Attribution and Branding

Attribution and Branding sets out the following:

When displaying or streaming User Content, you must ensure that your app:

1. credits the Uploader as the creator of that User Content;
2. credits Soundman as the source of that User Content; and

• includes (in the case of web pages and mobile web pages) clearly visible backlinks from the relevant sounds within your app to the URL for the relevant sound on soundmanrecords.com (permalink_url).

Soundman Marks

The rights granted by these API Terms of Use do not include any general right to use the Soundman name or any Soundman logo or trademark (collectively, the “Soundman Marks”) with respect to your app.

Provided you comply with these API Terms of Use and the User Terms, you are permitted to use certain Soundman Marks for certain limited purposes related to your app, as described in the following paragraphs. These rights apply on a non-exclusive, non-transferable, worldwide, royalty-free basis, without any right to sub-license, and may be revoked by Soundman at any time.

Buttons

We may occasionally provide buttons, logos and other branding elements featuring certain Soundman Marks for use within your app, including for the purposes of some of the attributions required above – these resources will be available here. You can use these resources as we direct, but mustn’t make any changes or modifications.

Naming Your App

You must not use any Soundman Marks, or any confusingly similar mark, as the name or part of the name of your app (for example, “Soundmaneriffic”), or as part of any logo, icon or branding for your app.

Promoting Your App

Generally, you must not use any Soundman Marks in any advertising, promotional or marketing materials for your app. However, you may use the name “Soundman” in a written description of your app in order to describe the fact that your app connects to Soundman via the Soundman API but not in the name of your app.

If you do this, you must make sure that “Soundman” always appears either in uppercase (“SOUNDMAN”), or in lower case with the “S” capitalized (“Soundman”), and the first time that the name appears in any piece of text, it should be followed by a superscript “™” indicating a registered trade mark (i.e. “SOUNDMAN™ “).

You must not use the name in any way that takes unfair advantage of our goodwill or reputation in the Soundman Marks, and you must not make any suggestion, directly or indirectly, that your app is an official Soundman app or is endorsed by Soundman in any way.

Domain Names

You must not operate your app from any domain that includes the word “Soundman” or any obvious derivation or misspelling of the word “Soundman”, or from any domain that is likely to cause an end user to believe that your app originates from, or is endorsed by Soundman.

Updates

If we amend or update any of the Soundman Marks or any of the Resources mentioned above, we reserve the right to require you to use the updated versions, and you shall commence using those updated versions in place of the previous versions promptly following any notification from us to that effect (and in the case of software Applications, with effect from your next version release).

Press and Publicity

You must not issue any press release or similar public announcement regarding your app that makes any reference to Soundman (except as permitted in the “Promoting Your App” section above) without our prior written consent.

If we choose to feature your app in our App Gallery (which we don’t guarantee to do), you agree that we may use the name of your company and/or the name and logo of your app for this purpose.

We may also use your company and app name and logo in presentations, reports, case studies, marketing materials and similar documentation for as long as you make use of the Soundman API.

General Prohibitions

There are a few general rules when it comes to use of the Soundman API:

1. You must not, and must not attempt to, collect and store the names, usernames, email addresses, or other credentials of Soundman users through your use of the Soundman API, except to the extent necessary for the proper functioning of your app.
2. You must  not, and must not attempt to, sell any User Content without the explicit permission of the relevant Uploader, or any Personal Data under any circumstances.

• You must not attempt to resell any service delivered via the Soundman™  platform or any part of any such service.

1. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any data from the Soundman  platform, other than User Content and Personal Data that is legitimately accessible to you via the Soundman
2. You must not use the Soundman API to distribute spam or other unsolicited advertising or promotional messages, or to send messages, make comments, or initiate any other direct communication or contact with users of the Soundman You must also not use the Soundman API to permit, encourage, or incentivise other people to do any of these things.
3. This section does not apply to any use of the Soundman API to enable users to send messages or make comments in accordance with the User Terms, where these messages and comments are specifically and deliberately initiated by the relevant user via authenticated access, and are not made in response to any encouragement or incentive provided by you or your app.
4. You must not remove or attempt to remove or interfere with any advertising delivered via the Soundman

• You must not use the Soundman API to commit or engage in, or encourage, induce, solicit or promote, any conduct that violates any law or regulation, or constitutes a breach of the User Terms, including content piracy, stream ripping, and/or facilitating unauthorized access to third party intellectual property.
• You must not use the Soundman API or any User Content for any app that depicts sexually explicit images, promotes violence or discrimination, or engages in the sale or advertisement of pornography, tobacco products, firearms, illegal or prescription drugs.

