REDBOX API LICENSE AGREEMENT
This Redbox API License Agreement (“Agreement”) is a legal contract between you and, if applicable,
your organization (collectively, “you”) , and Redbox Automated Retail LLC (“Redbox”, “we”, or “us”)
for a limited license, subject to all of the terms and conditions stated below, to use certain of Redbox’s
application programming interfaces that Redbox chooses to make available to its developer community
(collectively, the “Redbox API”) .
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING THE “ACCEPT” BUTTON BELOW OR BY
SIGNING A HARD COPY PRINT-OUT OF THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS
AGREEMENT ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, AND YOU REPRESENT
THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT. IF
YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS
AGREEMENT, YOU MUST NOT ACCEPT OR SIGN THIS AGREEMENT AND YOU MAY NOT USE
THE REDBOX API.
We collect certain information from you when you request an account on behalf of your company. We
will use your information to process and evaluate your request and to contact you as necessary with
regard to your request. If we approve your request, we will ask for a business contact email and a
developer contact email, which will be shared and used when consumers or Redbox vendors have
questions. You will be issued one or more unique security codes, passwords, or other credentials
(collectively, “Codes”) for accessing the Redbox API and managing your developer account. You
may only access your account with the Codes issued to you by Redbox. You may not sell, transfer,
sublicense, or otherwise disclose your Codes to any other party. You must maintain the secrecy and
security of your Codes, as well as up-to-date and accurate information (including a current email address
and other required contact information) for your account. You warrant that all of your account information
will at all times be true, accurate, and up-to-date. Your account information not being completely
accurate or up-to-date are grounds for Redbox to immediately terminate this Agreement. You are
fully responsible for all activities that occur using your Codes, regardless of whether such activities are
undertaken by you or a third party.
2.1 License Grant. Subject to your compliance with the terms and conditions set forth in this
Agreement, and solely for the duration of this Agreement, we hereby grant you a limited, personal, non-
exclusive, non-transferable, non-sublicensable, revocable license to:
(a) access and use the Redbox API solely to develop, test, display, execute, and
distribute software applications or websites (each, an “Application”) ;
(b) access and display in your Application certain data that we may, in our sole
discretion, make available from time to time through the Redbox API or any RSS or other data
feed (all such data, collectively, the “Content”) ; and
allow others to access your Application as permitted by Redbox.
FOR AVOIDANCE OF DOUBT, NOTHING HEREIN OBLIGATES US TO MAKE THE REDBOX API
OR ANY CONTENT AVAILABLE TO YOU OR TO ANY THIRD PARTY. ANY ACCESS TO THE
REDBOX API OR CONTENT IS WITHIN OUR SOLE AND ABSOLUTE DISCRETION, AND MAY
BE SUSPENDED OR TERMINATED AT ANY TIME, FOR ANY REASON, WITHIN OUR SOLE AND
2.2 Brand License. During the term of this Agreement, Redbox grants you a limited,
revocable, personal, worldwide, royalty-free, non-assignable, non-transferable, non-sublicenseable, and
non-exclusive license to display and use Redbox’s trade names, trademarks, service marks, domain
names, and other distinctive brand features (collectively, the “Redbox Marks”) , but only in connection
with the development, use, and distribution of the Redbox API, and only as otherwise set forth herein.
As such, you may only use the Redbox Marks in accordance with these terms and conditions. Any
and all of your use of the Redbox Marks (including any goodwill associated therewith) shall inure to the
benefit of Redbox.
2.3 Modifications. We may release new versions of the Redbox API at any time, and we may,
in our sole and absolute discretion, require you to obtain and use the most recent version.
2.4 Fees. The Redbox API is currently provided for free, however we reserve the right to
charge for the Redbox API in the future.
(a) Redbox will provide you with a URL structure and Omniture tracking codes. You
will embed such tracking codes within the URLs of any pages within the Application exhibiting
the Content. You will work with Redbox to test the ability by Redbox to track usage of such
links. Any data collected using the Omniture tracking codes will be deemed Redbox Confidential
Information, and, to the extent you gain access to that data, that data may not be disclosed by
you without Redbox’s prior, written consent;
(b) Redbox will provide you with a call-to-action graphic which includes: (i) the Redbox
Marks; (ii) an indication of the actions available; and (iii) an indication of price.
