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Legal

SDK Terms of Use

Effective from July 11, 2018

Introduction

Soundtrack Your Brand Sweden AB (“SYB”, “we”, “us”) and you (“you”, “Partner ”) have entered into these SDK Terms of Use which are intended for the use of our Soundtrack Software Development Kit (“Soundtrack SDK”) and your development of an Application. Part of these SDK Terms of Use (“Terms of Use”, “SDK Terms of Use” or “Developer Terms of Use”) are the certification criteria set out at: developer.soundtrackbusiness.com.

Before we start

These Terms of Use does:

  • only allow you to use SYB’s Soundtrack SDK to create and distribute a Soundtrack Business player application, the Application, as set out herein.

These Terms of Use does not:

  • authorize you to re-sell the Service (this is something that is subject to a commercial agreement with SYB);
  • authorize you to use SYB’s Soundtrack API (all use of the Soundtrack API is governed by www.soundtrackyourbrand.com/legal/api-terms-of-use). The API enables you to build functionality on top of the Service including to enable customers to view the title and artist of the track that is concurrently being played, the name of the soundtrack such play is from and the specific sound zone. For the avoidance of doubt, the foregoing restriction with respect to SYB’s Soundtrack API does not apply with respect to the API which you have already received in SYB’s Soundtrack SDK (which you are allowed to use in accordance with the terms of this Agreement).
  • authorize you to sublicense, co-brand (however, subject to Section II,5), syndicate, white-label or private label the Service;
  • authorize you to bundle the Service with other products;
  • authorize you to do anything that could be construed as an endorsement of any product, service or person;
  • authorize you to use or access any SYB Third Party Content.

The Application must at all times comply with any restrictions or other terms and conditions herein.

Principles

When reviewing our Terms of Use, please keep in mind these two principles which guides the content of these Terms of Use:

  1. We respect rights holders, artists and music: We work hard to make sure that all of the music on our Service is fully licensed. The music licensing landscape is complex and in order to honour the contracts we have entered, we need to be strict on access to and anything in relation to the Service. These Terms of Use does not authorize you or any third party to use our Service. Use and access to our Service is subject to a valid subscription to a Service Tier.
  2. Our users are very important to us. Let’s give them a great experience!

    Definitions

  3. Service. “Service” means SYB’s B2B background music service (“Soundtrack Business”), it’s related websites, software applications and offers provided by SYB. The Service is licensed for non-private, commercial use only and is offered on a tiered basis in accordance with the Service Tiers.
  4. Service Tiers. “Service Tiers” means the the service tiers described in Appendix 1 attached hereto.
  5. SYB Content. “SYB Content” means any content, data, information or material made available through the Service or by SYB but at all times excluding SYB Third Party Content.
  6. SYB Third Party Content. “SYB Third Party Content” means any content licensed by SYB including sound recordings.
  7. SYB Marks. “SYB Marks” means all trademarks, service marks, logos, brand names, or trade names used to identify SYB and its products or services.
  8. Player or Application. “Player” (may also be referred to as “Application”) means any application (such as the Application), website or service that accesses the Service or SYB Content through, or which incorporates, the Soundtrack SDK. The Player can provide both Streaming as well as caching and/or conditional download functionality and the functionality offered shall be in accordance with the Service Tier that is subscribed to.
  9. Streaming. “Streaming” means using the Soundtrack SDK to enable playback of sound recordings available through the Service without storing/caching any content on the device.
  10. Documentation. “Documentation” means the documents, texts and materials made available to you on our Developer website.