1. You must not use the Soundman API to violate, misappropriate or infringe any copyright, trademark rights, rights of privacy or publicity, confidential information or any other right of any third party. You must not use the Soundman API to permit, encourage, solicit or facilitate anyone else (for example, users of your app) to do any of these things.
2. You must ensure that your app does not replicate a substantial number of features and/or the overall experience of Soundman, and must ensure that the visual design of your app is not confusingly similar to the design or look and feel of any part of the Soundman platform, including without limitation, any Soundman website, the Soundman desktop app and/or any Soundman mobile app.
3. You must not alter or remove any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Soundman platform, any User Content and/or any documentation relating to the Soundman

• You must not use clips of User Content to create games or other applications to create a separate business.
• You must not use the Soundman API for any so-called stream ripping, stream capture or similar applications designed to make permanent copies of User Content.
• Your app must not facilitate upload of audio or video content to any third party site or application.

1. You must not, and must not permit any third party to, copy or adapt the object code, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of the Soundman API or any part of the Soundman platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to any User Content (but this section shall not prevent you from using any Soundman SDKs that we may release under an open source licence).

• You must not use the Soundman API to violate, circumvent or attempt to violate or circumvent any data security measures employed by Soundman or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Soundman’s servers, system or network or attempt to breach Soundman’s data security or authentication procedures; attempt to interfere with the Soundman platform (or any part thereof) by any means including, without limitation, hacking Soundman’s servers or systems, submitting a virus, overloading, mail-bombing or crashing.
• You must not attempt to obtain more client IDs than you reasonably require for the development, testing and operation of your app.
• You must not rent, sell or lease access to the Soundman API or any User Content or Personal Data, and must not sell or transfer, or offer to sell or transfer, your client secret to any third party without the prior written approval of Soundman.
• You must not use or attempt to use another person’s client ID and/or client secret, unless you are working on the same app.

1. You must not use the Soundman API to distribute any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, and must not use the Soundman API for any purpose which or might overburden, impair or disrupt the Soundman platform, servers or networks.

• You must not impose any terms on users of your app that are inconsistent with these API Terms of Use or the User Terms.
• You must ensure that all networks, hardware and software necessary to operate your app (other than the Soundman platform or the Soundman API) are configured and operate to commercially reasonable standards of security. In the event of any breach of security involving the Soundman API or any User Content or Personal Data, you must notify Soundman immediately and work diligently to remedy such security breach as soon as practicable. You shall not make any public statement regarding any such security breach without the prior written approval of Soundman.

Other Legal Terms

Ownership

Everything related to the Soundman API is owned by Soundman

You hereby acknowledge that, as between you and Soundman, all rights, title and interest, including without limitation, all intellectual property rights, in and to the Soundman API, any and all documentation provided by Soundman in connection therewith, the Soundman platform and the Soundman Marks, are owned by Soundman.

Confidentiality

Respect our confidential information

Through your use of the Soundman API, you may come into contact with information, in whatever form, that belongs or relates to Soundman or its affiliates, including without limitation, the Soundman API itself, and any other software, documentation, processes, know-how, designs, strategies, and data pertaining to the Soundman API, User Content, Soundman users, the Soundman platform and/or any part or parts thereof (“Confidential Information”). As between you and Soundman, all Confidential Information remains the property of Soundman.

You shall not use any of the Confidential Information except as strictly necessary for the development, testing and operation of your app, and you shall not disclose the Confidential Information or any part thereof to any third party. You shall take all reasonable precautions to prevent to unauthorized disclosure or dissemination of the Confidential Information, and if you are a company or other organisation, you shall limit distribution of the Confidential Information to those of your employees who need to know the same in connection with the development, testing and operation of your app.

Within five days of a request from Soundman, and in any event when you stop using the Soundman API (for whatever reason), you shall delete and destroy and certify the destruction of the same (which shall include irretrievably deleting such Confidential Information from all of your networks and systems). This provision shall survive any termination of the agreement created by these API Terms of Use.

Independent Development

We may develop competing apps

You hereby acknowledge that Soundman may currently or in future develop apps and services that may be similar to or competitive with your app. Nothing in these API Terms of Use shall in any way limit, restrict or preclude Soundman from pursuing any of these, or any other, present or future business activities, opportunities or interests or from entering into any agreement or transaction with any person.

 

Representations and Warranties

You are responsible for all things relating to the distribution and use of your app

You hereby represent and warrant to Soundman as follows:

1. You have the right to distribute and make available your app to end users thereof, and your app and end users’ use of your app in compliance with your app’s terms of service (if any), does not and will not infringe or violate the rights of any third party or any applicable law, rule or regulation.
2. You have obtained, and will maintain throughout all periods during which you make use of the Soundman API, any and all licences, consents, permissions and/or clearances necessary in order for you to develop, implement, operate, distribute, make available and support your app, and to enable end users to use your app (e.g. any synchronization licences that may be necessary if you are combining User Content with visual media output such as video or images, and any public performance licences with respect to any copyrighted music made available via your app).

