netflix API and Netflix'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. All Netflix Confidential Information remains the property of Netflix, and no license or other right in any Netflix Confidential Information is granted hereby. You will not disclose any Netflix Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of these Terms. If you are a corporate entity, you will limit your internal distribution of Netflix Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Netflix Confidential Information for the benefit of anyone other than Netflix. Upon Netflix's written request, you will destroy or return to Netflix all Netflix Confidential Information in your custody or control. In addition to the terms of this provision, you and Netflix will continue to be subject to any non-disclosure agreement that you and Netflix have entered into separately. This provision will survive any expiration or termination of these Terms.

 

11.        Term, Termination.

11.1      Term. The term of the Terms of Use shall commence on the date upon which you agree, by the earlier of your use of the API or creation of a developer account, to the Terms and shall continue in force thereafter, unless terminated as provided herein.

11.2      Netflix Termination, Suspension, or Discontinuance. We may suspend or terminate your use of all or any of the APIs at any time (a) if we believe you have violated these Terms (including the documents they incorporate by reference) or, in our sole discretion, we believe the availability of the APIs in your Application is not in our or our users' best interests or (b) otherwise for any reason or no reason at all. We may also impose limits on certain features and services or restrict your access to some or all of the APIs or the Content they provide. All of our rights herein may be exercised without prior notice or liability to you.

11.3      Your Termination. You may terminate these Terms for any reason or no reason at all, at your convenience, by (a) closing your account, which at such time your use of the API shall cease or (b) ceasing use of the API.

11.4      Refusal of Application. Netflix shall have the right, in its sole discretion, to refuse to permit your use of the API with a particular Application. Unless Netflix states otherwise, such rejection will not terminate these Terms with respect to other Applications you may have created. Netflix shall have no liability to you for such refusal.

11.5      Effect of Termination. Upon the termination of these Terms of Use for any reason (a) the rights granted to you herein, including all licenses to the API, Content, and Netflix Brands shall terminate, (b) you shall immediately cease all use and distribution of your integration of the APIs within your Application, (c) you will promptly destroy Netflix Confidential Information in your possession or control, and (d) you must permanently delete all Content which you stored pursuant to your use of the APIs. We may request that you certify in writing your compliance with this section. Neither party shall be liable to the other party for damages of any sort resulting solely from the sole fact of terminating these Terms.

11.6      Survival. In the event of any termination or expiration of these Terms of Use for any reason, Sections 3.1, 3.4, 4, and 6-12 shall survive termination. Notwithstanding the foregoing, other provisions may survive expiration or termination of these Terms if their survival is reasonably necessary to effectuate the intent of the parties under these Terms.

11.7      Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to Netflix and/or its licensors, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Netflix may be legally entitled, Netflix shall have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants or other agents. If Netflix seeks injunctive relief, we shall not be required to post a bond.

 

12.        General Information

12.1      Interpretation. The term “include” (and all of its variants) when used in these Terms will be interpreted to be followed by the clause “without limitation” in all cases. You agree that Netflix has sole discretion in determining the interpretation of the meaning of these Terms, including determining your compliance with these Terms.

12.2      US Government License Rights. All APIs provided to the U.S. Government are provided under the commercial license rights and restrictions generally applicable under these Terms.

12.3      Export Controls. You shall, in connection with your use of the API, comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the API.

12.4      Entire Agreement. These Terms, including the other documents explicitly incorporated by reference, constitute the entire agreement between you and Netflix and govern your use of the API, superseding any prior agreements between you and Netflix.

12.5      Choice of Law and Forum. These Terms and the relationship between you and Netflix shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Netflix agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

12.6      Waiver. The failure of Netflix to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

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

12.8      Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Netflix Property must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12.9      Third Party Beneficiaries. Nothing in these Terms should be construed to confer any rights to third party beneficiaries.

12.10    Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.