API Terms of Service
- Compliance of Terms
- Users & Data
- Access to POOL Platform
- Representations, Warranties, Limitation of Liability, Indemnification, Disclaimers, Release
- Other Legal Terms
We strive to bring the latest music and music video to industry professionals. Please read these terms carefully before using our API platform.
When reviewing our Terms of Service, please keep in mind:
- As our subscribers, you are very important to us. It is our desire to work together to give you the tools to access, discover, and manage your music library. Please respect the content of our industry artists and do not
share your subscription with any body.
- We fight for the rights of artists, and their music. We work hard to make sure that all of the music on POOL is fully licensed. This respect manifests itself in what we support in POOL.
Compliance of Terms of Service. Please note that the usage of the POOL API and the documentation is subject to your review and agreement with this Terms of Service agreement. You are not required to
agree to the Terms of Service. However, if you reject the Terms of Service, you do not have any right to use the POOL API Platform. If you use the POOL API Platform, you will be deemed to have accepted these Terms of Service
and entered into a legally binding contract with Promo Only, Inc ("Promo Only", “we”, and “us”).
is any conflict between the Terms of Service and another of these documents, the Terms of Service shall govern. Please note that if you use any of the POOL API calls (defined below), you shall be bound by the Terms of Service.
Acceptance on Behalf of a Third Party. If you are developing on behalf of an organization, corporation, group, or affiliation, you agree to these Terms of Service for that organization and promise that
you have authority to bind that organization and its parents, subsidiaries, and sister companies to these Terms of Service. In that case, "you" and "your" will refer to that organization, its parents, subsidiaries, and sister companies.
Language. In the event that these Terms of Service are translated into other languages and there is a discrepancy in different languages, the English language version shall prevail to the extent that
such discrepancy is the result of an error in translation.
Independent Contractors. There is no joint venture, partnership, agency, or fiduciary relationship existing between you and Promo Only, and the parties do not intend to create any such relationship by
All defined terms not set out in this section will be clearly defined in these API Terms of Service.
- Approved Devices: desktop computers, laptops, netbooks, single board computers, tablets, mobile wireless handsets, and smart phones.
- Previews: low bit-rate audio and video previews of an entire track, accessible using the POOL Platform.
- POOL Content: any video or audio content, data, information or material made available through the POOL Service or by Promo Only. This includes, among other things, tracks, album artwork,
artist information, metadata, playlists, charts, and user data.
- Promo Only and/or POOL Marks: all trademarks, service marks, logos, brand names, or trade names used to identify Promo Only and/or POOL and its products or services.
- POOL Service: the service, websites, software applications, APIs, content, and offers provided by Promo Only.
- POOL Platform: any of our developer tools (APIs, Documentations) accessible, and documentation described, on our website.
- POOL Developer Application or PDA: any application, website or service that accesses the POOL Service or POOL Content through, or which incorporates, the POOL Platform.
- Streaming: using the POOL Platform to enable playback of sound and video recordings available through the POOL Service. Please note that the use of Previews are not
included in the definition of Streaming for purposes of these Terms of Service.
- Streaming PDA: a PDA that provides Streaming functionality or some subset of Streaming functionality, regardless of whether it also provides additional functionality.
- Non-Streaming PDA: a PDA that does not provide any Streaming functionality.
License to Developer. Subject to and conditional upon your compliance at all times with these Terms of Service, Promo Only grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term
(defined in the "Terms" Section) to the following:
- Streaming PDAs. Use the POOL Platform to develop and distribute non-commercial Streaming PDAs that comply with the all guidelines (i) for private personal use
(ii) on Approved Devices (iii) by POOL users who are subscribed to the POOL Service (as defined in our Terms of Service) at the time of their use of the Streaming PDAs.
- Non-streaming PDAs. Use the POOL Platform to develop and distribute Non-Streaming PDAs that comply with the Terms of Service.
