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Terms of Service
The Echo Nest Developer Network's Terms of Service, October 31, 2011 API 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 API Agreement ("Agreement"), The Echo Nest, a Delaware Corporation ("The Echo Nest") grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to use the Echo Nest's application program interfaces, software, data provided by such application program interfaces and other materials provided by The Echo Nest at developer.echonest.com and the results and proceeds thereof (collectively, including all data, referred to as "APIs") solely to develop and distribute non-commercial applications that interoperate with the APIs for non-commercial purposes. Licensee may not install or use the APIs for any other purpose without The Echo Nest's prior written consent. Licensee shall not use the APIs 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 APIs for purposes that support, encourage or induce copyright infringement is strictly prohibited. COMMERCIAL EXCEPTION FOR COMMERCIAL PARTNER “SANDBOX” - Subject to your ("Licensee's") full compliance with all of the other terms and conditions of this API Agreement ("Agreement"), The Echo Nest may also grant Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to use the APIs to develop commercial applications that interoperate with the APIs for commercial purposes; provided, however that Licensee agrees to any and all commercial partner developer terms of service, which can be found here: http://developer.echonest.com/sandbox/emi/emi-terms.txt and Licensee and Echo Nest agree to additional commercial terms for commercial exploitation of such applications, which Licensee may inquire about by contacting us at email@example.com, and including a brief description of (i) the application in development and (ii) the commercial partner sandbox being used. Licensee may not install or use the APIs for any other purpose without The Echo Nest's prior written consent. Licensee shall not use the APIs 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 APIs for purposes that support, encourage or induce copyright infringement is strictly prohibited. ATTRIBUTION REQUIREMENTS. Licensee must reasonably display attribution on all embodiments and uses of the APIs, including, but not limited to Licensee's web site in a manner consistent with the following guidelines: All uses of the APIs must reasonably display The Echo Nest Logo (the Logo) available at http://the.echonest.com/logos along with a link to www.echonest.com using the standard linking format. 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 APIs, (ii) crawl, spider, index or in any way store information obtained from the APIs (except ephemeral copies in a cache pursuant to industry norms) or (iii) otherwise use the APIs on behalf of any third party. The Echo Nest reserves the right to make any and all alterations to the APIs and applicable service levels. 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 APIs and all intellectual property rights in and to the APIs (including all data provided therein) 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 APIs, 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 APIs, 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. WARRANTY DISCLAIMER - THE APIs ARE 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 APIs, 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 APIs WILL BE UNINTERRUPTED OR ERROR FREE. SUPPORT AND UPGRADES - This Agreement does not entitle Licensee to any support for the APIs, 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 ITS VENDORS, 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 APIs, 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 APIs. Licensee shall indemnify and hold harmless The Echo Nest from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the APIs or for any 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 copies of the APIs, and shall so certify to The Echo Nest that such actions have occurred (including all cached ephemeral copies). Sections 6 through 11 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 APIs are 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 APIs are a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the APIs 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 APIs in violation of any such restrictions, laws or regulations. By downloading or using the APIs, 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. By clicking "Agree" below, you signal your acceptance of the Terms of Service governing the use of The Echo Nest Developer Network's Web Services and APIs. You will then receive your Developer Key.
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