API License Agreement

BY CLICKING THE “ACCEPT” BUTTON OR ACCESSING OR USING THE API (DEFINED BELOW), THE INDIVIDUAL OR ENTITY ACCESSING OR USING THE API (“YOU”) AGREES TO BE BOUND BY, AND BECOMES A PARTY TO, THIS API AGREEMENT (“AGREEMENT”) WITH REVENUE.FM, INC., A DELAWARE CORPORATION (TOGETHER WITH OUR AFFILIATES, “SOUNDER”, “WE” OR “US”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE API. Sounder and you may be referred to individually as a “Party” and collectively as the “Parties”.

In addition to the terms of this Agreement, you may also be required to become a party to other agreements, including (i) our Terms of Service located at https://sounder.fm/legal/terms/terms-of-service , and (ii) certain other agreements that may be presented to you with respect to other elements of our service (each of which are a “Separate Agreement”). If there is any conflict between the terms of a Separate Agreement and this Agreement, then this Agreement will control with respect to your use of the API and the terms of the Separate Agreement will take precedence with respect to the subject matter of such Separate Agreement.

You may wish to save a copy of this Agreement for your records. It is your responsibility to regularly check this Agreement for updates and changes, which will be legally binding upon you when we post them (superseding any prior rights and obligations that may apply with respect to the API), whether or not we provide you any other notice of such changes. The currently applicable Agreement will be posted at https://sounder.fm/legal/terms/api-agreement and we will indicate the date of each update at the end of the Agreement. Your continued use of the API after any update to this Agreement will be deemed to confirm your consent to be bound by, and agreement with, the terms of the new Agreement. If you disagree with the terms of any new Agreement, you will need to cease use of the API; in such event we would welcome your comments on the terms you found unacceptable.

1.OVERVIEW

1.1Overview. Sounder offers its transcription and in-audio search API and related tools and documentation (collectively, the “API”) that developers like you can use within your own software applications or websites (“Licensee Products”) to send and receive audio and other information and content (“Content”). A Licensee Product that uses, accesses, or distributes the API or any Content therein will be an "Application"

1.2Accounts. In order to access the API, you must register for an account with Sounder (an “Account”). You represent and warrant that: (i) all required registration information you submit is truthful and accurate; and (ii) you will maintain the accuracy of such information. Sounder may suspend or terminate your Account if you breach any of the terms of this Agreement. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Sounder of any unauthorized use, or suspected unauthorized use, of your Account, or any other breach of security. Sounder will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.LICENSE GRANT

2.1License Grant. Subject to your compliance with the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable license to: (i) internally use and access the API solely as necessary to develop, maintain and support your Application in accordance with the documentation included in the API; and (ii) provided that the Application complies with all requirements of this Agreement, reproduce and distribute copies of the API (in its original form or as modified), in executable code form only, solely as incorporated into the Application to the appropriate end users of your Application.

2.2Restrictions. You agree that you will not, and will not assist, permit, authorize, or enable others to do any of the following restrictions (each, a "Restriction"): (i) reverse engineer or decompile the API or any component, or attempt to create a substitute or similar service through use of or access to the API, unless this is expressly permitted or required by applicable law; (ii) copy, rent, lease, sell, transfer, assign, sublicense, or alter any part of the API; (iii) use the API in a product or service that competes with products or services offered by Sounder; (iv) use the API for any illegal, unauthorized, or otherwise improper purposes, or in any manner which would violate this Agreement; (v) remove any legal, copyright, trademark, or other proprietary rights notices contained in or on the API or any Content; (vi) use the API in a manner that, as determined by Sounder, in our sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API documentation; or (vii) imply inaccurate creation, affiliation, sponsorship, or endorsement of you or your Application. We reserve the right to modify this list of Restrictions upon notice to you.