(c) Redbox will maintain a landing page for users at the Redbox Site. The landing
page and Redbox Site will be hosted by Redbox, or its designated vendor. All rental transactions
will be completed by Redbox at the Redbox Site.
(a) You may not use the Redbox Services, Redbox Marks, the Redbox API or
Content to offer or promote services competitive with Redbox in the business of rental or sale
of entertainment content, including but not limited to DVD movie sales and rentals, video game
sales and rentals and streaming entertainment content, provided that your Application may,
without using the Redbox API or the Content, (i) display similar information regarding and links
to businesses competitive with Redbox, but only if Redbox, its services, the Content and the
Redbox Marks are displayed in a manner that is at least as prominent, conspicuous, and in as
much repetition as such materials of competitive businesses, and (ii) display targeted advertising
of businesses competitive with Redbox if such advertisements are not defamatory, obscene,
pornographic, abusive, hateful, or otherwise offensive.
(b) You may not use the Redbox API or the Redbox Marks in connection with offering
or promoting services that are damaging to, disparaging of, or otherwise detrimental to Redbox or
its licensors, licensees, affiliates and partners.
(c) You may not use the Redbox API or the Redbox Marks in connection with an
Application that does not create a benefit for end users.
(d) You may not intentionally target or promote your Application to users outside of the
United States or its territories.
(e) You may not share the Content with any third parties except as expressly
authorized in advanced by Redbox.
2.7 Conduct and Other Usage Restrictions. You are responsible for your own conduct while
using the Redbox API. You agree to use the Redbox API only for purposes that are legal, proper, and
in accordance with this Agreement and any applicable policies or guidelines that we make accessible
to you from time to time. In addition to the restrictions contained in this Agreement, you agree that
when using the Redbox API and the Redbox Marks, you will not do the following, attempt to do any of
the following, or, directly or indirectly enable or permit end users or other third parties to do any of the
(a) interfere with or disrupt any services offered by Redbox through any medium,
including those provided on any Redbox operated website (collectively, the “Redbox Services”) ;
(b) create, place, or disseminate any advertisements immediately before or during the
presentation of any Content, or overlaid or superimposed upon any Content in such a way that
the Content or the Redbox Marks are obscured or altered; for avoidance of doubt, you may place
advertisements around or on the same page as any Content, in each case if such advertisements
are not defamatory, obscene, pornographic, abusive, hateful, or otherwise offensive;
(c) create, place, or disseminate any materials or other items that overlay or obscure
any Content, or add, change, or remove any of the Content;
(d) develop an Application that is associated with, or position any Content around,
near, or next to, any content that is defamatory, obscene, pornographic, abusive, hateful, or
(e) store any Content (other than for limited-time caching purposes in the ordinary
course of your site’s maintenance and operation) or use any Content or Redbox Marks (including
any third party trademarks or service marks therein) other than as it is provided by Redbox;
(f) edit, add to, delete from, remove hyperlinks to, add hyperlinks to, or otherwise
modify the Content or the Redbox Marks (including any attributions contained therein) ;
knowingly restrict or inhibit any other user from using any Redbox Services;
(h) violate any law or regulation, or any requirements, procedures, policies, or
regulations of networks connected to any Redbox Services;
(i) use Redbox Services for any illegal or unauthorized purpose, or interfere with or
disrupt any servers or networks connected to any Redbox Services;
(j) circumvent, reverse engineer, or modify any Codes or other security mechanism
employed by Redbox or the Redbox API, including without limitation any authentication
impersonate any person in order to access any Redbox Services, or create user
accounts by automated means or under false or fraudulent pretenses, or otherwise obtain access
to Redbox Services without authorization;
(l) knowingly enable any other person to personally identify any user of your
Application, either directly or indirectly;
(m) state or imply, whether through use of the Redbox Marks or otherwise, (i) any
affiliation, sponsorship or endorsement of you or your Application by or with Redbox or (if
applicable) any third party Content provider, (ii) that any of the Content is your own creation, or
(iii) that your content has been authored by, or represents the views or opinions of Redbox or
(n) download, scrape, post, or transmit, in any form or by any means, any part of the
Redbox Services or Content other than posting Content as part of your Application;
(o) upload, post, email or transmit or otherwise make available messages that
promote pyramid schemes, chain letters or disruptive commercial messages or advertisements,
or anything else prohibited by law;
(p) use the Content as part of any sweepstakes or similar promotion or event except