Section I: Acceptance of Terms

  1. Acceptance of Terms. Using the Soundtrack SDK is subject to your agreement with the Agreement. The Agreement is comprised of the following:
    1. these SDK Terms of Use;
    2. our terms and conditions of use for the Service (available on www.soundtrackyourbrand.com/legal);
    3. our privacy policy (available on www.soundtrackyourbrand.com/legal);
    4. our branding guidelines (available on www.soundtrackyourbrand.com/legal);
    5. the Documentation.
  2. If there is an irreconcilable conflict between the SDK Terms of Use and any other document(s) comprising the Agreement, the SDK Terms of Use shall govern.
  3. Acceptance of Agreement. We invite you to review, download and use our Soundtrack SDK. Please note that this invitation is subject to your review of and agreement with the Agreement. You are not required to agree to the Agreement. However, if you reject the Agreement, you do not have any right to use the Soundtrack SDK. If you use the Soundtrack SDK, you will be deemed to have accepted the Agreement and entered into a legally binding contract with us.
  4. Acceptance on Behalf of an Organization. If you are developing on behalf of an organization, you agree to these Terms of Use for that organization and promise that you have authority to bind that organization to these Terms of Use. In that case, “you” and “your” will refer to that organization.
  5. Independent Contractors. There is no joint venture, partnership, agency, or fiduciary relationship existing between you and SYB, and the parties do not intend to create any such relationship by the Agreement.

Section II: Licenses and Permissions

  1. License to Partner. 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:
    1. Player. Use the Soundtrack SDK to develop Players that comply with the Branding Guidelines (i) for non-private commercial use (ii) by Soundtrack Business users who are subscribed to the Service (as defined in our Terms and Conditions of Use). You have the right to market, demonstrate, distribute and grant licenses in and to the Application, as incorporated into any Partner product. For the avoidance of doubt, you are not authorized hereunder to re-sell the Service nor commercialize the underlying Soundtrack SDK. All commercialization of the Service is subject to a separate written commercial agreement with SYB.
    2. Soundtrack SDK. Distribute the applicable Soundtrack SDK only in binary form as part of Players that comply with these Terms of Use to the extent such distribution is expressly described in the corresponding documentation.
    3. Soundtrack API. The use of SYB’s API’s is subject to the specific API Terms of Use, set out on www.soundtrackyourbrand.com/legal. As a clarification, the API used for the Soundtrack SDK, i.e. the API which you receive in SYB’s Soundtrack SDK, is authorized hereunder and you are allowed to use such API in accordance with the terms of this Agreement. The specific API Terms of Use shall thus not apply to the API in the Soundtrack SDK (the “splayer”-api).
    4. SYB Marks. Subject to Section II:5 below, use any of the SYB Marks solely to promote your use, and the results of your use, of the Soundtrack SDK in accordance with these Terms of Use and applicable law. You agree that except for the limited license above, these Terms of Use 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 not apply to register any trademark, trade name or other designation that is confusingly similar to the SYB Marks.
  2. Limitation. Except as expressly granted in these Terms of Use, 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 and to the Soundtrack SDK (including its documentation and specifications), all SYB websites, SYB Content, SYB Third Party Content, the Service and any derivative works thereof. Partner, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Application, i.e. the Player but at all times excluding the underlying Soundtrack SDK
  3. Third Party Software. The Service and Soundtrack SDK may include open source software or third party software. Any such software is made available to you under the terms of the applicable licenses. Please review this for the applicable notices and license terms related to the Soundtrack SDK: https://www.soundtrackyourbrand.com/legal/third-party-licenses. You are not authorized to combine and distribute the Soundtrack SDK with any third party software that results in so called copyleft e.g. GNU GPL or AGPL.
  4. License to SYB. You grant to SYB a paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license, under all of your intellectual property rights, to:
    1. Use, perform, make available, display to the public, reproduce, distribute, and import your Player 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 Player;
    2. Link to and direct users to your Player; and
    3. 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.
  5. Following the termination of this Agreement and upon written request from you, SYB shall use commercially reasonable efforts, as determined in its sole discretion, to remove references and links to your Player and any of your Marks from the SYB website or Service. SYB shall have no other obligation to delete copies of, or references or links to, your Player.
  6. License to Partner. SYB grants you a paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license, under all of our intellectual property rights to:
    1. Use, perform, make available, display to the public, reproduce, distribute, and use our name, likeness, or brand (which includes all of SYB’s trademarks, service marks, logos, brand names or trade names, our “Marks”);
    2. Link to and direct users to our Service; and
    3. Sublicense the foregoing rights to your corporate affiliates or any third parties that are working with you as development partners, hosting facilities, and in similar capacities, in order to enable them to perform their services for you.
  7. Following the termination of this Agreement and upon written request from SYB, you shall use commercially reasonable efforts, as determined in your sole discretion, to remove references and links to our Service and any and all of SYB’s Marks. You shall have no other obligation to delete copies of, or references or links to, our Service.

