GRACENOTE API LICENSE AGREEMENT

 

BY ACCEPTING THIS AGREEMENT, WHICH CAN BE DONE BY EITHER CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY ACCESSING OR OTHERWISE USING THE APIS (“ACCEPTANCE” OR “ACCEPTING”), YOU (“YOU”, “YOUR” OR “LICENSEE”) ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING GRACENOTE API LICENSE AGREEMENT (“AGREEMENT”).  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY AND/OR OTHER LEGAL ENTITY OR PARTY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH COMPANY, LEGAL ENTITY OR PARTY TO THIS AGREEMENT, IN WHICH CASE “YOU”, “YOUR” OR “LICENSEE” SHALL MEAN SUCH COMPANY, LEGAL ENTITY OR PARTY.  THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND GRACENOTE, INC. (“GRACENOTE”), AND INCLUDES (I) THIS AGREEMENT, AND (II) ALL OTHER DOCUMENTS, POLICIES AND TERMS FOUND AT HTTPS://DEVELOPER.GRACENOTE.COM OR PROVIDED TO YOU AT THE TIME OF YOUR ACCEPTANCE OF THIS AGREEMENT, WHICH ARE HEREBY INCORPORATED BY REFERENCE HEREIN.  IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND SUCH ADDITIONAL DOCUMENTS, THIS AGREEMENT SHALL CONTROL WITH RESPECT TO YOUR USE OF THE APIS AND THE CONTENT.

 

LICENSE TO LICENSEE - During the Term of this Agreement, and subject to Licensee's full observance and compliance with all of the terms and conditions herein, Gracenote grants Licensee a limited, non-exclusive, revocable, non-sublicensable, indivisible, non-transferable license to (i) Gracenote's application program interfaces, software, code, associated tools, documentation, and other materials provided by Gracenote at https://developer.gracenote.com or any other website located at a URL designated by Gracenote from time to time (collectively, the “APIs”), and (ii) access the Gracenote servers through the APIs for the sole purpose of making service calls in order to receive Content from the Gracenote digital music and media service (“Gracenote Service”), all solely to develop and distribute non-commercial applications that interoperate with the APIs for non-commercial purposes.  Access to the APIs or the Content may not always be available, and Gracenote reserves the right to modify, suspend or discontinue the APIs and the Content at any time without notice to Licensee. “Content” includes, but is not limited to metadata and information about music, movies, television programs; cover art; content-derived media identifiers; and/or any other data or information Gracenote chooses to include in its products, in each case, that Gracenote may provide or otherwise make available from time to time in its sole discretion via the APIs or pursuant to this Agreement. The use of any Content by Licensee is limited to concurrent use with the APIs.  This Agreement does not entitle Licensee to any support or upgrades for, or service levels to, the APIs or the Content, which may be provided by Gracenote at its sole discretion. Licensee is solely responsible for providing end user support and any other technical assistance for Licensee’s application. Should Gracenote release subsequent versions of the APIs and make them available to Licensee at https://developer.gracenote.com, Licensee understands that it may be required to obtain and use such most recent version in order for the Licensee application to continue to function with the APIs and the Gracenote Service.

 

LICENSE TO GRACENOTE AND FEEDBACK - Licensee hereby grants to Gracenote the non-exclusive right and license to display, promote and link to all websites and other products/applications using the APIs, provided that Gracenote shall attribute the work to Licensee. Licensee further grants to Gracenote an irrevocable, non-exclusive license to any and all data provided by Licensee to Gracenote in connection with Licensee's use of the APIs, and represents and warrants that all materials provided by Licensee to Gracenote do not violate any third party rights and are free of any and all claims.  Gracenote shall have a royalty-free, worldwide, perpetual license to use or incorporate into the APIs or Content any suggestions, ideas, enhancement requests, feedback, recommendations or other information and derivatives thereof provided by Licensee.

