API Terms of Service

Contents

  1. Introduction
  2. Background
  3. Compliance of Terms
  4. Definitions
  5. Permissions
  6. Restrictions
  7. Users & Data
  8. Access to POOL Platform
  9. Representations, Warranties, Limitation of Liability, Indemnification, Disclaimers, Release
  10. Other Legal Terms
  11. Disputes

I: Introduction

We strive to bring the latest music and music video to industry professionals. Please read these terms carefully before using our API platform.


II: Background

When reviewing our Terms of Service, please keep in mind:


III: Compliance of Terms

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”).

Other Terms. You should also read our Subscriber Terms and Conditions of Use, our Privacy Policy, and the documentation made available to you on the POOL API Usage website ("Documentation"). If there 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 this Agreement.


IV: Definitions

All defined terms not set out in this section will be clearly defined in these API Terms of Service.


V: Permissions

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:

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.


VI: Restrictions

General Restrictions. You agree that you will follow the restrictions set out below and will not encourage or facilitate others to violate these restrictions.

Commercial Use Restrictions.

POOL Content Restrictions. In addition to the foregoing, you must comply with the following restrictions related to POOL Content.


VII: Users & Data


VIII: Access to POOL Platform

Security Codes.

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.


IX: Representations, Warranties, Limitation of Liability, Indemnification, Disclaimers, Release

Representations and Warranties. In addition to any other representations, warranties and covenants made by you, you represent, warrant and covenant to Promo Only that:
  1. You have the legal capacity to enter into these Terms of Service;
  2. Any and all information you provide to Promo Only is and shall be true, accurate, complete and up to date;
  3. You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to provide your PDA and perform your obligations hereunder;
  4. 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;
  5. 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
  6. 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:

  1. THE POOL PLATFORM, POOL SERVICE OR POOL CONTENT WILL MEET ALL OF YOUR REQUIREMENTS;
  2. THE OPERATION OF THE POOL PLATFORM, THE POOL SERVICE OR THE POOL CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR
  3. 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."


X: Other Legal Terms

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.

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 confidential information.

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.

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:

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 or rights.


XI: Disputes

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.

Arbitration. 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:

Promo Only, Inc.
257 S. Lake Destiny Dr.
Orlando, FL 32810