Effective from January 1, 2016
Section I: Acceptance of Terms
Other Terms Incorporated.
Acceptance on Behalf of an Organization.
If you are developing on behalf of an organization, you agree to these API Terms for that organization and assure that you have authority to bind that organization and its parents, subsidiaries, and sister companies to these API Terms. In that case, “you” and “your” will refer to that organization, its parents, subsidiaries, and sister companies.
There is no joint venture, partnership, agency, or fiduciary relationship existing between you and SYB, and there is no intention to create any such relationship by this Agreement – both you and we remain independent.
Section II: Definitions
Before we go any further, we think it would be helpful to define a few key terms. Any defined terms not set out in this section will be clearly defined elsewhere in these API Terms.
“SYB Content” means any content, data, information or material made available through the API Service or by SYB.
“SYB Marks” means all trademarks, service marks, logos, brand names, or trade names used to identify SYB and its products or services.
“SYB Service” means the service, websites, software applications, and offers provided by SYB.
SYB Developer Application or SDA.
“SYB Developer Application” or “SDA” means any application, website or service that accesses the SYB Service or SYB Content through, or which incorporates, the API to retrieve information from the SYB Service. For the avoidance of doubt, a SDA may not provide streaming functionality.
Section III: Licenses and Permissions
License to developer.
Subject to and conditional upon your compliance at all times with these API Terms, SYB grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term (defined in the “Term, Termination and Survival” Section) to the following:
- Use the API to develop and distribute SDAs that comply with the Terms and Conditions for Marketing and Branding for use with the SYB Service.
- Use any of the SYB Marks found in the SYB Terms and Conditions for Marketing and Branding solely to promote your use, and the results of your use, of the API in accordance with these API Terms, applicable law, and the SYB Terms and Conditions for Marketing and Branding. You agree that except for the limited license above, these API Terms do not grant you any rights to the SYB Marks and that all goodwill generated through your use of such marks is to the sole benefit of SYB. If you use any SYB Marks, you will at no time contest or aid in contesting the validity or ownership of those SYB Marks or SYB’s rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to the SYB Marks.
Except as expressly granted in these API Terms, neither party grants the other party any intellectual property rights or other proprietary rights. As between you and SYB, SYB, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in the API, all SYB websites, SYB Content, SYB Services, and any derivative works thereof.
Third Party Software.
The SYB Service may use open source software or third party software. Any such software is listed on https://www.soundtrackyourbrand.com/legal/third-party-licenses.
License to SYB.
You grant to us a paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license, under all of your intellectual property rights, to:
- Use, perform, make available, display to the public, reproduce, distribute, and import your SDA and use your name, likeness, or brand (which includes all of your trademarks, service marks, logos, brand names or trade names, your “Marks”) to the extent it is incorporated into your SDA;
- Link to and direct users to your SDA; and
- Sublicense the foregoing rights to our corporate affiliates or any third parties that are working with us as development partners, hosting facilities, and in similar capacities, in order to enable them to perform their services for us.
Following the termination of this Agreement and upon written request from you, SYB shall make commercially reasonable efforts, as determined in its sole discretion, to remove references and links to your SDA and any of your Marks from the SYB website or SYB Service. SYB shall have no other obligation to delete copies of, or references or links to, your SDA.
Section IV: Restrictions
You agree that you will follow the restrictions set out below and will not encourage or facilitate others to violate these restrictions.
- Do not use the SYB API in any manner that is not expressly authorized in this Agreement.
- Do not use SYB API for any purpose other than delivering your SDA.
- Do not misuse the API in any way, including (i) modifying, editing, disassembling, decompiling, reverse-engineering, or extracting source code from the SYB API (including any client libraries)and (ii) interfering, or attempting to interfere, with the proper functioning or performance of the API.
- Do not use the API for any illegal or unauthorized purpose.
- Do not use the API in any manner to compete with SYB or to build products or services that compete with SYB products or services without our permission.
- Do not improperly access, alter or store the SYB Service or SYB Content, including (i) using any robot, spider, site search/retrieval application, or other tool to retrieve, duplicate, or index any portion of the SYB Service or SYB Content (which includes playlist data) or collect information about SYB users for any unauthorized purpose; (ii) making excessive service calls that are not strictly required for the proper functioning of your SDA via the API; (iii) aggregating SYB Content to create databases or any other compilation other than as strictly necessary to offer and operate your SDA; (iv) requesting, collecting, soliciting or otherwise obtaining access to sign-in names, passwords, or other authentication credentials for the SYB Service, other than via the means specifically provided for by the API and as strictly necessary to offer and operate your SDA or as expressly authorized by a SYB user.