2.3Usage Limitations. We may limit: (i) the number of network calls that your Application may make via the API; (ii) the maximum file size; and (iii) the maximum Content that may be used, or anything else about the API and the Content it accesses as we deem appropriate, in our sole discretion. We may impose or modify these limitations upon notice to you. We may utilize technical measures to prevent over-usage and stop usage of the API by an Application after any usage limitations are exceeded or suspend your access to the API upon notice to you in the event you exceed any such limitations.

2.4Integration. Sounder may provide commercially reasonable engineering support to consult with you, answer questions, and provide information to assist with your understanding and implementation of the API.

3.DEVELOPER APPLICATIONS

3.1App Policy. You are solely responsible and liable for your Applications, and for supporting the Applications. You represent and warrant that your Application will not: (i) violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) violate any applicable laws, rules or regulations (including any privacy laws) or any obligations or restrictions imposed by any third party; or (iii) contain any computer viruses, worms, or any software intended to damage or alter a computer system or data.

3.2Refusal of Applications. Sounder will have the right, in its sole discretion, to refuse to permit your use of the API with a particular Licensee Product. Unless Sounder states otherwise, such rejection will not terminate this Agreement with respect to any other Application. Sounder will have no liability to you for such refusal.

3.3Monitoring. You agree to provide us with access to your Application and other materials related to your use of the API as reasonably requested by us to verify your compliance with this Agreement. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by Sounder.

3.4Display of Content. You may not modify, obscure, delete, or otherwise disable the functioning of links to the API or Sounder or third-party applications or websites, or change the resource associated with any link provided within any Content.

4.OWNERSHIP

4.1Ownership. As between you and Sounder, Sounder owns all rights, title and interest in and to the API and to all output and executables of the API. Except for the license granted in Section 2.1 (License Grant), this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by us, including the API, Content and Brand Features (as defined below) (“Sounder Materials”). You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices and restrictions contained in this Agreement. We claim no ownership or control over your Application, or the content sent, posted or displayed through your Application, except for any Sounder Materials therein.

4.2Brand Features. We grant you a limited, non-exclusive license to display our name, logos and domain names (collectively, “Brand Features”) to promote and advertise your use of the API in accordance with this section. When you promote your Application, you must not imply that your Application is created or endorsed in any manner by Sounder, although you may state facts (e.g., the Application is used with the Service). You agree, however, not to remove, obscure, distort, or alter any of our Brand Features or display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Sounder. All use by you of the Brand Features (including any goodwill associated therewith) will inure to the benefit of Sounder. At no time during or after the term of this Agreement will you challenge or assist others to challenge the Brand Features (except to the extent such restriction is prohibited by law) or the registration thereof by Sounder, nor will you attempt to register any trademarks that are confusingly similar in any way to any Brand Features. You must submit to us a copy or image of any media release or advertising that includes any the Brand Features by emailing us at support@sounder.fm.

4.3Privacy Policy. Our collection and use of personal information is governed by our Privacy Policy, available at https://sounder.fm/legal/policies/privacy-policy.

4.4Modifications. We may release subsequent versions of the API and require you to use the most recent version. Your continued use of the API on any website after such a release will be deemed your acceptance of the modifications.

5.RELATIONSHIP

5.1Marketing. We may publicly refer to you, orally or in writing, as an API licensee of Sounder (including in a directory of our API developers) and we may publish your name and logo on the Sounder website or promotional materials without prior written consent. You grant us all necessary rights and licenses to do so.

5.2Support. We may provide you with support, upgrades, or modifications for the API in our sole discretion. In the event we provide any support, it will be considered part of the API for purposes of Section 9 (Disclaimer and Liability) and Section 10 (Indemnification) below, and we may terminate the provision of such support or modifications to you at any time without notice or liability to you. You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Application. We may redirect users and potential users of your Application to your email address on file for purposes of answering general Application inquiries and support questions.

4.3Feedback. If you elect to provide us with any comments, suggestions, or feedback related to our API, you grant us a perpetual, royalty-free right to use, implement and exploit any such comments, suggestions and feedback to us, and acknowledge that we will be in any manner without restriction, and without any obligation of confidentiality, attribution, accounting, or compensation or other duty to account. In addition, you acknowledge and agree that Sounder may be independently creating applications, content and other products and services that may be similar to or competitive with your Application and its content, and nothing in this Agreement will be construed as restricting or preventing Sounder from creating and fully exploiting such applications, content and other items, without any obligation to you.

