The Grooveshark Application Programming Interface ("API") is made available exclusively by Escape Media Group, Inc. d/b/a Grooveshark,
a Delaware corporation ("GROOVESHARK"). By using the API in any way, you or the company you represent ("Licensee") unconditionally consent and agree to be bound by the terms of this API licensing agreement ("Agreement").
2. REQUEST FOR API KEY
Licensee shall submit a request to GROOVESHARK through GROOVESHARK'S online API request form available at http://developers.grooveshark.com/api.
GROOVESHARK will review Licensee's request and, in GROOVESHARK's sole discretion, will either accept or deny Licensee's request.
3. GRANT OF LICENSE
Subject to approval in section 2 of the Agreement, Licensee is granted a nontransferable, non-exclusive, nonsublicensable, revocable license to download,
access and use the API ("License"). The License grants Licensee use of the API only for the purposes stated in Licensee's request for an API Key as approved by GROOVESHARK.
Licensee will be given a unique, highly confidential, non-transferable, and revocable key to access the API.
4. ADVERTISING RIGHTS
In exchange for an API License, GROOVESHARK will receive all advertising revenue generated by Licensee's use of the API.
Absent a contrary agreement, GROOVESHARK may require Licensee to display advertising provided by GROOVESHARK.
Licensee will allow GROOVESHARK to place advertising unit code necessary for the hosting and tracking of advertisements on Licensee's site.
GROOVESHARK shall retain all revenue from these advertisements, and Licensee shall have no claim to any revenue or income from these advertisements.
5. ADVERTISING REQUIREMENTS
The location of advertising, including the placement of third party advertising not provided by GROOVESHARK, will be determined at GROOVESHARK's sole discretion.
Licensee will not tamper with, alter, or otherwise interfere with the operation of the adverting unit code or display of the advertisements.
All advertising content will be controlled by GROOVESHARK. If Licensee does not want to display certain categories of advertisements or content from specific advertisers,
Licensee must provide GROOVESHARK with a list of the advertisers or categories to be excluded, including a reasonable explanation of the reason for exclusion.
6. PROPRIETARY RIGHTS
The API, and any and all code, content, data, or information obtained through the use of the API, remain the exclusive property of GROOVESHARK.
Any and all Intellectual Property rights to the abovementioned remain the property of GROOVESHARK and are protected by applicable intellectual property laws and treaties.
7. TECHNICAL AND BRANDING STANDARDS
All uses of the API must conform to GROOVESHARK's technical and branding standards available at http://developers.grooveshark.com/api.
Among these standards, are the requirements that Licensee will:
- prominently place "Powered by Grooveshark" on the application using the API;
- not allow any advertisement or other content positioning that implies an association with or endorsement of illegal activities or obscene or explicit materials;
8. RESTRICTIONS ON LICENSE
The License shall not be used in any way not expressly stated in Licensee's Request for API Key required by section 2 of this Agreement.
If Licensee desires to use the License in a manner not authorized by the original grant in section 3 of this Agreement,
Licensee must obtain written approval of the new use from GROOVESHARK.
All uses of the API License must be non-commercial unless an alternate agreement is reached between GROOVESHARK and Licensee.
Serving advertising to users will not count as a commercial use for the purpose of this agreement.
GROOVESHARK reserves the right to limit the frequency of API requests, impose rate limits on API usage,
or to limit the total number of API requests in a given time period.
Notwithstanding the License granted in section 3, all rights to the API data, including all intellectual property rights, remain vested in GROOVESHARK.
Any knowledge gained by GROOVESHARK due to Licensee's use of the API is the sole property of GROOVESHARK,
including any derivative data created by Licensee's use of the API.
Licensee agrees not to modify, reverse engineer, or alter the API in any way.
9. USER DATA COLLECTION RIGHTS
GROOVESHARK may collect user data through the API for audience analysis and advertisement targeting purposes.
Any user data collected is solely owned by GROOVESHARK. Licensee agrees not to store any user data, sell or otherwise distribute user data to any third party,
and take all reasonably necessary steps to protect user data from third party access
10. TRADEMARK LICENSE
GROOVESHARK grants a nontransferable, nonsublicensable, nonexclusive, license during the term of the Agreement to Licensee to use GROOVESHARK'S trademarked Grooveshark Logo ("Logo"),
available at http://grooveshark.com/logo, as reasonably necessary for the sole purpose of advertising Licensee's use of the API.
Licensee agrees to display the Logo on all pages using the API. Licensee grants a nontransferable, nonsublicensable, nonexclusive,
license to GROOVESHARK to use Licensee's trademarks as necessary to advertise that Licensee is using the API and to the extent necessary to provide Licensee with the API.
Nothing in this term shall be deemed to grant either party any right, title or interest in the other party's trademark.
