Effective Date: 1 January 2018
GetSound.com and Developer hereby agree as follows:
1. Agreement To The API Terms
By registering a software application, website, or product you create or service that you offer (a “Developer Application”), you agree to be bound by the API Terms. You must read, agree to, and accept all of the terms and conditions contained in the API Terms in order to use the GetSound.com API. Additionally, you agree to and accept the GetSound.com Terms of Service, available Here . If you disagree with any of the terms of the API Terms or the GetSound.com Terms of Service, GetSound.com does not grant you a license to use the GetSound.com API. If you are using the GetSound.com API on behalf of a company or any other entity, you represent and warrant that you have full legal authority to register a Developer Application on behalf of that entity and bind it to the API Terms and the GetSound.com Terms of Service. If you are not authorized, you may not accept the API Terms or register a Developer Application for someone else.
2. Developer’s Use Of The Getsound.com API
Developer wishes to use and access the GetSound.com API in connection with the development and distribution of a Developer Application and agrees to the additional requirements herein.
Developer and GetSound.com hereby agree as follows:
- Developer Registration. Before using the GetSound.com API, Developer must provide accurate information identifying its organization and the individual representative who will serve as a point of contact for GetSound.com. The registration may be completed and accepted by GetSound.com on the Site. Upon successful registration, GetSound.com shall make Access Credentials available to Developer. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the GetSound.com API. All activities that occur using your Access Credentials are your responsibility. Access Credentials are specific to you and are confidential information. Keep them secret. You must not sell, transfer, or sublicense the Access Credentials. Do not try to circumvent them and do not require your users, employees, contractors, or agents to obtain their own Access Credentials to build, maintain, or use the Developer Application. Developer itself must request any Access Credentials to be used by any employee, contractor, or agent of Developer.
- Permitted Uses of the GetSound.com API. Your use of the GetSound.com API is limited to the purpose of facilitating your own or your Users’ use of the GetSound.com Site and Site Services. Some examples of permitted uses of the GetSound.com API would be to create Applications that:
- Allow GetSound.com Users to search for and browse GetSound.com User postings with a customized interface;
- Allow GetSound.com Users to manage active Service Contracts;
- Allow GetSound.com Users to manage invoices, billing, and communications on GetSound.com.
- Prohibited Uses of the GetSound.com API. Developer must never do any of the following:
- Use the GetSound.com API in any Developer Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, promotes or offers malicious code, or violates any applicable law or regulation.
- Use the GetSound.com API to retrieve GetSound.com Content that is then aggregated with third-party search results in such a way that a user cannot attribute the GetSound.com Content to GetSound.com (such as aggregated search results).
- Distribute or allow access to the GetSound.com API to anyone other than the entity on whose behalf Developer agreed to these Terms, or create an application programming interface that enables access to GetSound.com Content.
- Prohibited Uses/Functions of Developer Application. Developer and the Developer Application must not do the following:
- Implement features or business practices that unlawfully harm the professional reputation or relationships of GetSound.com or GetSound.com Users.
- Use GetSound.com Content received from the GetSound.com API in any manner that facilitates bias, discrimination, or data “redlining,” whether intentional or inadvertent, based on sensitive or protected categories or characteristics.
- Impersonate GetSound.com or a GetSound.com User or intentionally misrepresent GetSound.com or any GetSound.com User or other third party when requesting or publishing information.
- Proxy, request, or use GetSound.com account user names or passwords in any fashion for any reason.
- Request from the GetSound.com API more than the minimum data fields and application permissions the Developer Application needs.
- Try to exceed or circumvent limitations on calls and use. This includes creating multiple Developer Applications for identical, or largely similar, purposes.
- Download, scrape, post, or transmit, in any form or by any means, any part of the Site or Site Services, including data retrieved by web browser plugins.
- Copy, reformat, reverse-engineer, or otherwise modify the GetSound.com API, Access Credentials, the Site, the Site Services, or any GetSound.com Content.
- Promote or operate any product or service that competes with the GetSound.com Site Services.
- Interfere with or disrupt GetSound.com services, GetSound.com servers or networks connected to GetSound.com services, or disobey any requirements, procedures, policies or regulations of networks connected to the GetSound.com Site or Site Services.