 

USAGE LIMITATIONS - Licensee’s application must access a Gracenote server directly when obtaining Content from or sending Content to the Gracenote server, and such access may not be redirected from Licensee’s own site or any other server. If Licensee’s application includes at least one of the APIs, Licensee agrees not to use any similar or competing product to any of the APIs in that application. The aggregate number of (i) end users of Licensee’s applications and (ii) APIs calls Licensee (including its end users) is authorized to make per day, during the term of this Agreement for each Client ID issued to Licensee, shall be at Gracenote’s sole discretion and may be notified to Licensee at the time Licensee Accepts this Agreement. Notwithstanding the foregoing, Gracenote may change such usage limits at any time without notice. In addition to its other rights under this Agreement, Gracenote may utilize technical measures to prevent overusage and/or stop usage of the APIs at any time.  Should Licensee require greater access to the APIs than the license granted herein, it shall contact Gracenote for a commercial APIs license.

 

CLIENT ID AND DEVELOPER ACCOUNTS - Licensee must create a developer account in order to obtain access to the APIs, which may be limited to one account per valid email address. For clarity, Licensee shall not have more than one account per person (if entering into this Agreement on its own) or entity (if entering into this Agreement on behalf of a company and/or legal entity or party), including any other license agreement (commercial or non-commercial) Licensee may have entered into with Gracenote (validated legacy customers excepted). A Client ID will be issued to Licensee for accessing the APIs and managing its account; Licensee may not sell, transfer, sublicense or otherwise disclose the Client ID to any other party or use it with any third party application(s), technology, website(s) or property.  Licensee is responsible for maintaining the secrecy and security of the Client ID, and is fully responsible for all activities that occur using the Client ID, regardless of whether such activities are undertaken by Licensee or a third party.  Licensee shall notify Gracenote immediately if Licensee believes the Client ID has been compromised or misappropriated in any way, including, without limitation, by a third party. “Client ID” means a set of alphanumeric data supplied by Gracenote that identifies your application to a Gracenote server. Licensee is solely responsible for the use of the APIs and the Content, and shall ensure that its use of the APIs and the Content complies with all applicable laws and regulations, including without limitation, laws regarding personal data, privacy, copyright and export controls. Gracenote will utilize the registered email addresses to submit emails to Licensee about its developer account (to include without limitation Gracenote-related events) and APIs usage.

 

ATTRIBUTION REQUIREMENTS - All uses of the APIs must display the Gracenote logo (“Logo”) available at https://developer.gracenote.comalong with a link to www.gracenote.com using the standard linking format, which must be placed in (i) the “General Notice” or similar information area such as an “About Box” or “Info Box” (if one exists) or (ii) similar location (such as the conditions of use or the product detail section).  Licensee shall not use any trademark, service mark, trade name or any other mark of Gracenote or any other party or licensor except in accordance with the attribution requirements herein.

 

OTHER RESTRICTIONS - Except as expressly authorized under this Agreement, Licensee may not (i) copy the APIs or Content for purposes outside the scope of the licenses granted herein, (ii) use the APIs or the Content to create databases or any other compilations of Content, or for purposes of comparative analysis intended for publication without Gracenote's prior written consent, (iii) use the APIs or the Content to create an application that offers or promotes services that may be competitive with, damaging to, disparaging of or otherwise detrimental to the Gracenote Service, to Gracenote, or to its content providers, affiliates and partners, (iv) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer, decompile, modify, create derivative works from, or alter any part of the APIs or the Content, (v) crawl, spider, index or in any way store information obtained from the APIs or the Content (except for the limited license granted herein), or propagate any virus, worms, Trojan horses, or other programming routine intended to damage any system or data, (vi) send or store infringing or unlawful material using the APIs, (vii) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the APIs or the Content, or (viii) otherwise use the APIs or the Content on behalf of any third party.

 

RESERVATION OF RIGHTS - Other than as expressly set forth in this Agreement, no license or other rights in or to the APIs or Content are granted to Licensee, and all such licenses and rights are hereby expressly reserved by Gracenote. No right or license, express or implied, is granted to Licensee or any third party by estoppel, implication, exhaustion or other doctrine of law, equity or otherwise with respect to any patent or patent application of Gracenote or its content providers, affiliates and partners. As between Gracenote and Licensee, the APIs and all intellectual property rights in and to the APIs (including all Content provided therein) are and shall at all times remain the sole and exclusive property of Gracenote or its content providers, affiliates and partners, and are protected by applicable intellectual property laws and treaties.   