- Do not transfer SYB Content to unauthorized third parties, including (i) directly or indirectly transferring any data (including aggregate, anonymous or derivative data) received from SYB to, or use such data in connection with, any ad network, ad exchange, data broker, or other advertising or monetization-related toolset, even if a user consents to such transfer or use; or (ii) to another music service that competes with SYB or the SYB Service.
- Do not use any viruses, worms, Trojan horses, or any other harmful code that could affect the API, SYB Service, or SYB Content.
- Do not damage, disparage, or take other actions that would be detrimental to SYB, the SYB Service, SYB Content, or SYB’s content providers, corporate affiliates, and partners.
- Do not associate, imply, or otherwise suggest an endorsement, tie-in, co-branding, or promotion of any brand, service, website, product, or offering with or by (i) SYB (except as allowed by the Terms and Conditions for Marketing and Branding), or (ii) any SYB Content, including any artist, record label, or sound recording.
- Do not synchronize or otherwise use SYB Content with any visual or audio media output (including any advertisement, film, television program, slideshow, podcast, exercise program, video or game)
- Do not improperly access or alter the SYB Service to enable your application to include, or facilitate, any upload of audio and/or video content.
- Do not use the API, SYB Content, SYB Service, or SYB Marks in any way to promote or distribute an application, product, service, website, or other offering, including any SDA: (i) that is associated with, promotes, features, encourages, facilitates, or condones (a) illegal activity or the illegal or unauthorized use or sharing of audio and/or audiovisual content; (b) any illegal, defamatory, obscene, sexually explicit, malicious, or discriminatory content; (c) violence; (d) political positions or political candidates and/or religious causes; (e) the sale or advertisement of tobacco products, ammunition, firearms, and/or pornography; or (f) content that is deceptive or fraudulent; (ii) that could be considered defamatory of third parties, obscene, malicious, or discriminatory in any way, including but not limited to on the basis of race, disability, sex, sexual orientation, or religion; (iii) that infringes any intellectual property or other right of SYB or any third party, including, without limitation, any right of privacy, publicity, copyright, trademark, patent, or contractual right; or (iv) that is used to harass, embarrass, harm, or improperly target any SYB user or artist.
- Do not artificially increase play counts, follow counts or otherwise manipulate the SYB Service (i) by using a script or automated process, (ii) by providing any form of compensation (financial or otherwise) to users, or (iii) by any other means.
Commercial Use Restrictions.
Unless you receive SYB’s written approval, the following are the only commercial uses of SDAs permitted under these API Terms:
- sale of advertising, sponsorships, or promotions on the SDA or Website;
- sale of, or sale of access to, a SDA (including any e-commerce initiated via the SDA);
For the avoidance of doubt, you may not offer any SYB Content for any separate sale or charge or standalone product. For example, you may not offer access to metadata or cover art conditional on the purchase of tokens or credits or any other in-app payment feature. Further, you may not sell the API, SYB Content, or SYB Service or access to any of the foregoing.
SYB Content Restrictions.
In addition to the foregoing, you must comply with the following restrictions related to SYB Content.
Editing, Modifying, and Altering.
Except as set out in this paragraph or agreed upon by SYB in writing, you shall not edit, modify, alter or create derivative works of SYB Content in any way. You may, however, adjust the size of metadata or cover art as necessary for use authorized under this Agreement.
You shall not mislead SYB users as to the artist or user associated with any SYB Content.
Your application shall carry a SYB trademark to make it clear that the SYB Content is being provided through the SYB Service.
Except as set out in this paragraph, you shall not locally cache any SYB Content. Only when necessary for the performance of your SDA and its functionality, your SDA may locally cache metadata and cover art.
Artist- or Label-Specific Use Prohibited.
Your SDA shall not have a specific artist or artists or the content of a specific record label or rights holder as the sole subject of the SDA unless you have express permission from that rights holder.
Games and Trivia Quizzes.
Unless you receive SYB’s written approval, you shall not use the API to incorporate SYB Content into any game functionality (including trivia quizzes).
No Content Saving Functionality.
Your SDA shall not provide any functionality that would enable users to download or save SYB Content. For example, your SDA shall not allow users to “rip” any playlists or download cover art.
Metadata and Cover Art Restrictions.
Metadata and cover art available via the SYB Service shall include a link back to the applicable artist, album, track, or playlist on the SYB Service, or content provider as applicable. You shall use the identifiers provided by SYB via the SYB Service in order to comply with the restrictions in this paragraph. You shall not offer metadata and/or cover art as a standalone service or product.