3. API License
USING THE GETSOUND.COM API
As part of the API Terms, GetSound.com grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the GetSound.com API solely to do the following and subject to the restrictions set forth in the API Terms:
- Enable your Application to interact with GetSound.com’s databases to retrieve information necessary to facilitate your own or Your Users’ use of the Site and Site Services through your Application;
- Make limited intermediate copies of GetSound.com Content only as necessary to perform activity permitted under the API Terms. You must delete all intermediate copies when they are no longer required for the purpose for which they were created;
- Rearrange or reorganize GetSound.com Content within your Application; and
- Display in your Application GetSound.com Content consistent with this Agreement.
3.1 ACCESS CREDENTIALS
GetSound.com will provide you with Access Credentials that permit you to access the GetSound.com API. The Access Credentials are the property of GetSound.com and may be revoked if you share them with any third party (other than as allowed in the API Terms), if they are compromised, if you violate the API Terms or the GetSound.com Terms of Service, or if GetSound.com terminates the API Terms.
3.2 API CALL LIMITATIONS
The number of API calls you are permitted to make during any given time period may be limited. GetSound.com will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. GetSound.com may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the GetSound.com API in accordance with Section 17 (Suspension and Termination). Unused calls will not roll over to the next day or month, as applicable.
At its discretion, GetSound.com may require or offer Certification for certain Applications. Certification will consist of confirmation by GetSound.com or a third party it designates that your Application’s technology complies with the API Terms and the GetSound.com Terms of Service. You will be responsible for all costs associated with certification and any modifications necessary to meet the certification requirements and you may not be permitted to access the GetSound.com API in certain cases until certification is complete. At GetSound.com’s discretion, future modifications of your Application or use or display of GetSound.com Content may be subject to recertification. If GetSound.com requires certification, your failure to maintain certification is cause for immediate termination of the API Terms.
5. Data Use
OBLIGATIONS TO GETSOUND.COM
Developer may only use, disclose, and otherwise process GetSound.com User Data in accordance with the written instructions of GetSound.com and applicable laws, rules and regulations.
5.1 PROHIBITED USES
Developer will not:
- Use GetSound.com Content for any purpose except to the extent necessary for (1) the purpose of processing and supporting a specific transaction for the applicable GetSound.com user or (2) the purpose of providing services to GetSound.com.
- Use GetSound.com Content for any research or publication purpose without prior written consent and a license from GetSound.com to research or publish, as applicable, GetSound.com Content.
- Use GetSound.com Content for any other purpose (e.g., for Developer’s own benefit or for the benefit of any other entity or person).
- Use GetSound.com Content for user profiling purposes or for advertising purposes.
- Sell, lease, sublicense, or otherwise transfer, directly or indirectly, GetSound.com Content to any third party.
- Augment, commingle, or supplement GetSound.com Content with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device) from any third-party source.
- Use the user identification or authentication codes connected to any GetSound.com user to disclose information related to that user to any third party.
6. Data Storage
Except as provided in the API Terms, Developer may not copy or store any GetSound.com Content, or any information expressed by or representing GetSound.com Content (such as hashed or otherwise transformed data).
6.1 AUTHENTICATION TOKENS
Developer may store any Developer Application-specific alphanumeric user identification codes that GetSound.com provides to Developer for identifying individual users of the Developer Application or any tokens that GetSound.com provides to Developer when a GetSound.com user authenticates the Developer Application for the GetSound.com user’s account.
6.2 CACHED CONTENT
Solely for the purpose of improving user experience, Developer may cache GetSound.com Content for no more than twenty-four (24) hours.
Developer must promptly and securely delete all GetSound.com User Data collected from GetSound.com users upon request of the GetSound.com user, when the GetSound.com user deactivates or uninstalls the Developer Application, when the GetSound.com user closes their account with Developer, and before, when possible, or promptly upon termination of the API Terms. Developer will promptly and securely delete all GetSound.com Content after completion of all activities reasonably necessary to operate or maintain the Developer Application and upon termination of the API Terms.
7. User Consent And Agreement
7.2 USER CONSENT
Before obtaining information from GetSound.com users, you must obtain their informed consent by telling them what information you collect and how it will be used, stored or shared, and by taking any additional steps required by law or regulation.
