June 20, 2020
By directly or indirectly accessing or using (“Use,” “use,” “Using,” or “using”) our APIs through the APIs of third-party SoundHound Inc. (“SoundHound”), you are agreeing to the terms below.Collectively, we refer to the terms below, any additional terms, and any applicable policies and guidelines as the “Terms.”You agree to comply with the Terms and that the Terms control your relationship with us.
Under the Terms, “iHeartMedia” means iHeartMedia + Entertainment, Inc., with offices at 20880 Stone Oak Parkway, San Antonio, TX 78258, United States.We may refer to “iHeartMedia” as “we”, “our”, or “us” in the Terms.
If you have any questions regarding this Terms of Service, please don’t hesitate to contact:
Section 1: Consent
a. Consent by an Individual
You agree that: (i) you are of legal age to form a binding contract with iHeartMedia, or (ii) you are not a person barred from Using the APIs by us or under any applicable laws of the United States or other countries including the country in which you are resident.
b. Consent by an Entity
If you are Using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).
Section 2: Using our APIs
You may Use the iHeartMedia APIs only to create and operate a software application (“API Client”).You will comply with all applicable laws, regulations and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws).You will not Use the iHeartMedia APIs, or iHeartMedia Licensed Materials, to encourage or promote illegal activity or violate any third party rights.iHeartMedia may set and enforce limits on your Use of the iHeartMedia Licensed Materials and our APIs (e.g., limiting the number of indirect iHeartMedia API requests that you may make or the number of users you may serve), in our sole discretion.
b. Open Source Software
Some of the software required by or in our APIs or iHeartMedia Licensed Content may be offered under an open source license.Open source software licenses constitute separate written agreements.To the extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with iHeartMedia for the applicable open source software.You represent and warrant that the API Client shall not include any software subject to an open source software license that would require iHeartMedia to disclose any of its source code upon distribution of the API Client to end users.
If you provide feedback or suggestions about iHeartMedia’s APIs or the iHeartMedia Licensed Materials, then we (and those we allow) may use such information without any obligation to you.
The Terms are non-exclusive.You acknowledge that iHeartMedia may develop products or services that may compete with any other products or services, including the API Client.
Section 3: Security and Ownership
YOU AGREE THAT IHEARTMEDIA MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE IHEARTMEDIA PRODUCTS OR SERVICERS, AND VERIFY YOUR COMPLIANCE WITH THE TERMS.This monitoring may include iHeartMedia accessing and using your API Client, for example to identify security issues that could affect iHeartMedia or its users.You will not interfere with this monitoring in any way.iHeartMedia reserves the right to use any technical means needed to overcome such interference.iHeartMedia may suspend your Use, including Use in your API Client, of iHeartMedia’s APIs without notice for any reason.
You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information (“PII”), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.
iHeartMedia does not acquire ownership in your API Clients, and by Using our APIs, you do not acquire ownership of any rights in the iHeartMedia Licensed Materials, our APIs, or the content that is accessed through our iHeartMedia Licensed Materials and our APIs.
d. User Privacy
Section 4: Prohibitions
a. API Prohibitions
When Using our APIs, you may not (or allow those acting on your behalf to):
1. Sublicense an iHeartMedia API for use by a third party.Consequently, you will not create an API Client that functions substantially the same as the iHeartMedia APIs and offer it for use by third parties.
2. Perform an action that causes any virus, worm, defect, Trojan horse, malware, or any items of a destructive nature.
3. Defame, abuse, harass, stalk, or threaten others.
4. Interfere with or disrupt the iHeartMedia APIs or the servers or networks providing the iHeartMedia APIs.
5. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
6. Reverse engineer or attempt to extract the source code from any iHeartMedia API or any related software, except to the extent that this restrictions is expressly prohibited by applicable law.
7. Use the iHeartMedia APIs for any activities where the Use or failure of the iHeartMedia APIs could lead to death, personal injury, or environmental damage.
8. Use the iHeartMedia APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
9. Remove, obscure, or alter any iHeartMedia terms of service or any links to or notices of those terms.
b. Our APIs may contain iHeartMedia confidential information.iHeartMedia confidential information includes iHeartMedia Licensed Materials, and any other materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances.If you receive any such information, then you will not disclose it to any third party without iHeartMedia’s prior written consent.iHeartMedia confidential information does not include material that you independently developed, that was rightfully given to you by a third party without confidentiality obligations, or that becomes public through no fault of your own.You may disclose iHeartMedia confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders we not receive notice.