Integration with Third Party Services.
You shall not create any product or service by integrating the API, SYB Service, or SYB Content with (i) any non-interactive internet webcasting service or (ii) with streams from another service.
Use on websites.
You shall not use the API to embed or integrate any Streaming functionality into any website or otherwise allow access to Streaming via the web.
Section V: Users & Data
You agree not to circumvent any privacy features (e.g., opt outs) offered by SYB, you, or by third parties.
You will only request the data you need to operate your SDA.
Subject to certain restrictions, including on use and transfer, users give you permission to use their basic account information when they connect with your SDA. For all other user data obtained through use of the API, you must obtain explicit consent from the user who provided the data to us before using it for any purpose other than displaying it back to the user on your SDA.
You will not sell or purchase any SYB Content, including data obtained from SYB.
You shall not email SYB users unless you obtain their explicit consent or obtain their email address and permission through means other than SYB.
If we prohibit your use of the API or if either party terminates this Agreement, you shall delete all SYB Content (including user data, song metadata, etc.). If you violate these API Terms, we may require you to delete all SYB Content.
SYB user data can be cached only for operating your SDA. If a SYB user logs out of your SDA or becomes inactive, you will delete any SYB Content related to that user stored on your servers. To be clear, you are not permitted to store SYB Content related to a SYB user or otherwise request user data if a SYB user is not using your SDA.
You must provide all users with a working mechanism to disconnect their SYB account from your application at any time and provide clear instructions on how to do so. Further, when a user disconnects their SYB account, you agree to delete and no longer request or process any of that SYB user’s data.
You are solely responsible for your access, use, processing, and disclosure of SYB user data and, to the extent applicable, you shall act as and be considered a data controller.
Prior to using the API, you must have in place industry standard security and protections for any SYB Content (including user data) in your possession and/or control. You are also responsible for the security measures used by third parties providing services to you.
When distributing the SDA, you shall require end users to agree to an enforceable end user agreement reflecting at least the following minimum terms:
- not make any warranties or representations on behalf of SYB and expressly disclaim all implied warranties with respect to the API, SYB Service and SYB Content, including the implied warranties of merchantability, * fitness for a particular purpose and non-infringement;
- prohibit modifying or creating derivative works based on the API, SYB Service or SYB Content;
- prohibit decompiling, reverse-engineering, disassembling, and otherwise reducing the API, SYB Service, and * SYB Content to source code or other human-perceivable form, to the full extent allowed by law;
- state that you are responsible for your products and disclaim any liability on the part of third parties (e.g., SYB);
You will make a complete and accurate disclosure to end users of the privacy practices and policies applicable to your SDA or Website, including, without limitation, notice to the end user:
- of the information you collect from users;
- about how you collect, use, and share that information;
- that you allow third parties to place Cookies on users’ browsers in order to collect information about their browsing activities; and
- about users’ options for Cookie management.
If your SDA or service is targeted to children, you may not embed or otherwise use the API. If you have actual knowledge that specific people using your SDA or online service are children under 13, you must block the use of the API for those people. You must not knowingly share information with SYB that you have collected from children under the age of 13 unless you obtain verifiable parental consent that covers SYB’s collection, use, and disclosure in compliance with applicable law.
If your application contains content submitted or provided by third parties, you must comply with local copyright laws and implement an appropriate “notice and takedown” process upon receiving a notice of claimed infringement.
Section VI: Access to the API
To access the API, you will need to send an e-mail to [email protected]
Enforcement of API Terms.
We may enforce these API Terms against you, your SDA or Website if we conclude that your SDA or Website violates this Agreement or is negatively impacting the API, SYB Service, SYB Content or SYB Marks. We may or may not notify you in advance. Enforcement can include disabling your SDA, restricting your, and your SDA’s, access to the API, requiring you to delete data, terminating our Agreement with you, or any other action that we deem appropriate.
Limitations on Use of the API.
SYB may limit the number of service calls that your SDA may make, the volume or type of SYB Content that may be accessed, or anything else about the SYB Service as SYB deems appropriate, in its sole discretion, without notice. SYB may use technical measures to prevent over-usage or stop usage of the API.
You agree that SYB may monitor your use of, and collect usage data related to, the API to ensure quality, improve the SYB Service and verify your compliance with these terms. You agree not to block or interfere with such efforts and to provide us with reasonable access to information related to your compliance with these API Terms. SYB may use any technical means to overcome any interference. At our sole discretion we may request, and you shall provide, proof that your website, product or service and any content within your website, product or service is properly licensed.