as expressly authorized by Redbox in writing on a case-by-case basis;
(q) modify, delete or obscure any author attributions, legal, or other proper notices or
proprietary designations or labels of the origin or source of software, Content or other material of
Redbox or any third party (including but not limited to copyright and trademark notices, Terms of
Use links, or Redbox Marks) that may be affixed to or provided through the Redbox API;
(r) use any robot, spider, site search/retrieval Application, or other device to retrieve
or index any portion of Redbox Services or collect information about users for any unauthorized
(s) use the Redbox API or any Content to promote or provide instructional information
about illegal activities or to promote physical harm or injury against any group or individual;
(t) use the Redbox API or any Content to defame, abuse, harass, stalk, threaten, or
otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(u) upload, post, email or transmit or otherwise make available with, in, or in
connection with your Application, any inappropriate, defamatory, infringing, obscene, or unlawful
(v) upload, post, email transmit, or otherwise make available with, in, or in connection
with your Application, any content that infringes, misappropriates, or violates any patent,
trademark, copyright, trade secret, right of privacy, right of personality or other proprietary right of
any party, unless you (or the end user posting the content) are the owner of the content or have
the written permission of the owner to post such content;
(w) charge any fees or require payment for use of or access to the Redbox API or the
Content, even if such use or access is offered as part of a bundle of services being offered by
(x) transmit any viruses, worms, defects, Trojan horses, time-bombs, malware,
spyware, or any other computer code of a destructive or interruptive nature in connection with
your use of any Redbox Services, the Redbox API, or the Content; or
(y) reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy,
or, other than as explicitly permitted hereunder, create derivative works of any Redbox Services,
including, without limitation, the Redbox API or any aspect or portion thereof.
2.8 Additional Restrictions on Use of the Redbox Marks. Your right to display and/or use the
Redbox Marks must be made in strict conformity with the then-current version of the “Redbox Brand
Guidelines,” which Redbox may amend from time to time in its sole discretion upon reasonable notice
to You. The current version of the Redbox Brand Guidelines is attached hereto as Exhibit A. The
Redbox Brand Guidelines, as amended from time to time, is hereby incorporated by reference into this
Agreement. In addition:
(a) you may not challenge any of the Redbox Marks, the registration of any of the
Redbox Marks, or Redbox’s ownership of any of the Redbox Marks;
(b) you may not attempt to register any marks (including domain names) that are
confusingly similar to the Redbox Marks;
(c) each time the term “Redbox” appears on any page or screen in your Application, it
must link to the Redbox Site;
(d) you may not use any Redbox design marks for any purpose in connection with the
use or distribution of your Application;
(e) you acknowledge that the provision of goods and services in connection with the
Redbox Marks that are of poor quality or create a poor customer experience, as determined
solely by Redbox within its complete discretion, will have an adverse effect on Redbox and will
cause Redbox irreparable harm;
(f) you agree that Redbox may revoke your license to use the Redbox Marks at any
time if your goods and services are not of suitable quality, as determined solely by Redbox within
its complete discretion; and
(g) when using or displaying any of the Redbox Marks, you may not disparage
Redbox or its products or services or dilute or otherwise impair the Redbox Marks.
2.9 API Availability. We shall maintain the Redbox API in good working order and use
commercially reasonable efforts to remedy any failure of the Redbox API to perform in accordance with
industry standards within a commercially reasonable time. We shall communicate to you at least 48
hours in advance any planned service outages in the interest of coordinating efforts and planning for
2.10 Redbox Access. You agree to provide us with access to your Application and other
materials related to your use of the Redbox API as reasonably requested by us, in order to allow
us to verify your compliance with this Agreement and any policies or guidelines that we have made
accessible to you. You agree that we may crawl or otherwise monitor online Applications and you agree
not to block or interfere with such efforts by Redbox.
2.11 Other Limitations. We may limit the number of network calls that your Application may
make via the Redbox API, the maximum file size, or the maximum amount of Content that may be
accessed, or anything else about the Redbox API and the Content as we deem appropriate in our
sole discretion, and as we may communicate to you from time to time. Redbox may change such
usage limitations at any time and without notice. In addition to any other rights of Redbox under this
Agreement, we may utilize technical measures to prevent over-usage or to stop usage of the Redbox
API by an Application after any usage limitations are exceeded.