8. Data Protection
Developer will protect GetSound.com User Data in accordance with all applicable laws. Your network, operating system, and software of your web servers, databases, and computer systems (collectively “Systems”) must be properly configured to securely operate the Developer Application and GetSound.com User Data. The Developer Application must use reasonable security measures to protect any GetSound.com User Data and any elements or components of the GetSound.com API. You shall not architect, design, or select Systems in a manner to avoid these obligations. You must promptly report to GetSound.com by sending an email to firstname.lastname@example.org any security deficiencies in, or intrusions into, your Systems that you discover to GetSound.com. You will work with GetSound.com to correct any security deficiency and disconnect any intrusions or intruders as soon as practicable upon discovery of any such deficiency or intrusion. In the event of any security deficiency or intrusion involving the Developer Application or GetSound.com User Data, you will make no public statements without prior written and express permission from GetSound.com in each instance, unless otherwise required by law.
9. Access To The GetSound.com API
Subject to the API Terms, GetSound.com may, in its sole discretion, make specific instances or versions of the GetSound.com API available to Developer for use in connection with Developer Applications. GetSound.com may terminate such access to the GetSound.com API, in whole or certain features, functions, or services thereof, for convenience, at any time. The GetSound.com API will be deemed to be a part of the Site Services as set forth in the GetSound.com Terms of Service.
10. GetSound.com API Support And Changes
GetSound.com may provide technical support, upgrades, or modifications of the GetSound.com API in GetSound.com’s sole discretion. GetSound.com may cease providing technical support, upgrades, or modifications of the GetSound.com API at any time and for any reason without notice or liability to Developer. GetSound.com may release new versions of the GetSound.com API and require Developer to use the new version of the GetSound.com API. Developer’s use of new releases or versions of the GetSound.com API will be acceptance of all modifications of the GetSound.com API.
11. Intellectual Property
11.1 GETSOUND.COM MATERIALS
GetSound.com owns all rights, title, and interest, including all intellectual property rights, in and to, the GetSound.com API; all elements, components, and executables of the GetSound.com API; and all elements, components, and executables of the Site Services (collectively, the “GetSound.com Materials”). The only exception to this is any information or Content which you as an GetSound.com user have licensed to GetSound.com under the GetSound.com Terms of Service. Except for the express licenses granted in the API Terms, GetSound.com does not grant you any right, title, or interest in the GetSound.com Materials. Developer agrees to take such actions as GetSound.com may reasonably request to perfect GetSound.com’s rights to the GetSound.com Materials.
11.2 DEVELOPER PROPERTY
Except to the extent the Developer Application contains GetSound.com Materials, GetSound.com claims no ownership or control over your Developer Application. During the term of the API Terms you hereby grant GetSound.com a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (1) use, perform, and display the Developer Application and its content for purposes of marketing, demonstrating, and making the Developer Application available to GetSound.com users; (2) link to and direct GetSound.com users to the Developer Application; and (3) sublicense the foregoing rights to our affiliates.
12. Unrestricted Development By GetSound.com
Developer understands and acknowledges that GetSound.com may be independently creating applications, content, and other products or services that may be similar to or competitive with the Developer Application. Nothing in the API Terms will be construed as restricting or preventing GetSound.com from creating and fully exploiting any applications, content, and other products or services, without any obligation to Developer. This paragraph will survive the termination or expiration of the API Terms.
13. Confidential Information
Developer agrees that the content of the GetSound.com API, and any GetSound.com Content that by its nature should reasonably be known to be confidential, is deemed to be confidential information of GetSound.com and Developer will maintain the same in strict confidence and not disclose the same to any third party (other than employees, agents and contractors of Developer for the sole purpose of providing services to Developer to complete work permitted hereunder) or use the same for any purpose other than its performance under the Agreement. To the extent that you retain any GetSound.com Content after the termination or expiration of the API Terms, this paragraph will survive the termination or expiration of the API Terms.
14. API Fees
GetSound.com reserves the right, at GetSound.com’s sole discretion, to charge fees for future use of or access to the GetSound.com API. Developer may not charge any fee to GetSound.com users for the Developer’s Application without the express written permission or agreement of GetSound.com.
15. Term And Termination
The term of the API Terms will commence on the date upon which you agree to the API Terms and will continue until terminated as set forth below.
15.2 DEVELOPER’S TERMINATION RIGHTS
Developer may terminate the API Terms by discontinuing use of the GetSound.com API and returning all GetSound.com Content, including GetSound.com User Data.