- POOL Platform. Distribute the applicable POOL Platform only in binary form as part of PDAs that comply with the Terms of Service to the extent such distribution is expressly described in the
corresponding documentation. Make a reasonable number of copies of the POOL Platform for use in accordance with the Terms of Service. Use the POOL Platform to access and use POOL Content only as permitted by the
POOL Platform and for the sole purpose of operating the PDAs in accordance with the Terms of Service.
- POOL Marks. Use any of the POOL Marks to promote your use, and the results of your use, of the POOL Platform in accordance with these Terms of Service and applicable law. You agree that except
for the limited license above, these Terms of Service do not grant you any rights to the POOL Marks and that all goodwill generated through your use of such marks is to the sole benefit of Promo Only. If you use any
POOL Marks, you will at no time contest or aid in contesting the validity or ownership of those POOL Marks or Promo Only's rights in them, including, but not limited to, applying to register any trademark, trade name
or other designation that is confusingly similar to the POOL Marks.
- Limitation. Except as expressly granted in these Terms of Service, neither party grants the other party any intellectual property rights or other proprietary rights. As between you and Promo Only,
its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the POOL Platform (including its
documentation and specifications), all Promo Only websites, POOL Content, POOL Services, and any derivative works thereof.
- Third Party Software. The POOL Service may include open source software or third party software. Any such software is made available to you under the terms of the applicable licenses. Please review
information here for the applicable notices and license terms related to the POOL Platform.
- License to POOL. You grant to us a paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license, under all of your intellectual property rights, to:
Use, perform, make available, display to the public, reproduce, distribute, and import your PDA and use your name, likeness, or brand (which includes all of your trademarks, service marks, logos, brand names or trade names,
your "Marks") to the extent it is incorporated into your PDA; Link to and direct users to your PDA; and Sublicense the foregoing rights to our corporate affiliates or any third parties that are working with us as development
partners, hosting facilities, and in similar capacities, in order to enable them to perform their services for us.
Following the termination of this Agreement and upon written request from you, Promo Only shall make commercially reasonable efforts, as determined in its sole discretion, to remove references and links to your PDA and any of your
Marks from the Promo Only website or POOL Service. Promo Only shall have no other obligation to delete copies of, or references or links to, your PDA.
General Restrictions. You agree that you will follow the restrictions set out below and will not encourage or facilitate others to violate these restrictions.
- Do not use the POOL Platform in any manner that is not expressly authorized in this Agreement.
- Do not use POOL Content for any purpose other than delivering your PDA.
- Do not misuse the POOL Platform, including (i) modifying, editing, disassembling, decompiling, reverse-engineering, or extracting source code from the POOL Platform (including any client
libraries), POOL Service, or POOL Content (except to the extent such restrictions are expressly prohibited by law); (ii) distributing or making copies of the POOL Platform or making the
POOL Platform available to any person, except as expressly provided in the Terms of Service; or (iii) interfering, or attempting to interfere, with the proper functioning or performance
of the POOL Platform or POOL Service.
- Do not facilitate unauthorized access to the POOL Service or POOL Content, including (i) enabling access to, or use of, the POOL Service or POOL Content in violation of the POOL Terms and
restrictions; or (iii) facilitating "stream ripping" or other functionalities that make it easier for unauthorized users to capture or otherwise make permanent copies of POOL Content.
- Do not use the POOL Platform, POOL Service or POOL Content for any illegal or unauthorized purpose, including (i) failing to comply with applicable laws and regulations, including, without
limitation, laws regarding personal data, privacy, copyright, and export controls; or (ii) misusing Promo Only Intellectual Property (defined below) (such as using POOL Marks as part of
the name of your company or service).
- Do not use the POOL Platform, POOL Service or POOL Content in any manner to compete with Promo Only or to build products or services that compete with the POOL Service, POOL Content or any other Promo Only product or
service without our permission.