Section 5: Content
a. Content Accessible Through iHeartMedia APIs
The iHeartMedia Licensed Content contains some third party content (such as text, images, video, audio, or software).This content is the sole responsibility of the person that makes it available.We may sometimes review iHeartMedia Licensed Content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content.Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not Use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law.Your access to the content provided by our API may be restricted, limited, or filtered in accordance with applicable law, regulations, and policy.
b. Prohibitions on Content
Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the iHeartMedia APIs.
1. Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
2. Copy, translate, modify, create derivative work of, sell, lease, lend, convey distribute, publicly display, or sublicense to any third party;
3. Misrepresent the source or ownership; or
4. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or
5. Falsify or delete any author attributions, legal notices, or other labels of the origin or source of the content.
Section 6: Brand Features; Publicity
a. Brand Features
“Brand Features” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title or interest in or to the other party’s Brand Features.All use by you of iHeartMedia’s Brand Features (including any goodwill associated therewith) will inure to the benefit of iHeartMedia.
You will not make any statement regarding your Use of the iHeartMedia API or Licensed Materials which suggests partnership with, sponsorship by, or endorsement by iHeartMedia without iHeartMedia’s prior written approval.
Section 7: Termination
You may stop Using iHeartMedia Licensed Materials at any time with or without notice.If you want to terminate the Terms, you must provide iHeartMedia with prior written notice and upon termination, cease your Use of the iHeartMedia Licensed Materials.iHeartMedia reserves the right to terminate the Terms with you or discontinue the iHeartMedia APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
b. Your Obligations Post-Termination
Upon any termination of the Terms or discontinuation of your access to our APIs and iHeartMedia Licensed Material, you will immediately stop Using our APIs and Licensed Materials, cease all Use of the iHeartMedia Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 5.iHeartMedia may independently communicate with any account owner whose account(s) are associated with your API Client to provide notice of the termination of your right to use our API.
Section 8: Liability for our APIs
EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER IHEARTMEDIA NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT OUR APIS OR IHEARTMEDIA LICENSED MATERIALS.FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS OR IHEARTMEDIA LICENSED MATERIALS, THE SPECIFIC FUNCTIONS OF THE APIS OR THE LICENSED MATERIALS, OR THEIR RELIABILITY, AVAILABLITY, OR ABILITY TO MEET YOUR NEEDS.WE PROVIDE OUR APIS AND IHEARTMEDIA LICENSED MATERIALS “AS IS.”
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
b. LIMITATION OF LIABILITY
WHEN PERMITTED BY LAW, IHEARTMEDIA, AND IHEARTMEDIA’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF IHEARTMEDIA, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIETS, IS LIMITED TO ONE (1) U.S. DOLLAR.
IN ALL CASES, IHEARTMEDIA, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Unless prohibited by applicable law, if you are a business, you will defend and indemnify iHeartMedia, its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
1. Your misuse or your end user’s misuse of our APIs or iHeartMedia Licensed Materials;
2.Your violation or your end user’s violation of the Terms; or
3.Any content or data routed into or Used with our APIs or iHeartMedia Licensed Materials by you, those acting on your behalf, or your end users.
Section 9: General Provisions
We may modify the Terms or any portion of our APIs or iHeartMedia Licensed Materials without providing notice to you.If you do not agree to the modified Terms, modified APIs, or modified iHeartMedia Licensed Materials, you should discontinue your use of our APIs.Your continued use of the API constitutes your acceptance of the modified Terms, modified APIs, and/or modified iHeartMedia Licensed Materials.
b. General Legal Terms
These Terms do not create any third-party beneficiary rights or any agency, partnership, or joint venture.Nothing in the Terms will limit either party’s ability to seek injunctive relief.We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control.If you don’t comply with the Terms, and iHeartMedia does not take action right away, this does not mean that iHeartMedia is giving up any rights that it may have (such as taking action in the future).If a particular provision of the Terms is not enforceable, this will not affect any of the other provisions.The Terms are the entire agreement between you and iHeartMedia relating to its subject matter and supersedes any prior or contemporaneous agreements on that subject matter.
Except as set forth below: (i) the laws of New York, U.S.A., excluding New York’s conflict of laws rules, will apply to any disputes arising out of or related to the Terms, our APIs, or iHeartMedia Licensed Materials, and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS, OUR APIS, OR IHEARTMEDIA LICENSED MATERIALS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN NEW YORK CITY, NEW YORK.