15.3 SUSPENSION AND TERMINATION
GetSound.com may suspend or terminate Developer’s use of the GetSound.com API at any time if we believe you have violated the API Terms or GetSound.com Terms of Service, or if we believe the availability of the GetSound.com API in the Developer Application is not in our or our Users’ best interests. Immediately upon termination of the API Terms, all licenses granted to Developer will cease and all data retrieved from the GetSound.com API or Site Services must be deleted.
15.4 EFFECT OF TERMINATION
Upon termination of these Terms:
- All rights and licenses granted to Developer will terminate immediately.
- Developer will promptly and securely destroy GetSound.com Content in your possession or control.
- Neither party is liable to the other party solely because the API Terms have been terminated.
- Unless we agree otherwise in writing or as stated explicitly in the API Terms, Developer must permanently delete all GetSound.com Content and GetSound.com User Data or other data which you stored with respect to your use of the GetSound.com API. GetSound.com may require that you certify in writing your compliance with this section.
- com will make commercially reasonable efforts to remove all references and links to the Developer Application from the Site (GetSound.com has no other obligation to delete copies of, references to, or links to the Developer Application).
16. Warranties And Liabilities
16.1 DISCLAIMER OF WARRANTIES
GETSOUND.COM PROVIDES THE GETSOUND.COM API, GETSOUND.COM CONTENT, AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GETSOUND.COM DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. GETSOUND.COM DOES NOT GUARANTEE THAT THE GETSOUND.COM API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE GETSOUND.COM API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. GETSOUND.COM DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, GETSOUND.COM DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE GETSOUND.COM API DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
16.2 LIMITATIONS OF LIABILITY
GETSOUND.COM AND OUR EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS, SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE GETSOUND.COM API. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (ii) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY DAMAGE THAT GETSOUND.COM MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THE API TERMS OR APPLICABLE LAW.
You will defend, hold harmless, and indemnify GetSound.com (and our and their respective employees, agents, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (i) your breach of your obligations herein; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by the Developer Application.
The API Terms set forth the entire agreement and understanding of the parties relating to their subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to the API Terms shall be binding upon GetSound.com unless in a written instrument signed by a duly authorized representative of GetSound.com.
17.1 FULL FORCE AND EFFECT
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
17.2 RELATIONSHIP OF THE PARTIES
The parties are agreeing to the API Terms as independent contractors, and the API Terms will not be construed to create a partnership, joint venture or employment relationship between them. Neither party is authorized to or will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
Developer may not assign any of its rights hereunder. GetSound.com may assign all rights to any other individual or entity in its sole discretion.
If and to the extent any provision of the API Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
17.5 CHOICE OF LAW
This Agreement shall be governed by the laws of the State of Georgia, USA and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Georgia, USA, in each case, without regard to its choice or law or conflict of laws provisions.
17.6 NO WAIVER
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
17.7 NO AGENCY
Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and Developer does not have any authority of any kind to bind GetSound.com in any respect whatsoever.
Developer agrees that GetSound.com may provide notice to Developer by emailing such notice to the email address listed by Developer during Developer’s registration. Such notice shall be considered to be received by Developer within 24 hours of the time it is emailed to Developer unless GetSound.com received notice that it was not delivered. Any notice to GetSound.com must be mailed to Attn: Legal, PO Box 764, Braselton, GA 30517.
17.9 EQUITABLE RELIEF
Developer agrees that any violation or threatened violation of this Agreement may cause irreparable injury to GetSound.com, entitling GetSound.com to obtain injunctive or other equitable relief in addition to all legal remedies.
17.10 ENTIRE AGREEMENT
GetSound.com and Developer agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that this Agreement may be amended from time to time by GetSound.com with or without advance notice to Developer. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. In the event of any inconsistency between this Agreement and the User Agreements, this Agreement controls.
Capitalized terms not defined in the API Terms have the meanings given to them in the GetSound.com Terms of Service.
- “GetSound.com API” means a set of web-based services providing programmatic access to GetSound.com systems and data, together with all updates, revisions, and copies thereof. This also includes any associated tools and documentation that GetSound.com makes available under the API Terms.
- “GetSound.com Content” refers to any data, content, or executables of or associated with the GetSound.com API or Site Services (as defined in the GetSound.com Terms of Service). This includes all GetSound.com User Data.
- “GetSound.com User Data” refers to any content, information, and other data about persons who use the GetSound.com services received or collected by Developer through any instance of the Developer Application, the GetSound.com API, or otherwise in connection with the API Terms.