Terms of Service
The Echo Nest Developer Network's Terms of Service, August 3rd, 2015API LICENSE AGREEMENT
THIS IS A LEGALLY BINDING AGREEMENT. PLEASE READ IT CAREFULLY. BY CLICKING ACCEPT BELOW, YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS. IF YOU HAVE ANY QUESTIONS OR COMMENTS TO THIS AGREEMENT, PLEASE CONSULT YOUR ATTORNEY. YOU MAY ALSO CONTACT US AT firstname.lastname@example.org PRIOR TO ACCEPTING THESE TERMS.
GRANT OF LICENSE - Subject to your ("Licensee's") full compliance with all of the terms and conditions of this Platform License Agreement ("Agreement"), The Echo Nest Corporation, a Delaware Corporation ("The Echo Nest" or “Licensor”) grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to use the Echo Nest's application program interfaces (“API’s”), software, the results and proceeds thereof (including without limitation all data, arrangments, playlists, identifiers, descriptors, id’s, urls, etc. received through use of the API’s or software referred to as "EN Data") and other materials provided by The Echo Nest at developer.echonest.com (collectively the “EN Platform”) solely to develop and distribute non-commercial applications that interoperate with the EN Platform for non-commercial purposes. Notwithstanding the foregoing, Licensee’s use of Project Rosetta Stone or use of the EN Platform to enable audio/video streaming is subject to additional Echo Nest written approval prior to use. Licensee may not install or use the EN Platform for any other purpose without The Echo Nest's prior written consent. Licensee shall not use the EN Platform in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of illegal activities or activities in conflict with established industry norms (to be determined at The Echo Nest's sole reasonable discretion). Use of the EN Platform for purposes that support, encourage or induce copyright infringement is strictly prohibited.
OTHER RESTRICTIONS - Except as expressly and unambiguously authorized under this Agreement, licensee may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, create derivative works from, or alter any part of the EN Platform, (ii) improperly access, alter or store the EN Platform including using any robot, spider, site search/retrieval application or other tool to retrieve, duplicate, or index any portion of the EN Data (iii) create multiple user accounts, for use with a single application, (iv) offer the EN Platform within any product or application on a rebranded, third-party branded, co-branded or ”white label” basis or that otherwise enables a user experience on another third-party application, (iv) use the EN Platform to create, develop, distribute or market any product, application or service that is competitive to The Echo Nest and/ or its affiliates (to be determined at Echo Nest’s sole discretion), (v) use the EN Platform in any manner that makes the EN Platform available to any third party, in whole or in part, (vi) transfer EN Data to any ad network, ad exchange, data broker, or other advertising or monetization-related toolset or to any other service that competes directly or indirectly with the Echo Nest and/ or its affiliates or to any other unauthorized third party (vii) otherwise use the EN Platform on behalf of any third party. The Echo Nest reserves the right to make any and all alterations to the EN Platform and applicable service levels and to revoke any license provided herein at any time for any reason. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of The Echo Nest or any other party or licensor except in accordance with attribution requirements herein. No rights or licenses are granted except as expressly and unambiguously set forth herein. The Echo Nest reserves all rights and causes of action in connection with any breach of this Agreement.
PROPRIETARY RIGHTS - As between The Echo Nest and Licensee, the EN Platform and all intellectual property rights in and to the EN Platform are and shall at all times remain the sole and exclusive property of The Echo Nest and are protected by applicable intellectual property laws and treaties.
LICENSE TO THE ECHO NEST. Licensee hereby grants to The Echo Nest the non-exclusive right and license to display, promote and link to all websites and other products using the EN Platform, provided that The Echo Nest shall (i) give Licensee notice of such display/distribution (ii) attribute the work to Licensee and include a url or other contact information for Licensee as reasonably determined by The Echo Nest in its sole discretion or as provided in the “Showcase” section of the developer website. Licensee further grants to The Echo Nest an irrevocable, non-exclusive license to any and all data provided by Licensee to The Echo Nest in connection with Licensee's use of the EN Platform, including without limitation, any user data, text relating to Licensee's music catalog and/or website and any sound recordings, musical compositions or other works. Licensee represents and warrants that all materials provided by Licensee to The Echo Nest shall not violate any third party rights and shall be free of any and all claims.
ATTRIBUTION REQUIREMENTS. Licensee must reasonably display attribution on all embodiments and uses of the EN Platform, including, but not limited to Licensee's web site or application in a manner consistent with the following guidelines: All uses of the EN Platform must reasonably display The Echo Nest Logo (the Logo) available at http://developer.echonest.com/pages/logos along with a link to www.echonest.com using the standard linking format. Failure to attribute The Echo Nest shall be deemed a material breach of this Agreement.
WARRANTY DISCLAIMER - THE EN PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE ECHO NEST AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE EN PLATFORM, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, THE ECHO NEST DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE EN PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE AGREES TO OBTAIN ANY REQUIRED LICENSES/CONSENTS AND COMPLY WITH ANY TERMS OF SERVICE FOR USE OF THE EN SEARCH RESULTS.
SUPPORT AND UPGRADES - This Agreement does not entitle Licensee to any support for the EN Platform, unless Licensee makes separate arrangements with The Echo Nest in writing and meets all obligations under such separate arrangements. Any such support provided by The Echo Nest shall be subject to the terms of this Agreement.
LIABILITY LIMITATION - REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL THE ECHO NEST OR VENDORS, AFFILIATES OR ASSIGNS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE EN PLATFORM. EVEN IF THE ECHO NEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, THE ECHO NEST DISCLAIMS ALL LIABILITY OF ANY KIND OF THE ECHO NEST'S VENDORS.
INDEMNITY - Licensee agrees that The Echo Nest shall have no liability whatsoever for any use Licensee makes of the EN Platform. Licensee shall indemnify and hold harmless The Echo Nest and its affiliates from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the EN Platform or from breach of this Agreement and/or any of the representations and warranties made herein.
TERM AND TERMINATION - This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all instances of the EN Platform (including all EN Data) and shall so certify to The Echo Nest that such actions have occurred (including all cached ephemeral copies) within five (5) days of such termination (“EN Platform Removal”). The Echo Nest or its representatives may, at The Echo Nest's expense, as often as The Echo Nest may request, inspect Licensee’s systems as it deems necessary to ensure that Licensee has completed the EN Platform Removal and is in compliance with this Agreement's terms and conditions. Licensee shall cooperate with The Echo Nest in conducting any such inspection. The Echo Nest agrees that no inspection hereunder shall unreasonably interfere with Licensee's business. Sections 6 through 14 shall survive termination of this Agreement.
GOVERNMENT USE - If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the EN Platform is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The EN Platform is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the EN Platform by the Government shall be governed solely by the terms of this Agreement.
EXPORT CONTROLS - Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the EN Platform in violation of any such restrictions, laws or regulations. By downloading or using the EN Platform, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
MISCELLANEOUS - This Agreement constitutes the entire agreement between Licensee and The Echo Nest pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under Massachusetts law as such law applies to agreements between Massachusetts residents entered into and to be performed within Massachusetts by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Except to the extent otherwise determined by The Echo Nest, any action or proceeding arising from or relating to this Agreement must be brought in the Federal District of Massachusetts or in state court in Massachusetts and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding, waiving any objections to such venue, including forum non conveniens. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees. This Agreement may be amended only by a writing executed by The Echo Nest. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of The Echo Nest to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit The Echo Nest's rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without The Echo Nest's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. The Echo Nest expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.