2.12 Attribution and Goodwill. You must clearly and conspicuously attribute the source of all
Content as received from Redbox. You may not modify, obscure, or otherwise disable the functioning of
links to Redbox or to third-party applications or websites that are provided within Content. Similarly, you
may not modify or obscure the text, images, artwork, logos, copyright or similar notices, or other aspects
of the Redbox Marks or any Content that you receive via the Redbox API other than, with respect to
graphic images, you may re-size such images while maintaining the same relative proportions of the
Customer Data. In the event that you collect PII (as defined below) at your
You will ensure that any website from or in connection with which you collect PII under this Affiliate
Agreement will contain a clear and conspicuous privacy statement setting forth: its policies with respect
to the collection, use and disclosure of such PII; and that it generally uses tracking technologies on its
site, which will be described in a manner that is broad enough to cover the use of the technologies used
to track the transactions addressed by this Affiliate Agreement. “PII” means any personally-identifiable
information collected by either party in connection with this Agreement: (a) that identifies or can be used
to identify, contact, or locate the person to whom such information pertains; or (b) from which
identification or contact information of an individual person can be derived. PII includes, but is not
limited to, name, address, phone number, fax number, e-mail address, social security number or other
government-issued identifier, and credit card information. Additionally, to the extent any other
information (such as, but not necessarily limited to, a personal profile, unique identifier, biometric
information, and/or IP address) is associated or combined with PII, then such information will also be
2.14 Purge of Certain User Data. If your Application allows end users to access their Redbox
account, promptly (but no later than 24 hours) after each end user’s session from your Application you
shall delete from your Application and data retention systems all Content and other data associated with
the end user or his or her sessions.
2.15 Protective Measures by Redbox. The interpretation of any the above restrictions or
limitations regarding your use of the Redbox API or Content will be determined in our sole and absolute
discretion. Without limiting any of our rights set forth in this Agreement (including under Section 12.2) ,
we may immediately terminate your use of the Redbox API and your access to Content, or otherwise
disable access by your Application to any or some of the Redbox API, if we at all suspect that you are
violating this Agreement or any guidelines or policies that we make available to you. You agree and
acknowledge that such actions by Redbox may result in your Application no longer functioning.
2.16 Promotions by Redbox. We reserve the right to include promotional content in any portion
of the Redbox API. You agree that your Application will not modify, obscure, or delete any such content.
2.17 Support. We have no obligation to provide you or your users with support, software
upgrades, enhancements, or modifications of any kind. You understand and agree that you are solely
responsible for providing user support and any other technical assistance for your Application. In our
sole discretion, we may redirect users and potential users of your Application to your email address on
your account for purposes of answering general Application inquiries and support questions. If we elect
to provide such support, it shall be subject to the Disclaimer of Warranties disclosed in Section 8 of this
Agreement, and we may terminate such support at any time without notice to you for any or no reason.
Redbox Developer Directory.
3.1 General. We may maintain or publish on our website or in other locations a directory of
developers that are registered to use the Redbox API and their Applications (“Developer Directory”) .
Whether or not you or your Application is included in the Developer Directory is within Redbox’s sole
discretion, however Redbox will endeavor to respond to your written request for removal from such
Developer Directory of your Application if it has not been released to the public or otherwise made
3.2 Additional Information. Redbox may establish and maintain a submission process for the
Developer Directory, as part of which we may ask for additional information about your Application,
including its source code, object code and executable code (collectively, “Computer Code”) . We shall
use such Computer Code solely for purposes of evaluating the potential affects of your Application
on Redbox’s systems and for submission in the Developer Directory. You agree to submit your
Application’s Computer Code to us promptly upon our request, and you agree that Redbox may
evaluate your Application at no charge, notwithstanding any fees or subscriptions usually associated
with use of your Application.
3.3 Licenses to Redbox. You hereby grant to us a royalty-free, non-exclusive, worldwide
license and right to: (a) 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 and/or your Application uses the Redbox API, or for the purpose
of inclusion in the Developer Directory; (b) host, link to, and otherwise incorporate your Application into
the Redbox Services through a Developer Directory or other means; (c) use, copy, perform, display,
and distribute your Application and its content; (d) link to and direct users to your Application; and (e)
sublicense the foregoing rights to our affiliated companies or any third parties. Following the expiration
or termination of this Agreement and upon written request from you, we will make commercially
reasonable efforts, as determined in our sole and absolute discretion, to remove all references and links
to your Application from the applicable Redbox Services.