Section III: Restrictions

  1. General Restrictions. You agree that you will follow the restrictions set out in this Agreement and will not encourage or facilitate others to violate these restrictions.
    1. Do not use the Soundtrack SDK in any manner that is not expressly authorized in this Agreement.
    2. Do not use SYB Content for any purpose other than delivering your Player.
    3. Do not use any SYB Third Party Content hence such use is not authorized and approved under this Agreement.
    4. Do not misuse the Soundtrack SDK, including (i) modifying, editing, disassembling, decompiling, reverse-engineering, or extracting source code from the Soundtrack SDK (including any client libraries), the Service, or SYB Content (except to the extent such restrictions are expressly prohibited by law); (ii) distributing or making copies of the Soundtrack SDK or making the Soundtrack SDK available to any person, except as expressly provided in these Terms of Use; or (iii) interfering, or attempting to interfere, with the proper functioning or performance of the Soundtrack SDK or the Service.
    5. Do not facilitate or enable unauthorized access to the Service, SYB third Party Content or SYB Content, including (i) enabling access to, or use of, the Service or SYB Content in violation of these Terms of Use; (ii) attempting to circumvent or render ineffective any geographical restrictions, including any IP address-based or other restrictions; or (iii) facilitating “stream ripping” or other functionalities that make it easier for users to capture or otherwise make permanent copies of SYB Content.
    6. Do not use the Soundtrack SDK, the Service, SYB third Party Content or SYB Content for any illegal or unauthorized purpose, including (i) failing to comply with applicable laws and regulations, including, without limitation, laws regarding personal data, privacy, copyright, and export controls; or (ii) misusing SYB Intellectual Property (defined below).
    7. Do not use the Soundtrack SDK, the Service or SYB Content in any manner to compete with SYB or to build products or services that compete with the Service, SYB Content or any other SYB product or service without our permission. Notwithstanding the previous, nothing herein shall limit each Party’s ability to lawfully compete under applicable anti-trust/competition legislation.
    8. Do not improperly access, alter or store the Service, SYB Third Party Content 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 Service, SYB Third Party Content 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 Player via the Soundtrack SDK; (iii) storing or aggregating metadata, audio, or other SYB Content or SYB Third Party Content to create databases or any other compilation other than as strictly necessary to offer and operate your Player; (iv) requesting, collecting, soliciting or otherwise obtaining access to sign-in names, passwords, or other authentication credentials for the Service, other than via the means specifically provided for by the Soundtrack SDK and as strictly necessary to offer and operate your Player.
    9. Do not transfer SYB Content or SYB Third Party 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 Service.
    10. Do not use any viruses, worms, Trojan horses, or any other harmful code that could affect the Soundtrack SDK, the Service, or SYB Content.
    11. Do not damage, disparage, or take other actions that would be detrimental to SYB, the Service, SYB Content, or SYB’s content providers, corporate affiliates, and partners.
    12. 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, (ii) any SYB Content, (iii) any SYB Third Party Content or (iv) SYB’s licensors-.
    13. Do not use the Soundtrack SDK, SYB Content, SYB Third Party Content, the Service, or SYB Marks in any way to promote or distribute an application, product, service, website, or other offering, including any Player: (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.
    14. Do not artificially increase play counts, follow counts or otherwise manipulate the 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.
    15. Do not distribute or otherwise make public your Player without first having obtained SYB’s prior written approval of such Player as using the Soundtrack SDK. Such approval shall be given if the certification criteria, in SYB’s sole discretion, acting in good faith, are met and what is stated in this agreement is followed. The certification criteria can be found here: developer.soundtrackbusiness.com.
  2. Commercial Use Restrictions.This Agreement does not authorize you to resell, sublicense, co-brand, syndicate, white-label or private label the Service. Any and all commercialization of the Service is subject to a separate commercial agreement with SYB such as a reseller agreement.
  3. SYB Content and SYB Third Party Content Restrictions. In addition to the foregoing, you must comply with the following restrictions related to SYB Content and SYB Third Party Content.
    1. 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 and SYB Third Party Content in any way. For example, you are not permitted to edit sound recordings accessible through the Soundtrack SDK to create preview clips.
    2. Misleading Use. You shall not mislead SYB users as to the artist or user associated with any SYB Content or SYB Third Party Content.
    3. Service Tiers and Audio Restrictions. Streaming or other distribution of SYB Third Party content through the Player shall only be made available to customers of the Service and in accordance with the specified Service Tier that the customer has subscribed to with respect to a particular sound zone.
    4. No Content Saving Functionality. Your Player shall not provide any additional functionality that would enable users to download or save SYB Content and SYB Third Party Content, besides the existing caching mechanism in the Soundtrack SDK. For example, your Player shall not allow users to “rip” any songs or download cover art. Except as set out in this paragraph, you shall not locally cache any SYB Content and any SYB Third Party Content. Only when strictly necessary to enhance the performance of your Player and its functionality and subject to SYB approval, your Player may locally cache (i) metadata and cover art or (ii) Conditional Downloads of sound recordings.
    5. Integration with Third Party Services. You shall not create any product or service by integrating the Soundtrack SDK, the Service, or SYB Content with (i) any non-interactive internet webcasting service or (ii) with streams or other content from another service. For the avoidance of doubt, the previous shall not be interpreted to limit so-called messaging or like offering.
    6. Use on websites. You shall not use the Soundtrack SDK to embed or integrate any Streaming functionality into any website or otherwise allow access to Streaming via the web.
    7. SYB User data. For restrictions, please see Section IV.

