Acceptable Use Policy

Last updated: June 24, 2010

1. REGISTRATION AND PRIVACY

a) Account and Registration. Prior to using the Services, Ooyala may require certain information (“Registration Data”) to create an Account. In certain circumstances, Ooyala may issue You one or more subaccounts in connection with Your Account, and any such Ooyala-authorized subaccount(s) shall be deemed an Account for purposes of this Acceptable Use Policy. When You establish an Account, You will be prompted to make selections about which Services You desire Ooyala to provide with respect to the presentation, management, syndication, distribution and end user access to the Content. You may use Backlot® to edit this information; provided, however, that the last preferences reflected in the Account shall be conclusive with respect to Ooyala’s provision of the Services hereunder. You are responsible for all activity occurring under Your Account (and any subaccounts) including, without limitation, the confidentiality and use of Your user identification and passwords. Failure to provide all required data to create an Account may prevent access to any or all Services, and failure to maintain and update accurate, current and complete Registration Data may be deemed a breach of this Acceptable Use Policy that may result in suspension or termination of access to any or all Services. All Registration Data becomes the exclusive property of Ooyala, its affiliates, successors in interest, and subsidiaries. Ooyala reserves the right to use and reuse all Registration Data and other personally identifiable user information subject to the Privacy Policy. Ooyala shall use commercially reasonable efforts to protect and maintain all Registration Data in the manner described in the Privacy Policy. You may edit or update their personally identifiable Registration Data at any time by following the instructions located in the Privacy Policy. (b) Password. Access to the Account and many Services requires a secure, individual password. You must protect Your passwords from disclosure or unauthorized use and You are fully responsible for all activities that occur under Your password. In the event of a suspected or actual breach of security related to Your password and/or any Services, You must (i) immediately notify Ooyala of any unauthorized use of Your password or Account or any other breach of security, and (ii) ensure that You exit from Your account at the end of each session. Ooyala is not liable for any loss or damage resulting from Your failure to comply with the security requirements herein of any Account or Your failure to maintain the confidentiality of passwords. (c) Termination/Suspension of Account. Ooyala may immediately terminate or suspend access to the Account(s) and/or remove a particular item of Content based on conduct that Ooyala has reasonable belief (which may be based on information provided by third parties) may include or involve, without limitation: (i) violation of third party rights such as copyright, trademark and rights of privacy and publicity; (ii) violation of Ooyala’s Prohibited Activities or restrictions on Prohibited Content (each as further described the AUP); (iii) interference with the proper functionality of any or all the Services; and/or (d) unlawful conduct in any local, state, federal or foreign jurisdiction.

