sonicAPI.com Terms of Service
THIS API LICENSE AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (“LICENSEE” OR “YOU”) AND ZPLANE.DEVELOPMENT GMBH & CO KG (“WE” OR "ZPLANE"). PLEASE READ IT CAREFULLY. BY CLICKING ACCEPT BELOW, YOU, AS LICENSEE, AGREE TO ABIDE BY THE TERMS AND CONDITIONS GOVERNING USE OF THE sonicAPI.com WEB SERVICE, INCLUDING THE sonicAPI.com APPLICATION PROGRAMMING INTERFACE (“API”) AND ALL RELATED SOFTWARE AND DOCUMENTATION AND ANY UPDATE, UPGRADES OR BUG FIXES (COLLECTIVELY REFERRED TO AS THE “sonicAPI.com Service”) IF YOU HAVE ANY QUESTIONS OR COMMENTS TO THIS AGREEMENT, PLEASE CONSULT YOUR ATTORNEY.
IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE sonicAPI.com Service.
1. GRANT OF LICENSE
Subject to your full compliance with all of the terms and conditions of this Agreement, we grant you a non-exclusive, revocable, nonsublicensable (except as specifically provided herein), nontransferable license to use sonicAPI.com Service solely to: (i) download, install and use the API for the sole purpose of your development, integration and distribution of your applications (“Apps”) to connect with the sonicAPI.com Service; (ii) use the API only with the API key provided by us; (iii) permit sublicensing of the API solely to permit the end-users of your Apps to use the sonicAPI.com Service for integration of audio processing into their audio projects.
2. LICENSE RESTRICTIONS
Except as expressly and unambiguously authorized under this Agreement, you 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 sonicAPI.com Service, (ii) use any automated means, including, without limitation, agents, robots, scripts or spiders, to access the API or bypass the sonicAPI.com Service or to interfere or attempt to interfere with the proper working of the Platform; (iii) use the sonicAPI.com Service for the benefit of a third party, other than end users of your Apps as expressly authorized by this Agreement; (iv) use the sonicAPI.com Service to implement or enhance a product or service that is competitive with the sonicAPI.com Service; (v) otherwise engage in activity that interrupts the proper working of the sonicAPI.com Service, including excessive API usage, or is otherwise fraudulent or illegal. We reserve the right to discontinue, modify, cease support of, and alter the pricing structure of the sonicAPI.com Service.
3. LICENSE TO ZPLANE
You hereby grant to us the non-exclusive right and license to any and all content (“Content”) provided by you or your end users in connection with your use or your end users use of the API in order for us to provide the sonicAPI.com Service. You represent and warrant that all Content provided by you shall not violate any third party rights and shall be free of any and all claims.
4. REPRESENTATIONS AND WARRANTIES
You represent and warrant that you: (i) are fully authorized to enter into this agreement; (ii) shall use the sonicAPI.com Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws; (iii) shall not (and shall not permit any third party, including a permitted sublicensee to), directly or indirectly, take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of Content or any material on or through the sonicAPI.com Service, that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity/privacy or other right of any third party or induces infringement thereof; (b) breaches any third party contract or obligation; (c) is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane.
5. OWNERSHIP AND PROPRIETARY RIGHTS
As between zplane and Licensee (and any permitted sublicensees), the API and all intellectual property rights in and to the sonicAPI.com Service, and any derivative works arising from the use or combination of the API, are and shall at all times remain the sole and exclusive property of zplane and are protected by applicable intellectual property laws and treaties. You shall not obscure, remove or otherwise alter our copyright or trademark notices or other proprietary rights’ notices affixed to or within the API or elsewhere.
6. ATTRIBUTION REQUIREMENTS AND TRADEMARK RIGHTS
You must reasonably display attribution on all embodiments and uses of the API, including, but not limited to your web site in a manner consistent with the following guidelines: All uses of the API, including on Apps and web pages and other marketing materials, must reasonably display the sonicAPI logo (the “Logo”) available at www.sonicAPI.com/about along with a link to www.sonicAPI.com using the standard linking format. This Agreement does not include any right for you to use any trademark, service mark, trade name or any other mark of ours or any other party or except in accordance with attribution requirements herein.
7. SUPPORT AND UPGRADES
This Agreement does not entitle you to any support for the API, unless you enter into a separate agreement with us in writing signed by both parties. Any such support provided by us shall be subject to the terms and disclaimers of this Agreement.
8. CUSTOMIZED FEATURES AND FEES
We may opt to make available certain customized features of the sonicAPI.com Service in exchange for the payment of certain fees, in which case, Licensee and zplane may enter into another Agreement, which shall supersede this Agreement, as agreed to by the parties.
10. WARRANTY DISCLAIMER
THE sonicAPI.com SERVICE, INCLUDING THE API, IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE sonicAPI.com SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AVAILABILITY, PERFORMANCE, BANDWITH, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, WE DISCLAIM ANY WARRANTY THAT LICENSEE'S USE OF THE sonicAPI.com SERVICE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR FREE.
11. 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 WE OR OUR CONTRACTORS, EMPLOYEES OR AFFILIATES BE LIABLE TO YOU 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, INFRINGEMENT, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE sonicAPI.com SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY EXCEED TEN EUROS. 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.
You agree that we shall have no liability whatsoever for your or your end users use of the sonicAPI.com Service. You shall indemnify, defend and hold us harmless from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from your or your end users use of the sonicAPI.com Service or for any breach of this Agreement, including any breach of the representations and warranties you made herein.
13. 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 you violate any provision of this Agreement. We reserve the right to cancel, amend, or modify the API at anytime. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, you shall immediately destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API, and shall so certify to us that such actions have occurred (including all cached ephemeral copies). Sections 4, 5, 10, 11, 12 & 17 shall survive termination of this Agreement.
14. EXPORT CONTROLS
You shall comply with all applicable export laws and restrictions and regulations and you shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations.
We reserve the right to modify this Agreement at any time and without prior notice, such modifications to be effective upon posting by us at www.sonicAPI.com. By continuing to use the sonicAPI.com Service, you agree to the modifications.
16. COPYRIGHT COMPLAINTS
We respect the intellectual property rights of others. If you have concerns about infringing Content, which you own or control, you may file a detailed notification of such infringement with our Designated Agent as set forth below and we will promptly respond. Please send the noti of copyright infringement by mail, fax or email to:
Address: zplane.development GmbH & Co. KG
Telephone Number: +49-30-854 09 15.0
Fax Number: +49-30-854 09 15.5
Email Address: info@sonicAPI.com
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also at its sole discretion limit access to the sonicAPI.com Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
This Agreement constitutes the entire agreement between Licensee and zplane 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 the laws of the Federal Republic of Germany without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. You agree and submit to the exclusive jurisdiction of the courts in Berlin, Germany for resolution of any dispute, action or proceeding arising in connection with this Agreement. This Agreement may be amended only by a writing executed by us. 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 us to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you 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 you) without our prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
Last updated Dec 9, 2013