- Do not improperly access, alter or store the POOL Service or POOL Content, including (i) using any robot, spider, site search/retrieval application, or other tool to retrieve, duplicate, or
index any portion of the POOL Service or POOL Content (which includes release data) or collect information about POOL users for any unauthorized purpose; (ii) making excessive service calls
that are not strictly required for the proper functioning of your PDA via the POOL Platform; (iii) aggregating metadata, album artwork, audio, video, or other POOL Content to create databases
or any other compilation other than as strictly necessary to offer and operate your PDA; (iv) requesting, collecting, soliciting or otherwise obtaining access to sign-in names, passwords, or
other authentication credentials for the POOL Service, other than via the means specifically provided for by the POOL Platform and as strictly necessary to offer and operate your PDA or as expressly authorized by a POOL
- Do not transfer POOL Content to unauthorized third parties, including (i) directly or indirectly transferring any data (including aggregate, anonymous or derivative data) received from POOL to,
or use such data in connection with, any ad network, ad exchange, data broker, or other advertising or monetization-related toolset, even if a user consents to such transfer or use; or (ii) to
another music service that competes with Promo Only or the POOL Service.
- Do not use any viruses, worms, Trojan horses, or any other harmful code that could affect the POOL Platform, POOL Service, or POOL Content.
- Do not damage, disparage, or take other actions that would be detrimental to Promo Only, the POOL Service, POOL Content, or Promo Only's content providers, corporate affiliates, and partners.
- Do not associate, imply, or otherwise suggest an endorsement, tie-in, co-branding, or promotion of any brand, service, website, product, or offering with or by (i) Promo Only, or
(ii) any POOL Content, including any artist, record label, or sound/video recording.
- Do not use the POOL Platform, POOL Content, POOL Service, or POOL Marks in any way to promote or distribute an application, product, service, website, or other offering, including any PDA: (i)
that is associated with, promotes, features, encourages, facilitates, or condones (a) illegal activity or the illegal or unauthorized use or sharing of audio or video content;
(b) any illegal, defamatory, obscene, sexually explicit, malicious, or discriminatory content; (c) violence; (d) political positions or
political candidates and/or religious causes; (e) the sale or advertisement of tobacco products, ammunition, firearms, and/or pornography; or (f) content that is
deceptive or fraudulent; (ii) that could be considered defamatory of third parties, obscene, malicious, or discriminatory in any way, including but not limited to on the basis of race,
disability, sex, sexual orientation, or religion; (iii) that infringes any intellectual property or other right of Promo Only or any third party, including, without limitation, any right of
privacy, publicity, copyright, trademark, patent, or contractual right; or (iv) that is used to harass, embarrass, harm, or improperly target any POOL user or artist.
- Do not artificially increase play counts, follow counts or otherwise manipulate the POOL Service (i) by using a script or automated process, (ii) by providing any
form of compensation (financial or otherwise) to users, or (iii) by any other means.
Commercial Use Restrictions.
- Unless you receive Promo Only's written approval, commercial uses are not permitted for Streaming PDAs. Such prohibited commercial uses include, but are not limited to:
- the sale of the POOL Platform, POOL Content or POOL Service, or sale of access to any of the foregoing;
- the sale of, or sale of access to, a Streaming PDA; any e-commerce (in-app payment or monetization) initiated via the Streaming PDA;
- the sale of advertising, sponsorships, or promotions on the PDA itself.
- Unless you receive Promo Only's written approval, the following are the only commercial uses of Non-Streaming PDAs permitted under these Terms of Service:
- sale of advertising, sponsorships, or promotions on the Non-Streaming PDA or Website;
- sale of, or sale of access to, a Non-Streaming PDA (including any e-commerce initiated via the Non-Streaming PDA);
- For the avoidance of doubt, you may not offer the metadata, cover art, or Audio/Video Preview Clips or any other POOL Content for any separate sale or charge or standalone product. For example, you may not offer access to
metadata or cover art conditional on the purchase of tokens or credits or any other in-app payment feature. Further, you may not sell the POOL Platform, POOL Content, or POOL Service or access to any of the foregoing.
POOL Content Restrictions. In addition to the foregoing, you must comply with the following restrictions related to POOL Content.