4.1 Redbox Property. As between you and Redbox, Redbox retains all right, title and interest,
including without limitation all intellectual property and other proprietary rights, in and to: (a) the Redbox
API and any and all elements and components thereof, including content, technology, software, code,
user interfaces, and any derivative works and compilations thereof or relating thereto; (b) the Content;
(c) any of our trade names, trademarks, service marks, logos, domain names, and other distinctive
brand features and (d) any Feedback as defined in Section 4.4 below (with all items described in (a) ,
(b) , (c) and (d) , collectively, the “Redbox Property”) . You agree to take such actions, including, without
limitation, execution of affidavits or other documents, as we may reasonably request to effect, perfect,
or confirm our rights to the Redbox Property. You do not acquire any right, title, or interest in or to the
Redbox Property except as expressly set forth in this Agreement.
4.2 Non-Infringement Warranty. You represent and warrant that: (a) each of your Applications
and its content are your original work or were legally obtained by you and that you have all legal rights
necessary to develop, test, display, execute, and distribute each of your Applications and its content;
and (b) our and our sublicensees’ and affiliates’ use of your Application and its content as permitted in
this Agreement will not in any way violate any third party’s rights. Except to the extent your Application
and its content contains Redbox Property, Redbox claims no ownership or control over your Application
or the content sent, posted or displayed through your Application.
4.3 Redbox Application Development. You understand and acknowledge that we may, without
any obligation to you, independently create applications, content, and other products or services that
may be similar to or competitive with your Application and its content, and nothing in this Agreement will
be construed as restricting or preventing Redbox from creating and fully exploiting such applications,
content, and other products or services. If you elect to provide us with any suggestions, comments,
improvements, or ideas regarding any of the Redbox Services, Redbox API, Content, or applications
we may be developing (collectively, “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.
Privacy and Legal Compliance.
5.1 Redbox Collection and Use. Our collection and use of personal information from you
may reveal personal information about you as noted in this Agreement (e.g., for attribution purposes
and for handling inquiries from users or potential users) . You understand and agree that Redbox may
access, preserve, and disclose personal information about you or any details of your developer account
if required to do so by law or if we believe that such access, preservation, or disclosure is reasonably
necessary to comply with legal process or to protect the rights, property, or safety of Redbox, its
affiliates or partners, its users, or the general public.
5.2 Your Collection and Use. If you obtain personal information about end users through their
discloses that third parties may be serving content and collecting certain information about users of
laws, including but not limited to 18 U.S.C. § 2710, as amended from time to time (the “Video Privacy
collection, use, storage, and transmission of personal information about users.
5.3 User Accounts. You will not ask for, view, store, access, or cache the sign-in name
or passwords to Redbox users’ accounts. However, you may separately 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 your Application.
5.4 Compliance. You will at all times comply with all applicable laws, rules and regulations,
including but not limited to the Video Privacy Protection Act, to the extent applicable to you or your
You may promote your Application, including talking to traditional and online media and your users
about your Application, so long as you do truthfully and without implying that your Application is created
or endorsed by Redbox (or otherwise embellishing your relationship with Redbox) or by a third party
Content provider. For example, you may factually state that your Application is a “Redbox application” or
an application for use with Redbox, so long as you are in full compliance with this Agreement. However,
you may not issue any formal press release via traditional or online media without Redbox’s prior
consent. We may, without your consent and without providing any notice to you, issue publicity and
promotional materials mentioning or describing your Application.