Section IV: Users & Data

  1. You agree not to circumvent any privacy features (e.g. opt outs) offered by SYB, you, or by third parties.
  2. Subject to certain restrictions, including on use and transfer, users give you permission to use their basic account information when they connect with your Player. For all other user data obtained through use of the Soundtrack SDK, 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 Player.
  3. You will not sell or purchase any SYB Content or SYB Third Party Content, including data obtained from SYB.
  4. You shall not email SYB users unless you obtain their explicit consent or obtain their email address and permission through means other than SYB. Notwithstanding the foregoing, Partner has the right to email users of the Player.
  5. If we prohibit your use of the Soundtrack SDK or if either party terminates this Agreement, you shall delete all SYB Content and SYB Third Party Content (including user data, song metadata, etc.). If you violate these Terms of Use, we may require you to delete all such Content immediately.
  6. SYB user data can be cached only for operating your Player. If a SYB user logs out of your Player or becomes inactive, you will delete any SYB Content and SYB Third Party Content related to that user stored on your servers. To be clear, you are not permitted to store SYB Content and SYB Third Party Content related to a SYB user or otherwise request user data if a SYB user is not using your Player.
  7. If SYB informs you of a SYB user having required rectification, erasure or restriction of processing of user data to you, you must comply with such requests. You are solely responsible for your access, use, processing, and disclosure of user data and, to the extent your processing of user data is subject to European data protection laws, you will act as and be considered the sole data controller of your processing of user data. You must have a privacy policy. Any access, use, processing, and disclosure of user data shall comply with (i) this Agreement; (ii) your end user license agreement; (iii) your privacy policy; and (iv) applicable laws and regulations.
  8. When distributing the Player, Partner shall require end users to enter into an enforceable end user agreement reflecting at least the following terms:
    1. not make any warranties or representations on behalf of SYB and expressly disclaim all implied warranties with respect to the Soundtrack SDK, the Service, SYB Content and SYB Third Party Content, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement;
    2. prohibit modifying or creating derivative works based on the Soundtrack SDK, the Service, SYB Content or SYB Third Party Content;
    3. prohibit decompiling, reverse-engineering, disassembling, and otherwise reducing the Soundtrack SDK, the Service, SYB Content and SYB Third Party Content to source code or other human-perceivable form, to the full extent allowed by law.
    4. state that you are responsible for your products and disclaim any liability on the part of third parties (e.g., SYB);
    5. state that SYB is a third party beneficiary of your end user license agreement and privacy policy and is entitled to directly enforce your end user license agreement.