- Editing, Modifying, and Altering. Except as set out in this paragraph or agreed upon by cooresponding rights holders to the content in question in writing, you shall not edit, modify, alter or
create derivative works of POOL Content in any way. For example, you are not permitted to edit recordings accessible through the POOL Platform to create preview clips; you may only use unmodified Preview Clips available
through our POOL Platform. You may, however, adjust the size of metadata or cover art as necessary for a use authorized under this Agreement.
- Misleading Use. You shall not mislead POOL users as to the artist or user associated with any POOL Content.
- Artist- or Label-Specific Use Prohibited. Your PDA shall not have a specific artist or artists or the content of a specific record label or rights holder as the sole subject of the PDA unless
you have express permission from that rights holder.
- Games and Trivia Quizzes. Unless you receive Promo Only's written approval, you shall not use the POOL Platform to incorporate POOL Content into any game functionality (including trivia quizzes).
- Metadata, Cover Art Specific Restrictions. Metadata, cover art and Previews available via the POOL Platform shall include a link back to the applicable artist, album, track, or playlist on the
POOL Service. You shall use the identifiers provided by Promo Only via the POOL Platform in order to comply with the restrictions in this paragraph. You shall clearly attribute that the Previews are being supplied and
streamed by Promo Only using the designated POOL Marks on the player. You shall not offer metadata, cover art, and/or Audio Preview Clips as a standalone service or product.
- Integration with Third Party Services. You shall not create any product or service by integrating the POOL Platform, POOL Service, or POOL Content with (i) any
non-interactive internet webcasting service or (ii) with streams from another service.
- Synchronization. You may not synchronize any recordings accessed via the POOL Platform with any visual media, including any advertising, film, television program, slideshow, video, or similar
- Use on websites. You shall not use the POOL Platform to embed or integrate any Streaming functionality into any website or otherwise allow access to Streaming via the web.
- You agree not to circumvent any privacy features offered by Promo Only, you, or by third parties.
- You will only request the data you need to operate your PDA.
- Subject to certain restrictions, including on use and transfer, users give you permission to use their basic account information when they connect with your PDA. For all other user data obtained through use of the POOL Platform,
you must obtain explicit consent from the user who provided the data to us before using it for any purpose other than displaying it back to the user on your PDA.
- You will not sell or purchase any POOL Content, including data obtained from Promo Only.
- You shall not email POOL users unless you obtain their explicit consent or obtain their email address and permission through means other than POOL.
- POOL user data can be cached only for operating your PDA. If a POOL user logs out of your PDA or becomes inactive, you will delete any POOL Content related to that user stored on your servers. You are not permitted
to store POOL Content related to a POOL user or otherwise request user data if a POOL user is not using your PDA.
- You must provide all users with a working mechanism to disconnect their POOL Account from your application at any time and provide clear instructions on how to do so. Further, when a user disconnects their POOL account,
you agree to delete and no longer request or process any of that POOL user's data.
- You are solely responsible for your access, use, processing, and disclosure of POOL user data and, to the extent applicable, you shall act as and be considered a data controller.
- Prior to using the POOL Platform, you must have in place industry standard security and protections for any POOL Content and user data in your possession and/or control. You are also responsible for the security measures
used by third parties providing services to you.
- When distributing the PDA, you shall require end users to agree to an enforceable end user agreement reflecting at least the following minimum terms:
- not make any warranties or representations on behalf of Promo Only and expressly disclaim all implied warranties with respect to the POOL Platform, POOL Service and POOL Content, including the implied warranties of
merchantability, fitness for a particular purpose and non-infringement;
- prohibit modifying or creating derivative works based on the POOL Platform, POOL Service or POOL Content;
- prohibit decompiling, reverse-engineering, disassembling, and otherwise reducing the POOL Platform, POOL Service, and POOL Content to source code or other human-perceivable form, to the full extent allowed by law;
- state that you are responsible for your products and disclaim any liability on the part of Promo Only;
- You will make a complete and accurate disclosure to end users of the privacy practices and policies applicable to your PDA or Website, including, without limitation, notice to the end user:
- of the information you collect from users;
- about how you collect, use, and share that information;
- that you allow third parties to place Cookies on users' browsers in order to collect information about their browsing activities; and
- about users' options for Cookie management.