2. RESTRICTIONS AND OTHER OBLIGATIONS

(a) Services Restrictions. You are expressly prohibited from: (i) selling, renting, leasing, sublicensing, assigning, or otherwise transferring or distributing any copies of the Services to third parties or otherwise exploiting, using and/or accessing the Services (or any portion thereof) in any way not expressly permitted herein; (ii) modifying, translating, reverse engineering, decompiling, or disassembling the Services or altering any accompanying documentation; (iii) creating derivative works based upon the Services; (iv) altering, destroying or otherwise removing any proprietary notices, images or logos displayed, provided on or embedded within the Services; (v) restricting or inhibiting others use or enjoyment of the Services; (vi) gaining unauthorized access to other Accounts; (vii) impersonating or otherwise misrepresenting any person or entity, or making false or misleading indications of origin or fact; (viii) interfering with or disrupting the Services or Ooyala’s servers or networks connected thereto, or disobeying any requirements, procedures, policies or regulations of networks connected to the Services; (ix) collecting or storing personally identifying information about other users for commercial or unlawful purposes; (x) impersonating any person or entity, including, but not limited to Ooyala (or one of its vendors’) officials, employees, or falsely stating or otherwise misrepresenting Your affiliation with a person or entity or employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Services; (xi) any activities that constitute or aid in software piracy, including but not limited to making available tools that can be used for no purpose other than for "cracking" software or other copyrighted Content and (x) engaging in any action that could reasonably interfere with the functionality or integrity of the Services.. All of the foregoing prohibited activities set forth in this Section 2 are individually and collectively referred to herein as “Prohibited Activities”. (b) Content Restrictions and Obligations. Nothing in this Acceptable Use Policy shall be construed to grant, by implication, estoppel, or otherwise, any license or right to use any third party Content accessed via the Services without the prior written permission of the content owner. Any and all rights not expressly granted herein are reserved to Ooyala, its licensors, suppliers, resellers, or third party content owners. You are solely responsible for all matters arising out of or in connection with the Content including, without limitation, compliance with all applicable laws, rules and regulations, and obtaining all third party consents and other rights, approvals, licenses, consents, waivers, and other permissions necessary for the Services to be utilized hereunder and Ooyala is not responsible for the: (i) selection, acquisition, distribution and licensing of Content; or (ii) acquisition and payment of any third party licenses, rights clearances or other permissions needed from unions, guilds or other entities to use Content in the manner authorized by You in Your Account. You are solely responsible for maintaining copies of the Content and shall take precautionary measures to backup and protect it. Ooyala has no obligation to provide You (or any third party) with backup or archival copies of any Content uploaded or distributed via the Services. (c) Prohibited Circumvention of Publishers’ Ownership Rights. You may, in Your Account, indicate Your preference to distribute Content via one or more online publisher(s) (each a "Publisher"), and in such case You assume all risks and liabilities associated with the distribution of Content to such Publishers. You acknowledge and agree that Your rights to view the Publisher Content that You provide and/or access on or through the Services are strictly limited to the terms of those rights that You obtained in connection with Your acquisition of the Content itself. Except as permitted expressly by such rights, You may not copy, reproduce, modify, publish, transmit, transfer or sell, maintain, retain, create derivative works from, distribute or re-distribute, perform, link, display or in any way exploit any Content obtained through the Services, including, without limitation, by incorporating data and or Content from the Services into any e-mail, search, catalogue, directory, or other "white pages" products or service, whether browser-based, based on proprietary client-site applications, web-based, or otherwise. You understand, agree and acknowledge that engaging in any of the aforementioned conduct may constitute a crime and/or other form of unlawful behavior for which You may be held criminally and/or civilly liable. (d) Prohibited Content. You shall not use the Services to upload, download, post, e-mail, transmit, transfer, distribute, display or link to Content that: (i) promotes illegal activity, or provides instructions for illegal activity; (ii) exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way; (iii) You do not have the right to use for the purposes of the Services, including to Content that You do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships including but not limited to inside information and confidential information learned or disclosed as part of employment or agency relationships or pursuant to nondisclosure agreements; (iv) is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable; (v) infringes the intellectual property or proprietary rights of any third party or contributes to inducing or facilitating such infringement.; (vi) is in any way related to any raffle, sweepstakes, contest or game requiring a fee by participants; (vii) directly or indirectly is used for "junk mail", "spam", "chain letters", "pyramid schemes", or any other like form of solicitation; (viii) contains any malicious or invasive software, or that could diminish the quality of, interfere with the performance of, or impair the functionality of the Services; or (ix) contains advertising, offers for sale, or sells any item You are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertising, offers for sale, or sales any of the following items: Any firearms, explosives, or weapons; any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants; any alcoholic beverages; any tobacco products for human consumption, including, without limitation, cigarettes and cigars, any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature; any controlled substances or pharmaceuticals; any items that are counterfeit or stolen; any dangerous items; any goods or services that do not, in fact, exist; any registered or unregistered securities; any items that violate or infringe the rights of other parties; any items that You do not have the legal right to sell; any items where doing so through Ooyala or the Services would cause Ooyala to violate any law. All of the foregoing prohibited uses set forth in this Section 2.3(d) are individually and collectively referred to herein as “Prohibited Content”. (e) Other Legal Restrictions. The Services may not be used to intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law or use Ooyala or the Services to sell, purchase, or offer to sell or purchase any registered or unregistered securities, or upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market. You agree to comply with all applicable laws, rules and regulations that apply to their use of the Services. You, and not Ooyala, shall be responsible for ensuring that Your use of the Service does not constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, without limitation, U.S. law, regarding the transmission of copyrighted, trademarked Content or personally identifiable information or controlled technical data. You shall not (i) fail to complete any transaction after submitting an order to purchase any goods or services, subject to any specific terms and conditions governing such transactions, (ii) submit any order to purchase goods or services where You do not intend to complete the transaction, or (iii) purchase any goods or services that You are prohibited from purchasing or possessing by any law applicable to You in Your jurisdiction. The responsibility for ensuring compliance with all such laws shall be the user's alone. By submitting an order to purchase goods or services, You represent and warrant that You have the legal right to purchase such goods or services. (f) Age Restriction for Backlot and Responsibility for Minors. Use of the Services is not intended for persons under the age of 18 (“Minors”). Minors are not authorized by Ooyala to use the Services, even if Minors set up an Account or accept the terms of any agreement. Parents or guardians may authorize Minors between the ages of 13 and 17 to use the Services, provided they assume all responsibility and legal liability for the conduct of such Minor including, without limitation, monitoring the Minor's access and use of the Services. If Ooyala learns that anyone under the age of 13 is using the Services, Ooyala will require verified parental or guardian consent, in accordance with the Children's Online Privacy Protection Act of 1998 ("COPPA").

3. DEFINITIONS

All capitalized terms used herein shall have the meanings set forth above and as further provided in the Terms of Service located at www.ooyala.com/tos. Ooyala copyright 2008-2011. Ooyala and Backlot are the registered trademarks of Ooyala, Inc.