You agree to cooperate with us in pursuing any violations of the prohibition against ripping or other capture of streamed content, or any other inappropriate use of the API or the SYB Service.
Reporting of Non-Complying SDAs. If you believe that someone is violating these API Terms, please contact us.
Modification of the API. SYB reserves the right to modify the API and to release subsequent versions at any time without notice to you. You may be required to obtain and use the most recent version of the API in order for your SDA to function.
You agree that upon request from Universal International Music B.V. (UMG), in order for you to access (or to continue accessing) SYB Content that belongs to UMG, you shall enter into a direct arrangement with UMG.
Section VII: Representations and Warranties, Limitation of Liability, Indemnification, Disclaimers, Release
Representations and Warranties.
In addition to any other representations, warranties and covenants made by you, you represent, warrant and covenant to SYB that:
- You have the legal capacity to enter into these API Terms;
- Any and all information you provide to SYB is and shall be true, accurate, complete and up to date;
- You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to provide your SDA and perform your obligations hereunder;
- You own or have secured all rights necessary to copy, display, distribute, render, and publicly perform all content (other than SYB Content) on or within your SDA or Website;
- Your use of the API complies with all applicable laws and regulations, including without limitation, any right of privacy, publicity, copyright, trademark, patent, trade secret or contractual right; and
- Your use of the API shall not infringe any intellectual property or other rights of SYB or any third party, including without limitation, any right of copyright, trademark, patent, privacy, publicity, or contractual right.
Limitation of liability.
To the maximum extent permitted by applicable law, in no event shall SYB, its affiliates, officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors be liable to you or any third party for any indirect, incidental, special, punitive or consequential damages (including but not limited to any loss of data, service interruption, computer failure, or pecuniary loss) arising out of the use of, or inability to use, the SYB Service, SYB Content, or the API, including any damages resulting therefrom, regardless of the form of the action or the basis of the claim, even if advised of the possibility of such damages. Your only right with respect to any problems or dissatisfaction with the API is to stop using the API. Some jurisdictions do not allow the limitation or exclusion of liability for certain types of damages referred to above (including incidental or consequential damages). Accordingly, some of the above limitations and exclusions may not apply to you. You agree that SYB’s aggregate liability under this Agreement is limited to five hundred dollars ($500).
You shall indemnify and hold SYB and its affiliates, officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors harmless from any claim or demand (including but not limited to reasonable attorney fees and costs of investigation) made by a third party due to or arising out of or related to your use of the API, SYB Service or SYB Content or your violation of the terms of this Agreement or your violation of any laws, regulations, or third party rights.
Any use of the API is at your own risk. The API is provided on an “as is” and “as available” basis. There is no warranty, expressed or implied, as to the API , SYB Service or SYB Content, including any warranty of merchantability, fitness for a particular purpose or non-infringement. No advice or information, whether oral or in writing, obtained by you from SYB shall create any warranty on behalf of SYB in this regard.
SYB expressly disclaims any warranty that: (i) the API, SYB Service or SYB Content will meet all of your requirements; (ii) the operation of the API, the SYB Service or the SYB Content will be uninterrupted, timely, secure or error-free; or (iii) the API, SYB Service or SYB Content will provide results that are accurate or reliable or consistent with your expectations.
Further, SYB has no obligation to provide you or any users of your SDA with support, software upgrades, enhancements, or modifications to the API or SYB Service. You are solely responsible for providing user support and any other technical assistance to your users.
Your agree that any claim arising out of or related to the API, SYB Service or SYB Content or otherwise arising out of the API Terms must be brought within one year after the claim accrues. Otherwise such claim is permanently barred. In addition, if you have a dispute with one or more third parties (for example, SYB users or account holders) in connection with the API, SYB Service or SYB Content, you release SYB and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments and claims arising out of or in any way connected with such disputes. To the extent that California Civil Code 1542 is applicable to you, you waive California Civil Code 1542 with respect to the foregoing claims described in this paragraph: “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 debtor.”
Section VIII: Other Legal Terms
These API Terms constitute the entire agreement between you and SYB with respect to your use of the API and supersede any prior agreements, whether oral or written, concerning the subject matter of these API Terms.
Changes to the Agreement.
We may revise these API Terms from time to time and the most current version will always be posted on our website, so please check it regularly. If a revision is material we will notify you by email. By continuing to access or use the API after revisions become effective, you agree to be bound by the revised API Terms. If you do not agree to the new terms, you must terminate this Agreement, stop using the API, delete all SYB Content and cease all operation, promotion, distribution and support of all your products and services that rely on the API.