- If your PDA or service is targeted to children, you may not embed or otherwise use the POOL Platform. If you have actual knowledge that specific people using your PDA or online service are children under 13, you must block the
use of the POOL Platform for those people. You must not knowingly share information with Promo Only that you have collected from children under the age of 13 unless you obtain verifiable parental consent that covers Promo Only's
collection, use, and disclosure in compliance with applicable law.
- If your application contains content submitted or provided by third parties, you must comply with the following rules:
- In the United States, you must take all steps required to fall within the applicable safe harbors of the Digital Millennium Copyright Act including designating an agent to receive notices of claimed infringement,
instituting a repeat infringer termination policy and implementing a "notice and takedown" process.
- In other countries, you must comply with local copyright laws and implement an appropriate "notice and takedown" process upon receiving a notice of claimed infringement.
- As described on our developer site, to access and use certain tools provided by our POOL Platform, you must link your POOL account to a developer account. You will be issued one or more unique IDs, keys, passwords,
security codes, or tokens (each a "Security Code") for accessing the POOL Platform and managing your account. You agree to provide Promo Only with accurate, complete and updated registration information.
- You may only access your account with the Security Codes provided by Promo Only and the appropriate Security Code must be embedded in your PDA, including in all updates and revisions, in a secure manner not accessible
by third parties. If you are developing a Streaming PDA, each call to the POOL Platform must incorporate a valid Security Code.
- You may not sell, transfer, sublicense or otherwise disclose your account or Security Codes to any other party or use it for any other purpose except in connection with your PDA.
- You are entirely responsible for maintaining the confidentiality of your account and Security Codes. You agree to notify Promo Only immediately if you believe that your account or Security Codes have been compromised and
cooperate with Promo Only in the investigation of any compromised Security Codes. You are fully responsible for all activities that occur using your account and Security Codes, regardless of whether such activities are
undertaken by you or a third party.
Enforcement of Terms of Service. We may enforce these Terms of Service against you, your PDA or Website if we conclude that your PDA or Website violates this Agreement or is negatively impacting the
POOL Platform, POOL Service or POOL Content. We may or may not notify you in advance. Enforcement can include revoking your Security Codes, disabling your PDA, restricting your, and your PDA's, access to the POOL Platform
(including its functionality), requiring you to delete data, terminating our Agreement with you, or any other action that we deem appropriate.
Limitations on Use of POOL Platform. Promo Only may limit the number of service calls that your PDA may make, the volume of POOL Content that may be accessed, or anything else about the POOL Service as
Promo Only deems appropriate, in its sole discretion, without notice. Promo Only may use technical measures to prevent over-usage or stop usage of the POOL Platform.
Monitoring Usage. You agree that Promo Only may monitor your use of, and collect usage data related to, the POOL Platform to ensure quality, improve the POOL Service and verify your compliance with these
terms. You agree not to block or interfere with such efforts and to provide us with reasonable access to information related to your compliance with these Terms of Service. Promo Only may use any technical means to overcome any
interference. At our sole discretion we may request, and you shall provide, proof that your website, product or service and any content within your website, product or service is properly licensed.
Cooperation. You agree to cooperate with Promo Only in pursuing any violations of the prohibition against ripping or other capture of streamed content.
Reporting of Non-Complying PDAs. If you believe that someone is violating these Terms of Service or misusing the POOL Platform, please contact us.
Modification of POOL Platform. Promo Only reserves the right to modify the POOL Platform and to release subsequent versions of the POOL Platform at any time without notice to you. You may be required to
obtain and use the most recent version of the POOL Platform in order for your PDA to function.