Section V: Access to the Soundtrack SDK

  1. Security Codes.
    1. SYB will provide you with one or more unique I.D.s, keys, passwords, security codes, or tokens (each a “Security Code”) that you must embed in your Player in order for it to work. The exact functionality of such Security Codes are subject to change by SYB.
    2. You may not sell, transfer, sublicense or otherwise disclose your Security Codes (or any other SYB credentials that you may have access to) to any other party or use it for any other purpose except in connection with your Player.
    3. You are entirely responsible for maintaining the confidentiality of your Security Codes (or any other SYB credentials that you may have access to). You agree to notify SYB immediately if you believe that your Security Codes have been compromised and cooperate with SYB in the investigation of any compromised Security Codes. You are fully responsible for all activities that occur using your Security Codes, regardless of whether such activities are undertaken by you or a third party.
  2. Enforcement of Terms of Use. We may, at all times acting reasonably, enforce these Terms of Use against you, your Player or Website if your Player or Website violates this Agreement or is negatively impacting the Soundtrack SDK, the Service, SYB Content or SYB Third Party Content. We will strive to notify you in advance and may, in our sole discretion, offer you the right to rectify (if possible to rectify) such violation within a set time. Enforcement can include revoking your Security Codes, disabling your Player, restricting your, and your Player’s, access to the Soundtrack SDK (including its functionality), requiring you to delete data, terminating our Agreement with you, or any other action that we deem appropriate.
  3. Limitations on Use of Soundtrack SDK. SYB may, at all times acting reasonably, use technical measures to prevent over-usage. SYB may at any time limit the number of service calls that your Player may make, the volume of SYB Content that may be accessed, or anything else about the Service as SYB deems appropriate, in its sole discretion but at all times acting reasonably and providing prior notification.
  4. Monitoring Usage. You agree that SYB may collect usage data related to, the Soundtrack SDK to ensure quality, improve the Service and verify your compliance with these terms. You agree not to block or interfere with such efforts. However, SYB may not collect any confidential or otherwise sensitive data nor may SYB collect any personal data (as defined in GDPR).
  5. Cooperation. You agree to cooperate with SYB in pursuing any violations of the prohibition against ripping or other capture of streamed content.
  6. Reporting of Non-Complying Players. If you believe that someone is violating these Terms of Use or misusing the Soundtrack SDK, please contact [email protected]

Section VI: Miscellaneous

  1. Development and maintenance. SYB is responsible for keeping the Soundtrack SDK updated and accessible for you. You are responsible for developing and maintaining the Player.
  2. Licenses. The Soundtrack SDK is owned by SYB and may include open source software as set out in the Soundtrack SDK. SYB is solely responsible for any and all licenses and consents pertaining to the Soundtrack SDK, the Service, the SYB Content and the SYB Third Party Content. You are solely responsible for any and all licenses and consents pertaining to software or hardware used by you with respect to the Application or your hardware.
  3. Certification. SYB has set up certification criteria, see developer.soundtrackbusiness.com. All Players shall be certified in accordance with the certification criteria before these Players are used by any customer, and Players shall at all times comply with the certification criteria, unless anything else is approved by SYB in writing (e.g. for pilot purposes). Certification criteria are subject to change by SYB’s sole discretion.
  4. Updates. SYB reserves the right to modify the Soundtrack SDK and to release subsequent versions of the Soundtrack SDK. Should the update in any way be dependent on any actions by you, you shall take such actions within a reasonable time (however no longer than within one month) after the delivery of the updated Soundtrack SDK, unless anything else is agreed upon between the parties.
  5. Support. In order to ensure a good customer experience, you are responsible for any support regarding the Player (e.g. internet connection).
  6. Toolchain. You shall provide SYB with a toolchain supporting at least one C++ standard release within the past five years. You shall provide such within three months from SYB’s request.