6.FEES

6.1Fees. We do not currently charge any fees for using the API or any individual features thereof, but we reserve the right to do so at any time at our sole discretion. We will provide you fifteen (15) days’ notice of such a charge. If we do charge a fee for using the API or any feature thereof, you do not have any obligation to continue to use the API or the applicable feature.

5.2Expenses. Each Party will bear its own expenses incurred through performance of its obligations under this Agreement, including, with respect to Sounder, all expenses associated with its provision of the API, and with respect to you, all expenses associated with your usage of the API.

4.3Taxes. All amounts payable under this Agreement will exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. You will be responsible for payment of all such taxes (other than taxes based on Sounder’s income), fees, duties and charges, and any related penalties and interest, arising from the payment of any fees under this Agreement or the delivery of any services under this Agreement.

7.TERM AND TERMINATION

7.1Term. You agree that this Agreement will be deemed to be in effect upon the date on which you first access or use the API.

7.2Suspension and Termination. We may change, suspend, or discontinue the availability or any functionality of the API, or any aspect of your access to the API, at any time without notice to you and without incurring any liability to you. We may also impose limits on certain features and services or restrict your access to part or all of the API without notice to you and without incurring any liability to you. Furthermore, Sounder may limit, suspend, or terminate your use of the API (and your rights under this Agreement) at any time. In addition, this Agreement will terminate automatically and without notice immediately upon any breach of the terms of this Agreement by you.

7.3Your Termination. You may terminate this Agreement for any reason or no reason at all, at your convenience, by ceasing your use of the API.

7.4Effect on Termination. Upon termination of this Agreement: (i) all licenses granted to You will terminate immediately; (ii) any and all payment obligations, if any, will be due; and (iii) each Party will promptly return to the other Party all Confidential Information of such Party in its possession, custody, or control. Neither Party will be liable to the other Party for damages of any sort resulting solely from the termination of this Agreement.

7.4Survival. Sections 4.1 (Ownership), 4.2 (Brand Features), 5.3 (Feedback), 6 (Fees), 7.5 (Survival), and 8 (Confidentiality) through 11 (General) will survive any termination of this Agreement.

8.CONFIDENTIALITY

8.1Ownership.Confidential Information” means all written and oral information, disclosed by either Party to the other, related to the operations of either Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information. All Confidential Information is proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Each Party agrees as follows: (i) to use the Confidential Information only for the purposes described herein; (ii) that such Party will not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) to restrict access to the Confidential Information to such of its personnel, agents and consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement; and (iv) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement. In the event of any unauthorized disclosure or loss of Confidential Information, the receiving Party will notify the disclosing Party as soon as possible.

8.2Exceptions. The foregoing provisions will not apply to Confidential Information that: (i) is or becomes publicly available or enters the public domain through no fault of the receiving Party; (ii) is rightfully communicated to the receiving Party by persons not bound by confidentiality obligations with respect thereto; (iii) is already in the receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (iv) is independently developed by the receiving Party; or (v) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (1) to comply with the order of a court or other governmental body or applicable law, provided the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (2) to establish a Party’s rights under this Agreement.

9.DISCLAIMER AND LIABILITY

9.1Disclaimer. THE API IS PROVIDED “AS IS,” “AS AVAILABLE” “WITH ALL FAULTS” AND WITH NO WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF ANY KIND. SOUNDER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/ NON-INFRINGEMENT. SOME ASPECTS OF THE API ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT, OR MAKE ANY CONDITION THAT THE API IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. YOUR USE OF THE API IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE API INCLUDING, BUT NOT LIMITED TO, FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

9.2Limitation of Liability. Limitation of Liability. IN NO EVENT WITH EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, OR RELIANCE DAMAGES RELATED TO THIS AGREEMENT OR THE API, INCLUDING, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES AND LOST BUSINESS OPPORTUNITIES, EVEN IF SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT OR RELATED TO THE API EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO SOUDNER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE PARTIES HAVE NEGOTIATED THIS AGREEMENT WITH DUE REGARD FOR THE BUSINESS RISK ASSOCIATED WITH THE ARRANGEMENTS DESCRIBED IN THIS AGREEMENT.