Representations and Warranties
. In addition to any other representations, warranties and covenants made by you, you represent, warrant and covenant to Promo Only that:
- You have the legal capacity to enter into these Terms of Service;
- Any and all information you provide to Promo Only is and shall be true, accurate, complete and up to date;
- You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to provide your PDA and perform your obligations hereunder;
- You own or have secured all rights necessary to copy, display, distribute, render, and publicly perform all content on or within your PDA or Website;
- Your use of the POOL Platform complies with all applicable laws and regulations, including without limitation, any right of privacy, publicity, copyright, trademark, patent, trade secret or contractual right; and
- Your use of the POOL Platform shall not infringe any intellectual property or other rights of Promo Only or any third party, including without limitation, any right of copyright, trademark, patent, privacy, publicity,
or contractual right.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROMO ONLY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES,
ASSIGNS OR SUCCESSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE, OR
PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE POOL SERVICE, POOL CONTENT, OR THE POOL PLATFORM, INCLUDING ANY DAMAGES RESULTING THEREFROM, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE POOL PLATFORM IS TO STOP USING THE POOL PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES REFERRED TO ABOVE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES). ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE THAT PROMO ONLY'S
AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO ONE HUNDRED DOLLARS ($100).
INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD PROMO ONLY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS HARMLESS FROM ANY CLAIM
OR DEMAND (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES AND COSTS OF INVESTIGATION) MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF OR RELATED TO YOUR USE OF THE POOL PLATFORM, POOL SERVICE OR POOL CONTENT OR YOUR
VIOLATION OF THE TERMS OF THIS AGREEMENT OR YOUR VIOLATION OF ANY LAWS, REGULATIONS, OR THIRD PARTY RIGHTS.
DISCLAIMERS. ANY USE OF THE POOL PLATFORM IS AT YOUR OWN RISK. THE POOL PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THERE IS NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE POOL PLATFORM,
POOL SERVICE OR POOL CONTENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM PROMO ONLY SHALL CREATE ANY
WARRANTY ON BEHALF OF PROMO ONLY IN THIS REGARD.
PROMO ONLY EXPRESSLY DISCLAIMS ANY WARRANTY THAT:
- THE POOL PLATFORM, POOL SERVICE OR POOL CONTENT WILL MEET ALL OF YOUR REQUIREMENTS;
- THE OPERATION OF THE POOL PLATFORM, THE POOL SERVICE OR THE POOL CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR
- THE POOL PLATFORM, POOL SERVICE OR POOL CONTENT WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR CONSISTENT WITH YOUR EXPECTATIONS.
Further, Promo Only has no obligation to provide you or any users of your PDA with support, software upgrades, enhancements, or modifications to the POOL Platform or POOL Service. You are solely responsible for providing user
support and any other technical assistance to your users.
Release. You agree that any claim arising out of or related to the POOL Platform, POOL Service or POOL Content or otherwise arising out of the Terms of Service must be brought within one year after
the claim accrues. Otherwise such claim is permanently barred. In addition, if you have a dispute with one or more third parties (for example, POOL users or account holders) in connection with the POOL Platform, POOL Service
or POOL Content, you release Promo Only and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities,
causes of action, judgments and claims arising out of or in any way connected with such disputes. To the extent that California Civil Code 1542 is applicable to you, you waive California Civil Code 1542 with respect to the
foregoing claims described in this paragraph: "A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, which if known by him/her
must have materially affected his settlement with debtor."
Entire Agreement. These Terms of Service constitute the entire agreement between you and Promo Only with respect to your use of the POOL Platform and supersede any prior agreements, whether oral or
written, concerning the subject matter of these Terms of Service, except and then only to the extent that you have entered into a Separate Agreement. A "Separate Agreement" is a written agreement between and signed by
Promo Only and you governing your use of the POOL Platform.
Changes to the Agreement. We may revise these Terms of Service from time to time and the most current version will always be posted on our website, so please check it regularly. By continuing to access
or use the POOL Platform after revisions become effective, you agree to be bound by the revised Terms of Service. If you do not agree to the new terms, you must terminate this Agreement, stop using the POOL Platform, delete all
POOL Content and cease all operation, promotion, distribution and support of all your products and services that rely on the POOL Platform.