Section VII: Representations and Warranties, Limitation of Liability, Indemnification, Disclaimers, Release

  1. Representations and Warranties. In addition to any other representations, warranties and covenants made herein, the following representations and warranties and covenants are given:
    1. Each Party has the legal capacity to enter into these Terms of Use;
    2. Any and all information you provide to SYB is and shall be true, accurate, complete and up to date;
    3. You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to provide your Player and perform your obligations hereunder;
    4. You own or have secured all rights necessary to copy, display, distribute, render, and communicate and make available all content (other than SYB Content or SYB Third Party Content) on or within your Player;
    5. Your use of the Soundtrack SDK complies with all applicable laws and regulations, including without limitation, any right of privacy, publicity, copyright, trademark, patent, trade secret or contractual right; and
    6. Your use of the Soundtrack SDK 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.
  2. LIMITATION OF LIABILITY.
    1. 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 SERVICE, SYB CONTENT, SYB THIRD PARTY CONTENT OR THE SOUNDTRACK SDK, 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 SERVICE OR THE SOUNDTRACK SDK IS TO STOP USING THEM. 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).
    2. INDEMNIFICATION. 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 SOUNDTRACK SDK, THE SERVICE OR SYB CONTENT, SYB THIRD PARTY CONTENT OR YOUR VIOLATION OF THE TERMS OF THIS AGREEMENT OR YOUR VIOLATION OF ANY LAWS, REGULATIONS, OR THIRD PARTY RIGHTS.
  3. DISCLAIMERS.
    1. ANY USE OF THE SOUNDTRACK SDK IS AT YOUR OWN RISK. THE SOUNDTRACK SDK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE IS NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE SOUNDTRACK SDK, THE SERVICE, SYB THIRD PARTY CONTENT 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.
    2. SYB EXPRESSLY DISCLAIMS ANY WARRANTY THAT: (I) THE SOUNDTRACK SDK, THE SERVICE, SYB THIRD PARTY CONTENT OR SYB CONTENT WILL MEET ALL OF YOUR REQUIREMENTS; (II) THE OPERATION OF THE SOUNDTRACK SDK, THE SERVICE OR THE SYB CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) THE SOUNDTRACK SDK, THE SERVICE OR SYB CONTENT WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR CONSISTENT WITH YOUR EXPECTATIONS.
    3. FURTHER, SYB HAS NO OBLIGATION TO PROVIDE YOU OR ANY USERS OF YOUR PLAYER WITH SOFTWARE UPGRADES, ENHANCEMENTS, OR MODIFICATIONS TO THE SOUNDTRACK SDK OR THE SERVICE.
  4. Release. The parties agree that any claim arising out of or related to the Soundtrack SDK, the Service, SYB Third Party Content or SYB Content or the Player or otherwise arising out of the Terms of Use must be brought within two years after the claim accrues. Otherwise such claim is permanently barred.