10.INDEMNIFICATION

10.1By You. You will defend, indemnify and hold harmless Sounder and its affiliates, and their respective directors, officers, agents, licensors, co-branders and other partners and employees from and against any third-party claim arising from or in any way related to your Application, your use of the API, or your breach of any obligation herein, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgmen

10.2By Sounder. Sounder will, at its expense, defend or, at its option, settle any claim, action or allegation brought against you alleging that the API infringes any valid intellectual property right of a third party and will pay any final judgments entered into. You will give prompt written notice to us of such a claim and you will give us the exclusive right to defend any such claim, action, or allegation and or to make settlements thereof at our discretion. You will give such assistance and information as we may reasonably require to settle or to oppose such claims. This Section 10.2 provides your exclusive remedy for any infringement claims or remedies.

  • (a)Options. In the event any infringement claim, action or allegation is brought or threatened, we may, at our sole option and expense: (i) procure for you the right to continue use of the API or infringing part thereof; (ii) modify or amend the API or infringing part thereof, or replace the API or infringing part thereof with similar functionality; or (iii) if neither of the preceding is commercially practicable terminate the Agreement and the licenses granted herein.
  • (b)Exclusions. This indemnification obligation will not apply if the infringement arises as a result of (i) any use of the API in a manner other than as specified in this Agreement, (ii) any use of the API in combination with other products, equipment, devices, systems, or data not supplied by us to the extent such claim is directed against such combination, or (iii) any alteration, modification, or customization of the API made by any party other than Sounder or our authorized representative if such infringement would not have occurred without such alteration, modification or customization.

11.GENERAL

11.1Entire Agreement. This Agreement constitutes the entire agreement between you and Sounder and governs your use of the API. If, through accessing or using the API, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party's terms and conditions applicable thereto, and this Agreement will not affect your legal relationship with such third party.

11.2Relationship of Parties. Nothing in this Agreement will be construed as creating a partnership or joint venture of any kind between the Parties and neither Party will have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.

11.3Governing Law. Governing Law. This Agreement will be governed in accordance with the laws of the State of New York without reference to its conflicts of law principles. The Parties agree that the exclusive jurisdiction of any actions arising out of this Agreement will be in the state or federal courts, as applicable, located in New York, New York.

11.4Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such term or provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

11.5Assignment. You may not assign any of your rights hereunder. Sounder may assign all rights to any other individual or entity in its sole discretion. Any attempted transfer in violation hereof will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the Parties.

11.6Waiver. A Party’s waiver of any breach of this Agreement by the other Party will not constitute a waiver of any rights or any subsequent breach of the same or different provision thereof.

11.7Notices. All notices required or permitted hereunder will be in writing, delivered personally, by email, or by nationally recognized overnight courier (e.g., FedEx) at the Parties’ respective addresses communicated on the applicable order. All notices will be deemed effective upon personal delivery, or when received if sent by email or overnight courier. You agree that Sounder may send any privacy or other notices, disclosures, reports, documents, communications and other records regarding the API (collectively, “Notices”) in electronic form to: (i) the email address that you provided during registration, or (ii) by posting the Notice on your Account. The delivery of any Notice is effective when posted to your Account or sent by Sounder (whichever first occurs), regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling your Account. You must give notice to us in writing via email to support@sounder.fm or another address otherwise expressly provided.

11.8Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which taken together will constitute one Agreement.

11.9Force Majeure. Neither Party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or war.

11.10Construction. Unless otherwise specified herein: (i) the word “including” means “including but not limited to”; and (ii) any reference to days will mean calendar days. All headings are for convenience only.

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