Non-exclusive Agreement and Competition. These Terms of Service are a non-exclusive agreement. Please understand that Promo Only and/or other third parties (including other developers) may be developing
and may develop products and services that may be similar to or competitive with your PDA, website or other products or services provided by you. Nothing in these Terms of Service shall in any way restrict or preclude Promo Only
and/or such third parties from creating and fully exploiting such products, services or other business activities without any obligation to you.
Feedback. If you provide Promo Only with any feedback (including suggestions, comments, improvements, ideas, etc.), you assign all right, title and interest in and to such feedback to Promo Only and
acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation.
Export. You shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations and
country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the POOL Platform.
Assignment. You may not assign any of your rights or delegate any of your duties under this Agreement, in whole or in part, to any person or entity. Promo Only may assign, delegate or novate this
Agreement or any part thereof to any third party without restrictions.
Third Parties. Each corporate affiliate of Promo Only shall be a third party beneficiary to these Terms of Service, and such corporate affiliates shall be entitled to directly enforce, and rely upon,
any provision of these Terms of Service which confers a benefit on them (including the right to enforce your end user license agreement). Nothing in this Agreement shall create any third party beneficiaries, or confer any rights
in any third parties.
Intellectual Property. Promo Only respects intellectual property rights, and expects you to do the same. The POOL Platform, POOL Service, POOL Content and any Promo Only Marks (our "Intellectual Property")
are the property of Promo Only or Promo Only's licensors and protected by intellectual property rights. You do not have the right to use the Intellectual Property in any manner not covered by this Agreement.
- Nothing in this Agreement shall be construed to convey, and by virtue of this Agreement you shall not acquire, any ownership interest in the Intellectual Property.
- You shall not contest, or assist others in contesting, the validity, enforceability, ownership, or title of any Intellectual Property. You agree not to attempt to use or register any trademark or domain name that includes
the word "Promo Only," any other Promo Only trademark, or any name that is confusingly similar to any of them.
- You may not remove or alter any copyright, trademark, or other intellectual property notice contained in or provided through Promo Only's Intellectual Property.
Confidentiality. In your interactions with Promo Only, you may be given access to certain non-public information, software, specifications, or code ("Confidential Information"), which is confidential and
proprietary to Promo Only. You may use this Confidential Information only as necessary in exercising such rights as are granted to you in these Terms of Service. You may not disclose any of this Confidential Information to any third
party without Promo Only's prior written consent. You further agree that you will protect this Confidential Information from any unauthorized use, access, or disclosure with no less than a reasonable degree of care than your own
Publicity. You may not suggest a partnership with, sponsorship by, or endorsement by Promo Only without Promo Only's prior written approval. You permit Promo Only to make public statements about your use
of the POOL Platform at any time.
Terms. This Agreement begins on either (i) the date you demonstrate your acceptance of the Terms of Service or (ii) when you first use the POOL
Platform, and shall continue until terminated (the "Term") as permitted under these Terms of Service.
- Compliance with the provisions of these Terms of Service is very important. Any licenses contained in these Terms of Service will terminate automatically and without notice if you fail to comply with them.
- We reserve the right to modify, suspend or discontinue the POOL Platform and/or the POOL Service, or to terminate your ability to use the POOL Platform, at any time prior to or after your development of a PDA,
website, product or service, without notice, for any reason or for no reason, without any liability to you or your users.
- Promo Only may terminate these Terms of Service by notice to you of termination or by terminating your ability to use the POOL Platform. You may terminate these Terms of Service by ceasing all use of the POOL Platform
and notifying Promo Only.
- Upon any termination or notice of any discontinuance, you must immediately cease and desist from using the POOL Platform.
Severability. Should for any reason, or to any extent, any provision of these Terms of Service be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid
or unenforceable the remaining provisions of these Terms of Service and the application of that provision shall be enforced to the extent permitted by law.