You agree to defend and indemnify the Redbox Indemnitees (as defined below) from and against any
claim, action, liability, and shall pay all costs and expenses (including attorneys’ fees) , arising from or
in any way related to: (a) your Application; (b) your use of any Redbox Property or Redbox Services;
(c) your alleged breach of any of your obligations under this Agreement; or (d) your alleged violation
of any applicable law or regulation, including, without limitation, any privacy laws or regulations. For
purposes of this Agreement, the “Redbox Indemnitees” means, collectively, Redbox, its subsidiaries,
affiliates, and licensors, and their and our members, managers, officers, agents, employees, and
Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE TO THE FOLLOWING DISCLAIMERS TO THE FULL
EXTENT PERMITTED BY APPLICABLE LAW:
8.1 YOUR USE OF THE REDBOX PROPERTY AND ANY REDBOX SERVICES IS AT
YOUR SOLE RISK. THE REDBOX PROPERTY AND ANY REDBOX SERVICES ARE PROVIDED ON
AN “AS IS” AND “AS AVAILABLE” BASIS. REDBOX 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-
8.2 REDBOX MAKES NO WARRANTY THAT THE REDBOX PROPERTY OR ANY REDBOX
SERVICES WILL (a) MEET YOUR REQUIREMENTS, (b) BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE, OR HAVE KNOWN OR DISCOVERED ERRORS CORRECTED, (c) PROVIDE
RESULTS THAT ARE ACCURATE OR RELIABLE, OR (d) MEET YOUR EXPECTATIONS OR THE
QUALITY STANDARDS OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU.
8.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
REDBOX PROPERTY OR ANY REDBOX SERVICE 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.
8.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM REDBOX AT ANY TIME CREATES ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN
YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE FULL EXTENT PERMITTED
BY APPLICABLE LAW:
9.1 REDBOX WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT
NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER
INTANGIBLE LOSSES, EVEN IF REDBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
9.2 REDBOX WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES, WHETHER DIRECT
OR INDIRECT, RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE REDBOX
PROPERTY OR REDBOX SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN
THE REDBOX PROPERTY OR ANY REDBOX SERVICES; OR (e) ANY OTHER MATTER RELATING
TO THE REDBOX PROPERTY OR ANY REDBOX SERVICES.
9.3 REDBOX’S ENTIRE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES IN
AN AMOUNT NOT TO EXCEED ONE THOUSAND DOLLARS ($1,000) .
To the maximum extent permitted by applicable law, you hereby release the Redbox Indemnitees
from any and all liability for claims, damages, costs, and expenses of every kind and nature (including
litigation costs and attorneys’ fees) , arising from or in any way related to your use of the Redbox Property
or any of the Redbox Services. If you are a California resident, you hereby 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.”
The term “Redbox Confidential Information” means any information of or relating to Redbox that
becomes known to you through disclosure, observation or otherwise, and that either is designated as
confidential by Redbox or that is not generally known or readily ascertainable to the public, including,
without limitation, nonpublic information regarding the Redbox API, the Redbox Services, and Redbox’s
other programs, features, data, techniques, technology, code, ideas, inventions, research, testing,
methods, procedures, know-how, trade secrets, business and financial information, and other activities.
All Redbox Confidential Information remains the property of Redbox, and no license or other right in
any Redbox Confidential Information is granted to you except as expressly stated in this Agreement.
You will not disclose any Redbox Confidential Information to any third party, and will take all reasonable
precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement.
If you are a corporate entity, you will limit your internal distribution of Redbox Confidential Information to
your employees and agents who have a need to know the Redbox Confidential Information for purposes
of their duties to you, and will take steps to ensure that dissemination is so limited. You will not use any
Redbox Confidential Information for the benefit of anyone other than Redbox. Upon Redbox’s written
request, you will destroy or return to Redbox all Redbox Confidential Information in your custody or
control. In addition to the terms of this provision, you and Redbox will continue to be subject to any non-
disclosure agreement that you and Redbox have entered into separately. This provision will survive any
expiration or termination of this Agreement.
Term and Termination.
12.1 Term. The term of this Agreement shall commence on the date upon which you indicate
your acceptance, either by clicking the “Accept” button below or by signing a print-out of this Agreement,
and shall continue in force thereafter, unless terminated as provided herein. Notwithstanding the
foregoing, termination by you pursuant to Section 12.3 shall be subject to a Wind Down Period (as
defined below) .
12.2 Redbox Termination. We may change, suspend, or discontinue all or any aspect of
the Redbox API or Content, including their general availability, at any time without notice to you.