Non-exclusive Agreement and Competition.
These API Terms are a non-exclusive agreement. Please understand that SYB and/or other third parties (including other developers) may be developing and may develop products and services that may be similar to or competitive with your SDA, website or other products or services provided by you. Nothing in these API Terms shall in any way restrict or preclude SYB and/or such third parties from creating and fully exploiting such products, services or other business activities without any obligation to you.
If you provide SYB with any feedback (including suggestions, comments, improvements, ideas, etc.), you assign all right, title and interest in and to such feedback to SYB 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, accounting or compensation.
You shall comply with all applicable export and re-export control laws and regulations in connection with your use of the API.
You may not assign any of your rights or delegate any of your duties under this Agreement, in whole or in part, to any person or entity. SYB may assign, delegate or novate this Agreement or any part thereof to any third party without restrictions.
Each corporate affiliate of SYB shall be a third party beneficiary to these API Terms, and such corporate affiliates shall be entitled to directly enforce, and rely upon, any provision of these API Terms which confers a benefit on them (including the right to enforce your end user license agreement). Other than the preceding sentence and Section V.12, nothing in this Agreement shall create any third party beneficiaries, or confer any rights in any third parties.
SYB respects intellectual property rights, and expects you to do the same. The API, SYB Service, SYB Content and any SYB Marks (our “Intellectual Property”) are the property of SYB or SYB’s licensors and protected by intellectual property rights. You do not have the right to use the Intellectual Property in any manner not covered by this Agreement.
Nothing in this Agreement shall be construed to convey, and by virtue of this Agreement you shall not acquire, any ownership interest in the Intellectual Property.
You shall not contest, or assist others in contesting, the validity, enforceability, ownership, or title of any Intellectual Property. You agree not to attempt to use or register any trademark or domain name that includes the word “SYB,” any other SYB trademark, or any name that is confusingly similar to any of them.
Further, you may not remove or alter any copyright, trademark, or other intellectual property notice contained in or provided through SYB’s Intellectual Property.
In your interactions with SYB, you may be given access to certain non-public information, software, specifications, or code (“Confidential Information”), which is confidential and proprietary to SYB. You may use this Confidential Information only as necessary in exercising such rights as are granted to you in these API Terms. You may not disclose any of this Confidential Information to any third party without SYB’s prior written consent. You further agree that you will protect this Confidential Information from any unauthorized use, access, or disclosure using no less than a reasonable degree of care and in no event a lower degree of care than for your own confidential information.
You may not suggest a partnership with, sponsorship by, or endorsement by SYB without SYB’s prior written approval. You permit SYB to make public statements about your use of the API at any time.
Term, Termination and Survival.
This Agreement begins on either (i) the date you demonstrate your acceptance of the API Terms or (ii) when you first use the API, and shall continue until terminated (the “Term”) as permitted under these API Terms. Compliance with the provisions of these API Terms is very important. Any licenses contained in these API Terms will terminate automatically and without notice if you fail to comply with them.
We reserve the right to modify, suspend or discontinue the API and/or the SYB Service, or to terminate your ability to use the API, at any time prior to or after your development of a SDA, website, product or service, without notice, for any reason or for no reason, without any liability to you or your users.
SYB may terminate these API Terms by notice to you of termination or by terminating your ability to use the API. You may terminate these API Terms by ceasing all use of the API and notifying SYB.
Upon any termination or notice of any discontinuance, you must immediately cease and desist from using the API and delete all SYB Content obtained through use of the API (including, without limitation, from your servers).
The Sections on Limitations (III), Licence to SYB (III), Users and Data (V), Reps and Warranties (VII), Non-Exclusivity (VIII), Assignment (VIII), Third Parties (VIII), Intellectual Property (VIII), Confidentiality (VIII), Severability (VIII) and Disputes (IX) (or any section necessary to interpret such clauses) shall survive any termination or expiration of these API Terms and will continue to bind you.
Should for any reason, or to any extent, any provision of these API Terms be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of these API Terms and the application of that provision shall be enforced to the extent permitted by law.
Section IX: Disputes
Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity thereof, or any non-contractual obligations arising out of or in connection with this Agreement, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. All arbitrators shall be appointed by the institute. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be Swedish (unless otherwise agreed by the disputing parties).
All arbitral proceedings conducted pursuant to Section IX.1, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing parties.
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.
Class action waiver.
You and SYB agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both you and SYB agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.