11. REPRESENTATIONS AND WARRANTIES
Licensee represents and warrants that they are lawfully able to enter into contracts, and if agreeing to this contract on behalf of a company,
that they are authorized to legally bind that company to this Agreement.
Licensee represents and warrants that all information included in the Request for API Key is true, accurate,
and based on the most recent information available to Licensee.
13. UPLOAD REQUIREMENTS
Any use of the API that allows users to upload content to the Grooveshark servers must be approved by GROOVESHARK prior to allowing users access.
The upload interface must require users to accept the Grooveshark Terms of Service ("Terms"), available at http://grooveshark.com/terms, prior to uploading any content.
The interface must clearly display the Terms, and require users to scroll through and read the entire agreement prior to clicking "I Accept."
14. MODIFICATIONS TO THIS AGREEMENT
GROOVESHARK reserves the right to modify this Agreement at any time without prior notice to Licensee.
If this modification is unacceptable to you your only recourse is to terminate this Agreement.
Continued use of the API after modification constitutes an acceptance of the modification.
15. WARRANTY DISCLAIMER
THE API IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, GROOVESHARK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, REGARDING THE API, 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, GROOVESHARK DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.
Licensee shall indemnify, defend, and hold GROOVESHARK harmless from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees)
arising from Licensee's use of the API. Licensee agrees that GROOVESHARK shall have no liability whatsoever for any use Licensee makes of the API.
17. LIMITATION OF LIABILITY
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY,
IN NO EVENT WILL GROOVESHARK BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, INCLUDING ANY LOST PROFITS, LOST OR CORRUPTED DATA,
COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, EVEN IF GROOVESHARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.
18. TERM AND TERMINATION
The term of this License will begin upon issuance of an API Key by GROOVESHARK to Licensee, and shall continue until terminated pursuant to this section.
Either party may terminate the License at any time, for any reason, including but not limited to breach of the terms of this Agreement, with or without notice.
Upon termination of this License, Licensee shall immediately cease access to the API and delete all copies of the API.
Further, GROOVESHARK shall block Licensee's API Key from access to the API.
Sections 11-15 of this Agreement and all accrued payments arising under section 4 of this Agreement shall survive termination of the Agreement.
19. CONTROLLING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida (without reference to its conflict of laws principles).
Any dispute or controversy or claim arising out of or relating to this Agreement shall be brought exclusively either in a court in the federal or state courts in
Alachua County, Florida. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action,
suit or proceeding arising out of this Agreement or the transactions contemplated hereby in accordance with the foregoing sentence,
and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient forum.
"Confidential Information" means all confidential and proprietary information of one party (the "Disclosing Party")
(including confidential or proprietary information of its clients or affiliates) disclosed to the other party (the "Receiving Party"),
whether or not such information is protected by statute, common law, proprietary rights, or otherwise, and including, without limitation,
any and all information regarding the Disclosing Party and/or its operations, assets, business, financial condition, financial position, financial results,
prospects, employees, suppliers, customers, commercial relationships, agreements and Intellectual Property.
Notwithstanding the foregoing Confidential Information shall not include (i) information that is generally known to the public;
provided, however, that such general knowledge was not obtained by the Receiving Party's act or omission;
(ii) information that is disclosed publicly pursuant to an order of a court of competent jurisdiction; provided, however,
that the Receiving party promptly inform the Disclosing Party of such order or subpoena so that the Disclosing Party may seek a protective order;
or (iii) information known to the Receiving Party prior to the time of the first disclosure to the Receiving Party by the Disclosing Party as shown by the Receiving Party's written records.
To the extent such Confidential Information is owned by the Disclosing Party,
the Receiving Party acknowledges and agrees that the Disclosing Party developed this Confidential Information at great expense,
it is proprietary to the Disclosing Party, and it is and shall remain the exclusive property of the Disclosing Party.
The Receiving Party further acknowledges and agrees that the Confidential Information is highly valuable and proprietary to the Disclosing Party
and that the disclosure of any such Confidential Information to third parties or the otherwise unauthorized use of the Confidential Information by the
Receiving Party would cause the Disclosing Party serious and irreparable harm. Accordingly, the Receiving Party agrees that, without the express,
written consent of the Disclosing Party, during the Term or thereafter, it shall not disclose, copy,
or make any use of the Disclosing Party's Confidential Information except as required in the performance of the Receiving Party's duties and
responsibilities to the Disclosing Party hereunder. Upon termination of this Agreement, or earlier if requested by the Disclosing Party,
the Receiving Party shall immediately deliver to the Disclosing Party any Confidential Information and all copies thereof, whether in hard copy,
computerized or other form, which the Receiving Party has in its possession or control.