Governing Law and Venue. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction:
- This Agreement is subject to the law of the State of Florida, United States, without regard to choice or conflicts of law principles, except to the extent Florida law is preempted by United States Federal Law, including
the Federal Arbitration Act.
- You and Promo Only agree to the exclusive jurisdiction of the state and federal courts in Florida, to resolve any dispute, claim, or controversy that arises in connection with this Agreement.
No Waiver. The failure or delay by Promo Only to exercise or enforce any right or provision of these Terms of Service or rights under applicable law shall not constitute a waiver of any such provisions
CLASS ACTION WAIVER. YOU AND PROMO ONLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE ACTION. Unless both you and Promo Only agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.
. If you are located in, are based in, have offices in, or do business in a jurisdiction in which this is enforceable, the following mandatory arbitration provisions apply to you:
- Dispute Resolution and Arbitration. You and Promo Only agree that any dispute, claim, or controversy between you and Promo Only arising in connection with or relating in any way to these
Terms of Service or to your relationship with Promo Only as a user of the POOL Platform (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during
or after the termination of these Terms of Service) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT
REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except
that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms of Service.
- Exceptions. Notwithstanding clause above, you and Promo Only both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to
(i) bring an individual action in a U.S. small claims court; (ii) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions
are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.
- Arbitration Rules. Either you or we may start arbitration proceedings.If you are located in, are based in, have offices in, or do business in the United States, any arbitration between you and
Promo Only will be finally settled under the Commercial Dispute Resolution Procedures of the American Arbitration Association ("AAA") then in force (the "AAA Rules"), as modified by these Terms of Service. You and
Promo Only agree that these Agreements affect interstate commerce, so the U.S. Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of this provision (despite the choice
of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at www.adr.org, or you may call the AAA at 1-800-778-7879.
Any arbitration hearings will take place at a location to be agreed upon in Orlando, FL, provided that if the claim is for $5,000 or less, you may choose whether the arbitration will be conducted (i)
solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by
the AAA Rules in the county of your billing address. The AAA fees will be set by the AAA according to its fee schedules. You and Promo Only will share the AAA fees equally, unless otherwise reallocated by the arbitrator.
If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil
Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Promo Only for all monies previously disbursed by it that are otherwise your obligation to pay under the
AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award,
if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the
arbitrator's ruling on the merits.If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Promo Only will be finally settled under the
Rules of Arbitration of the International Chamber of Commerce (the "ICC") then in force (the "ICC Rules") by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Terms of Service, and will
be administered by the International Court of Arbitration of the ICC. Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any
other jurisdiction, the law to be applied in any arbitration shall be the law of the State of Florida, United States, without regard to choice or conflicts of law principles.
- Time for Filing. Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should
know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for
asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do
not have a physical address on file for you, by electronic mail ("Notice"). Promo Only's address for Notice is: 257 S. Lake Destiny Dr., Orlando, FL, USA. The Notice must (i) describe the nature and
basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do
so within 30 days after the Notice is received, you or Promo Only may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Promo Only shall not be disclosed to the
arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Promo Only shall pay you (i) the amount
awarded by the arbitrator, if any, (ii) the last written settlement amount offered by Promo Only in settlement of the dispute prior to the arbitrator's award; or (iii)
$500.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than
for purposes of the arbitration or the enforcement of arbitrator's decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
Except as required to enforce the arbitrator’s decision and award, neither you nor Promo Only shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not
limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
- Modifications. In the event that Promo Only makes any future change to this arbitration provision (other than a change to Promo Only's address for Notice), you may reject any such change by sending
us written notice within 30 days of the change to Promo Only's address for Notice, in which case your license under this Agreement shall be immediately terminated and this arbitration provision, as in effect immediately prior
to the amendments you reject, shall survive.
- Enforceability. If the class action waiver is found to be unenforceable in arbitration or if the entirety of this Section is found to be unenforceable, then the entirety of this Section shall be
null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described shall govern any action arising out of or related to these Terms of Service.
Promo Only, Inc.
257 S. Lake Destiny Dr.
Orlando, FL 32810