• You will comply with all applicable laws in connection with your use of the Soundman API and all User Content and Personal Data accessed thereby, including without limitation, all applicable intellectual property and data protection laws in all relevant jurisdictions.

1. You will not use the Soundman API or any User Content or Personal Data for any purpose that is fraudulent, illegal, libellous, defamatory, offensive, discriminatory or in any way that promotes, solicits or condones the infringement of intellectual property rights, or otherwise brings Soundman into disrepute.

Liability for User Content

Soundman is not responsible for User Content

You hereby acknowledge and agree that (i) Soundman users are solely responsible for User Content that they upload, post or distribute to, on or through the Soundman platform, (ii) Soundman cannot and does not review the User Content created or uploaded by its users, and Soundman has no obligation, and does not undertake or assume any duty, to monitor the Soundman platform for User Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of the User Terms or applicable law; and (iii) the availability of User Content on the Soundman platform and over the Soundman API is a matter controlled by the relevant Uploader as the owner of the relevant User Content, and not by Soundman (subject to the removal of any item of User Content by Soundman in response to any reports of copyright infringement made against the Uploader).

Soundman hereby excludes, to the fullest extent permitted by law, any and all liability which may arise from any User Content uploaded to the Soundman platform by Soundman users and accessed by you and users of your app, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by Users.

By using the Soundman API, you irrevocably waive the right to assert any claim with respect to any of the foregoing, or any other claim related to your use of the Soundman API, against Soundman or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

Disclaimer

Soundman gives no guarantees regarding the API or other things provided under these terms

THE SOUNDMAN API, THE SOUNDMAN PLATFORM, THE SOUNDMAN MARKS AND ALL USER CONTENT AND PERSONAL DATA ACCESSED THROUGH OR VIA THE SOUNDMAN API, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.

WHILST SOUNDMAN USES ALL REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS ON THE SOUNDMAN PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO SOUNDMAN’S ATTENTION, SOUNDMAN MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE SOUNDMAN PLATFORM, THE SOUNDMAN API OR ANY PART OR PARTS THEREOF, THE SOUNDMAN MARKS OR ANY USER CONTENT OR PERSONAL DATA, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, OR ANY GUARANTEE THAT ANY PARTICULAR ITEM(S) OF USER CONTENT IS, ARE OR WILL BE AVAILABLE ON THE SOUNDMAN PLATFORM AND/OR WILL BE ACCESSIBLE VIA THE SOUNDMAN API AT ANY OR ALL TIMES OR AT ALL.

SOUNDMAN DOES NOT WARRANT THAT ANY USER CONTENT IS CLEARED FOR THE USE THAT YOU INTEND TO MAKE OF IT VIA YOUR APP AND DOES NOT PROVIDE YOU WITH THE BENEFIT OF ANY LICENCES (ON A PASS THROUGH BASIS OR OTHERWISE) THAT SOUNDMAN MAY HAVE OR OBTAIN WITH RESPECT TO ANY USER CONTENT AND ANY SUCH BENEFIT THAT MIGHT OTHERWISE BE GRANTED OR IMPLIED AS A MATTER OF LAW IS HEREBY EXCLUDED SOUNDMAN DOES NOT WARRANT THAT YOUR USE OF THE SOUNDMAN API WILL BE UNINTERRUPTED,

TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOUNDMAN PLATFORM, THE SOUNDMAN API, THE USER CONTENT OR PERSONAL DATA OR ANY PART OR PARTS THEREOF, OR THE SERVERS ON WHICH THE SOUNDMAN PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SOUNDMAN DOES NOT WARRANT THAT ANY CALLS TO THE SOUNDMAN API OR ANY TRANSMISSION OF USER CONTENT WILL BE SECURE OR THAT ANY ELEMENTS OF THE SOUNDMAN PLATFORM DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF USER CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE SOUNDMAN PLATFORM OR THE SOUNDMAN API IS LAWFUL IN ANY PARTICULAR JURISDICTION.

SOUNDMAN AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW, TOGETHER WITH ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THESE API TERMS OF USE.