Furthermore, we may limit, suspend or terminate your use of the Redbox API or any of the Content,
or we may terminate this Agreement entirely, at any time and for any reason, without notice to
you. Without limiting the foregoing and as clarification only, Redbox may terminate this Agreement
immediately and without notice to you if:
you seek to hack or break any security mechanism of the Redbox API;
(b) we determine that your use of the Redbox API or any Content poses a security or
service risk to us, to any user of the Application, or to any of our subscribers, or may subject us or
any third party to liability or damages or danger;
(c) you otherwise use the Redbox API or Content in a way that disrupts or threatens
the Redbox API or any Redbox Services;
we determine, in our sole discretion, there is evidence of fraud with respect to your
you use any of the Redbox Property other than as expressly permitted herein;
(f) we receive notice, or we otherwise in our sole discretion determine or suspect, that
you may be using the Redbox API or any Content for any illegal purpose or in a way that violates
the law or violates, infringes, or misappropriates the rights of any third party; or
(g) we determine, in our sole discretion, that our provision of any of the Redbox API
to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or
12.3 Your Termination. You may terminate this Agreement for any reason or no reason at all,
at your convenience, by closing your account. During a period of thirty (30) days following the date
of your termination of this Agreement pursuant to this Section 12.3 (the “Wind Down Period”) , the
terms of this Agreement will remain in full force and effect, with the exception of any Content delivery
obligations by Redbox to you. Upon or prior to the expiration of the Wind Down Period, you will
immediately disable and take down links to the Content, cease displaying the Content and destroy any
Content in your possession.
12.4 Refusal of Application. We have the right, in our sole discretion, to refuse to permit
your use of the Redbox API or Content with a particular Application. Unless we state otherwise, such
rejection will not terminate this Agreement with respect to other Applications you may have created. We
will have no liability to you of any kind for such refusal.
12.5 Effect of Termination. Upon the termination of this Agreement for any reason, or upon
expiration of the Wind Down Period, if applicable: (a) the rights granted to you herein, including all
licenses to the Redbox API, Content, and Redbox Property will terminate; and (b) you must immediately
cease all use and distribution of your Application. Neither party will be liable to the other party for
damages of any sort resulting solely from the sole fact of terminating this Agreement.
12.6 Survival. In the event of any termination or expiration of this Agreement for any reason,
Sections 4, 5 and 7 through 13 will survive termination. Notwithstanding the foregoing, other provisions
may survive expiration or termination of this Agreement if their survival is reasonably necessary to
effectuate the intent of the parties hereunder.
12.7 Remedies. You acknowledge that your breach of this Agreement may cause irreparable
harm to Redbox or its licensors. Accordingly, you agree that, in addition to any other remedies to which
we may be legally entitled, we will have the right to seek immediate injunctive or other equitable relief
in the event of a breach of this Agreement by you or any of your officers, employees, consultants, or
13.1 Interpretation. You agree that Redbox has sole discretion in determining the interpretation
of the meaning of this Agreement, including determining your compliance with this Agreement.
13.2 Export Controls. You agree, in connection with your Application and your use of the
Redbox API and any Content, to comply with all applicable U.S. export control laws and regulations.
13.3 Entire Agreement. This Agreement, including the other documents explicitly incorporated
by reference, constitutes the entire agreement between you and Redbox and govern your use of the
Redbox API, and supersedes any prior agreements between you and Redbox regarding the Redbox
13.4 Choice of Law and Forum. This Agreement and the relationship between you and Redbox
will be governed by the laws of the State of Illinois without regard to its conflict of law provisions. You
and Redbox agree to submit to the personal and exclusive jurisdiction of the courts located within the
county of Cook, Illinois.
13.5 Waiver. The failure of Redbox to exercise or enforce any right or provision of this
Agreement does not constitute its waiver of such right or provision.
13.6 Severability of Terms. If any provision of this Agreement 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 this Agreement, and the other provisions of this Agreement remain
in full force and effect.
13.7 Statute of Limitations Override. 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 Redbox Property must
be filed within one (1) year after such claim or cause of action arises or it will be forever barred.
13.8 Third Party Beneficiaries. Nothing in this Agreement should be construed to confer any
rights to third party beneficiaries.
13.9 Assignment. You may not assign or transfer your agreement to this Agreement. Redbox
may, without notice to you, assign any of its rights and obligations under this Agreement to any
Redbox affiliate or to the surviving entity in the event of a change of control, merger, acquisition, or
13.10 Headings. The section headings in this Agreement are for convenience only and have no
legal or contractual effect.
BY CLICKING ON THE “ACCEPT” BUTTON BELOW OR BY SIGNING A HARD
COPY PRINT-OUT OF THIS AGREEMENT, YOU INDICATE THAT YOU HAVE
READ, UNDERSTAND, ACCEPT AND CONSENT TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
REDBOX API LICENSE AGREEMENT