Section VIII: Other Legal Terms

  1. Entire Agreement. This Agreement constitute the entire agreement between you and SYB with respect to the subject matter hereof and supersede any prior agreements, whether oral or written, concerning the subject matter of these Terms of Use. Any and all use of the Service shall be subject to SYB’s General Terms and Conditions.
  2. Changes to the Agreement. We may revise this Agreement 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 (for example via our developer site or by email). By continuing to access or use the Soundtrack SDK after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new terms, you must terminate this Agreement, stop using the Soundtrack SDK, delete all SYB Content and SYB third Party Content and cease all operation, promotion, distribution and support of all your products and services that rely on the Soundtrack SDK.
  3. Non-exclusive Agreement and Competition.
    1. These Terms of Use 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 Player, website or other products or services provided by you. Nothing in these Terms of Use 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 each other.
    2. If you provide SYB with any feedback with respect to the Soundtrack SDK (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.
  4. Assignment. 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.
  5. Intellectual Property.
    1. SYB respects intellectual property rights, and expects you to do the same. The Soundtrack SDK, the Service, SYB Content, SYB Third Party 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.
    2. 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.
    3. 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.
    4. You will not contest, or assist others in contesting, the validity, enforceability, ownership, or title of any Intellectual Property.
    5. Further, you may not remove or alter any copyright, trademark, or other intellectual property notice contained in or provided through SYB’s Intellectual Property.
    6. The Player and your Marks are the property of you or your licensors and protected by intellectual property rights. We do not have the right to use such 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 we shall not acquire, any ownership interest in your intellectual property.
  6. Confidentiality. In connection with this Agreement and the parties’ interactions with one another, a party (receiving party) may be given access to certain non-public information, software, specifications, or code (“Confidential Information”), which is confidential and proprietary to the other party (disclosing party). The receiving party may use the Confidential Information of the disclosing party only as necessary in exercising such rights as are granted in these Terms of Use. The receiving party may not disclose any of this Confidential Information to any third party without the disclosing party’s prior written consent. The receiving party further agrees that it will protect the Confidential Information of the disclosing party from any unauthorized use, access, or disclosure with no less than a reasonable degree of care than its own confidential information.
  7. Publicity. You may not suggest a partnership with, sponsorship by, or endorsement by SYB without SYB’s prior written approval. Each Party permits the other party to make public statements about your use of the Soundtrack SDK and the cooperation hereunder at any time subject to the other party’s approval of such message, not to be unreasonably withheld or delayed.
  8. Term, Termination and Survival. This Agreement begins on either (i) the date you demonstrate your acceptance of the Terms of Use or (ii) when you first use the Soundtrack SDK and shall continue until terminated (the “Term”) as permitted under these Terms of Use.
    1. Compliance with the provisions of the Agreement is very important. Any licenses contained in these Terms of Use will terminate automatically and without notice if you fail to comply with them.
    2. We reserve the right to modify, suspend or discontinue the Soundtrack SDK and/or the Service, or to terminate your ability to use the Soundtrack SDK, at any time prior to or after your development of a Player or Application, without notice, for any reason or for no reason, without any liability to you or any users.
    3. We may terminate these Terms of Use by notice to you of termination or by terminating your ability to use the Soundtrack SDK. You may terminate these Terms of Use by ceasing all use of the Soundtrack SDK and notifying us.
    4. Upon any termination or notice of any discontinuance, you must immediately cease and desist from using the Soundtrack SDK and delete all SYB Content and SYB Third Party Content obtained through use of the Soundtrack SDK (including, without limitation, from your servers).
  9. Severability. Should for any reason, or to any extent, any provision of these Terms of Use be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of these Terms of Use and the application of that provision shall be enforced to the extent permitted by law.
  10. Governing Law and Venue. This Agreement shall be governed by the substantive law of Sweden. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The arbitration proceedings shall be held in Stockholm, Sweden. The language of the proceedings, documentation and the award shall be English, unless anything else is agreed upon between the parties in writing. The Parties undertake and agree that arbitral proceedings pursuant to this Agreement shall be kept strictly confidential, and all information disclosed in the course of such proceedings, as well as the contents of any decision or award made, shall constitute confidential information.
  11. No Waiver. The failure or delay by SYB to exercise or enforce any right or provision of these Terms of Use or rights under applicable law shall not constitute a waiver of any such provisions or rights.


Appendix 1:


Tier Structure


Glossary



Service
The B2B music service run and operated by Soundtrack Your Brand. The Service is offered on a tiered basis as set out below.

Customer
The legal entity which SYB has got a contractual relationship with.

Venue
A business location, restaurant or another public establishment.

Sound Zone
A Venue has got at least one Sound Zone and each Sound Zone plays an individual stream of content. A Sound Zone requires a subscription to a Service Tier in order to play
music.

Music Managers
The user of the Service. Typically, the purchaser and administrator of the Service, often located at HQ.

Staff
Operators of a Venue.

Visitors
The visitors of a Venue, typically individual consumers.

DMCA Performance Complement

  • Not more than three tracks (and not more than two tracks in a row) from the same album within a three-hour period will be played.
  • Not more than four tracks (and not more than three tracks in a row) from the same artist or compilation within a three-hour period will be played.
  • No pre-announcement to Visitors of upcoming tracks, albums or artists.

Interactivity
The ability to select a particular track to listen to on-demand or select a specifically created program.