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," or “You”) unconditionally consent and agree to be bound by the terms of this API licensing agreement ("API Agreement"). By accessing or using the API or Grooveshark content you agree to be bound by the API Agreement. You may use the API, and the data, content, and information made available through the API in connection with a website or software application (“Application”) pursuant to the terms of this API Agreement. With regard to businesses or other entities, you are only permitted to use the API only if you have the authority to enter this agreement on behalf of the business. By accepting the terms of this Agreement, are agreeing on behalf of the business.
2. Incorporation of Additional Documents
This document incorporates the terms of the additional documents listed below, as well as all future amendments or modifications thereto (collectively, and together with this document, the “API Agreement”):
3. 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.
4. Notice to Application Users
4.1 If Licensee’s API Application uses the Grooveshark API to enable users to upload music or content, the window where the user clicks “upload,” or performs the action to upload the content, must require users to accept the Grooveshark Terms of Service ("Terms"), available at http://grooveshark.com/terms, prior to uploading any content. In addition, the window must require users to scroll through and read a warning prior to clicking "I Accept," and display that warning in entirety in the window where the user clicks “upload” or preforms the action to upload the content. The warning that must be displayed in the window where the user clicks “upload,” or preforms the action to upload the content is outlined below:
“You verify that you are not infringing any intellectual property rights and own the rights, have the necessary authority from the copyright owner, or you are otherwise legally entitled make the content publically available on Grooveshark. In addition, You verify that the content complies with the Grooveshark Terms of Service located at http://grooveshark.com/terms.”
5. GRANT OF LICENSE AND LICENSE RESTRICTIONS
5.1 Subject to approval of the Agreement, Licensee is granted a nontransferable, non-exclusive, nonsublicensable, revocable license to, 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 in order to develop an API Application. Licensee will be given a unique, highly confidential, non-transferable, and revocable key to access the API.
5.2 Licensee will not mislead End Users
5.3 Licensee will not display advertisement within Grooveshark content (for example, pre- or post-roll ads, overlay ads, ect.) without Grooveshark’s prior consent.
5.4 Licensee will not charge users a fee for using your Application without Grooveshark’s approval.
5.5 Licensee will immediately forward to us any notices made pursuant to the Digital Millennium Copyright Act with respect to any Grooveshark Content.
5.6 Licensee will not make API calls beyond what Grooveshark establishes as a reasonable amount per day.
5.7 Licensee will not use the API to introduce any software or viruses that are harmful to others’ computers.
5.8 Licensee will make it convenient for Users to disconnect from your Application.
5.9 Licensee must obtain Users’ express consent before exposing your Application to them.
6. Commercial Use and Advertising Rights
6.1 Licensee agrees not to use the Grooveshark API for any commercial use unless specifically listed in this API Agreement or Licensee obtains Grooveshark’s approval in writing. The following commercial uses are permitted so long as Licensee compiles with the terms and conditions of the API Agreement.
- Using the upload feature of the API to upload original content to Grooveshark to promote your own business, brand, or enterprise.
- Any use that Grooveshark expressly agrees to in writing.
6.2 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.
6.3 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.
7. 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.
Licensee must use commercially reasonable efforts to cause Your API Application to update any cached results upon any changes in Grooveshark metadata. For example, if a song or content is removed from Grooveshark, cached results shall be removed from Licensee cache. For the avoidance of doubt, Your API Application should not be designed to cache Grooveshark content.
9. 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.
10. RESTRICTIONS ON LICENSE
10.1 The License shall not be used in any way not expressly stated in Licensee's Request for API Key required by section 1 of this Agreement. If Licensee desires to use the License in a manner not authorized by the original grant of this Agreement, Licensee must obtain written approval of the new use from Grooveshark.
10.2 Notwithstanding the License granted, all rights to the API data, including all intellectual property rights, remain vested in Grooveshark.
10.3 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.
10.4 Licensee agrees not to modify, reverse engineer, or alter the API in any way.
11. 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.
12. 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.
13. REPRESENTATIONS AND WARRANTIES
13.1 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.
13.2 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.
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 11-17 of this Agreement and all accrued payments arising under section 6 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.