Limitation of Liability

Any liability that Soundman does have will exclude the things listed below

SOUNDMAN AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:

1. ANY LOSS OR DAMAGE ARISING FROM:
2. YOUR INABILITY TO ACCESS OR USE THE SOUNDMANAPI, OR TO ACCESS ANY USER CONTENT, PERSONAL DATA OR THE SOUNDMAN PLATFORM VIA THE SOUNDMAN API;

• ANY CHANGES THAT SOUNDMAN MAY MAKE TO THE SOUNDMANAPI OR TO THE SOUNDMAN PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE SOUNDMAN PLATFORM, THE SOUNDMAN API OR ANY OR ALL USER CONTENT OR PERSONAL DATA IN OR FROM ANY OR ALL TERRITORIES;

1. ANY REMOVAL BY THE UPLOADER, SOUNDMAN OR ANY AUTHORISED THIRD PARTY OF ANY PARTICULAR ITEM OF USER CONTENT FROM THE SOUNDMANPLATFORM, OR ANY CHANGES MADE TO THE AVAILABILITY OF SUCH USER CONTENT OR THE USE PERMITTED TO BE MADE OF THAT CONTENT OVER THE SOUNDMAN API;
2. ANY ACTION TAKEN AGAINST YOU BY ANY USER OR THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO YOUR ACCESS TO OR USE OF ANY USER CONTENT OR PERSONAL DATA VIA THE SOUNDMANAPI, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY SOUNDMAN OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE SOUNDMAN API OR ANY USER CONTENT OR PERSONAL DATA ACCESSED THEREBY;
3. ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE SOUNDMANPLATFORM OR THE SOUNDMAN API, OR FROM ANY INACCURACY OR DEFECT IN ANY USER CONTENT OR PERSONAL DATA;

• YOUR FAILURE TO PROVIDE SOUNDMAN WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME, PASSWORD OR CLIENT SECRET SUITABLY CONFIDENTIAL;
• ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA, OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR

1. ANY LOSS OF PROFITS, ANY COST OF FINDING REPLACEMENT GOODS OR SERVICES, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF SOUNDMAN BREACHING THESE API TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND SOUNDMAN AT THE TIME YOU AGREE TO THESE API TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE API TERMS OF USE, SOUNDMAN’S TOTAL LIABILITY TO YOU UNDER THESE API TERMS OF USE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED FIFTY EUROS (€50) IN AGGREGATE.

NOTHING IN THESE API TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF SOUNDMAN, ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS OR ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS FOR ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE OR DELIBERATE ACTS OR OMISSIONS, FOR ANY FORM OF FRAUD OR DECEIT, OR FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

ADDITIONALLY, APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SOUNDMAN AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND SOUNDMAN, AND THAT SOUNDMAN’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Indemnification

You need to be responsible for any loss that we suffer as the result of your use of our API

You hereby agree to indemnify, defend and hold harmless Soundman, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees, resulting from (i) any violation by you of these API Terms of Use or the User Terms; (ii) any claim by any third party that your use of the Soundman API, the Soundman Marks or any User Content or Personal Data represents a violation of the intellectual property rights, rights of privacy or other rights of that third party, or any other claim related to your use of the Soundman API; and (iii) any activity related to your client secret, be it by you or by any other person using your client secret with or without your consent.

Termination

Either party can terminate use of the API as described below

You may terminate the agreement created by your acceptance of these API Terms of Use by email confirming such termination, whereupon Soundman will revoke your access to the API.

Soundman may terminate the agreement created by your acceptance of these API Terms of Use, and may revoke your API access at any time if (i) you are in breach of any of the material provision of these API Terms of Use or the User Terms; (ii) Soundman elects at its discretion to cease providing access to the Soundman API to any or all users of the Soundman API and/or in any or all jurisdictions; (iii) Soundman decides in its sole discretion that your app does not provide added value to Soundman users and/or is not in the best interests of Soundman or our users, including without limitation, in response to complaints from Uploaders or third party rights owners; or (iv) in other reasonable circumstances as determined by Soundman at its discretion.

On termination, all right granted hereunder shall cease. You shall immediately cease all use of the Soundman API, shall remove any and all Soundman Marks from your app or any advertising, marketing and promotional materials related thereto, shall destroy all Confidential Information, and shall delete all User Content and Personal Data.

The provisions of these API Terms of Use that are intended by their nature to survive termination will survive termination.

Miscellaneous

These API Terms of Use, together with the User Terms, constitute the entire agreement between you and Soundman with respect to your use of the Soundman API and any User Content and Personal Data accessed thereby, and supersede any prior agreement between you and Soundman with respect thereto.

Soundman may assign its rights and (where permissible by law) its obligations under these API Terms of Use, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Soundman.

You may not assign your rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Soundman. Should one or more provisions of these API Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the API Terms of Use, which will remain in full force and effect.

These API Terms of Use are not intended to give rights to anyone except you and Soundman, save that Uploaders shall be entitled to enforce these API Terms of Use as third party beneficiaries insofar as these API Terms of Use apply to any unauthorised use of their User Content, User Data or other proprietary rights. This does not affect our right to transfer our rights or obligations to a third party as described above. The agreement created by your acceptance of these API Terms of Use is subject to the laws of the United Kingdom, and you and we hereby submit to the exclusive jurisdiction of the courts in England and Wales for resolution of any dispute, action or proceeding arising in connection with these API Terms of Use.

Last Updated: Feb 24, 2024 @ 2:37 pm