 

PARTIES INDEMNITY OBLIGATIONS - Subject to this Agreement, Licensee shall defend, indemnify and hold Gracenote, its affiliates, and licensors, and each of their respective employees, officers, directors, agents and representatives, harmless from and against any claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising out of or related to Licensee's use of the APIs (including all Content provided therein) or for any breach of this Agreement and/or any of the representations and warranties made herein. Licensee agrees that Gracenote shall have no indemnity obligations for any use Licensee makes of the APIs or the Content.

 

WARRANTY DISCLAIMER - THE APIs AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, GRACENOTE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE APIs AND THE CONTENT, 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. GRACENOTE DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE APIs AND THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.

 

LIMITATION OF LIABILITY - IN NO EVENT WILL GRACENOTE 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 OR THE CONTENT, EVEN IF GRACENOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.  LICENSEE’S ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE APIs OR THE CONTENT IS TO STOP USING THE APIs OR THE CONTENT. 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, AND GRACENOTE’S OVERALL LIABILITY SHALL BE CAPPED AT $500.

 

TERM AND TERMINATION - This Agreement shall become effective upon Licensee’s Acceptance of these terms and shall continue for one (1) year thereafter (“Initial Term”). Licensee may renew this Agreement by submitting a request to Gracenote throughhttps://developer.gracenote.com at least thirty (30) days prior to the expiration hereof, which may be accepted at Gracenote’s sole discretion (“Renewal Term”, and collectively with the Initial Term, the “Term”). This Agreement may be terminated by either party 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 all licenses 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 the Content (including all cached ephemeral copies). The sections titled “Other Restrictions”, “Reservation of Rights”, “Parties Indemnity Obligations”, “Warranty Disclaimer”, “Limitation of Liability”, “Term and Termination”, “Government Restrictions”, “Open Source License Terms” and “Miscellaneous” shall survive termination of this Agreement.

 

GOVERNMENT RESTRICTIONS - The APIs, Content and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Use of the APIs, Content and related documentation by the U.S. Government is further restricted according to the terms of this Agreement and any amendment hereto.

 

OPEN SOURCE LICENSE TERMS - The rights and licenses granted hereunder do not include any right, license, power or authority to subject the APIs to open source license terms. Licensee expressly agrees it shall not perform, or permit any third party to perform, any actions with regard to the APIs in a manner that would require them, or any derivative works thereof, to be licensed under open source license terms. These actions include, but are not limited to, (i)   combining the APIs, or any derivative works thereof, with open source software, by means of incorporation or linking or otherwise, or (ii) using open source software to create a derivative work of the APIs.

 

MISCELLANEOUS - The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint venturers, or agents. There are no third-party beneficiaries to this Agreement. The APIs and Content are subject to U.S. export laws and applicable laws of other countries, with which Licensee shall strictly comply. This Agreement states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the parties with respect to the subject matter hereof. Licensee may not assign this Agreement or any rights or obligation hereunder; any purported assignment by Licensee, whether by operation of law, change in control, or otherwise, shall be null and void. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the other provisions of this Agreement.  This Agreement, and any dispute arising out of or in connection with this Agreement, the APIs or the Content, will be governed by California law, and Licensee submits to the personal jurisdiction of the courts in Alameda County, California, and all disputes shall be exclusively subject to the jurisdiction of such courts; the parties expressly waive any objection to personal jurisdiction, venue or forum non conveniens. The Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply. Neither party shall be liable or deemed in default for any delay or failure in performance of an order or any part of this Agreement to the extent that such delay or failure is caused by the following, but not limited to: accident, fire, industry-wide strike, embargo, act of the government, war, terrorism or national emergency requirement, act of God, act of the public enemy or any other cause beyond the reasonable control of Licensee or Gracenote. In the event that this Agreement is translated into other languages and there is a discrepancy between any two language versions, the English version shall control to the extent that such discrepancy is the result of an error in translation.