API TERMS OF USE

Please read these terms of use (these "Terms of Use") carefully before accessing or using the API. By accessing and using the API, you explicitly agree to comply with and be bound by these Terms of Use. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS OF USE, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

Musically Intelligent Machines, LLC (MIM) may, in its sole discretion, modify these Terms of Use at any time. By accessing or using the API at any time after such modifications, you are agreeing to such modifications. These Terms of Use were last modified as of November 2nd, 2009. Please review these terms and conditions periodically and check the version date for changes.

1. Services. The API is a service offered by MIM, which allows users to upload music files and retrieve certain tags describing the music contained in such files ("Tags") developed and made available by MIM. MIM reserves the right to modify or discontinue the service or any portion or attribute thereof at any time, for any reason or no reason, with or without notice.

2. Copyright And License. Subject to the terms and conditions of these Terms of Use, you are granted a limited, non-sublicensable right to access and use the API and the Tags solely in accordance with the terms hereof. MIM reserves the right, without notice and in its sole discretion, to terminate your license, and to block or prevent future access to and use of the API and the Tags.

3. Conditions of Use. You may not sell, lease, share, transfer, or sublicense the API or the Tags, or access or access codes thereto, whether for direct commercial or monetary gain or otherwise, without MIM’s prior written consent. In addition, your license to use the API and the Tags is subject to the following restrictions: (a) you may not use the API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-packaged food items or weapons and accessories; and (b) you may not use the API or the Tags in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights or privacy rights; and (c) you may not otherwise reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the API or the Tags.

4. API Keys. All calls to the API must reference the API Key issued to you as an approved licensee. You agree to keep the API Key confidential, and not to share it with any third party. This license is personal to you, and any affiliates must seek and obtain their own license and API Key. You are limited to fifty (50) calls to the API per day. To the extent that you wish to use the API in a manner that will require you to make a number of calls to the API per day that exceeds this maximum, you should contact us to discuss establishing a commercial license.

5. Intellectual Property Rights. The API and the Tags are protected by copyrights and other intellectual property rights, and MIM retains ownership of all such rights. These Terms of Use grant you no right, title or interest in any intellectual property owned or licensed by MIM other than the limited license to use the API and the Tags, all in accordance with the terms hereof.

6. Indemnity. You agree to hold harmless and indemnify MIM, and its subsidiaries, affiliates, officers, agents, employees, and suppliers (the "MIM Parties"), from and against any third party claim arising from or in any way related to (a) your or your users' use of the API or Tags or (b) any violation by you of these Terms of Use, including, in each case, any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

7. NO WARRANTIES. THE API AND THE TAGS AND ANY OTHER MATERIALS PROVIDED PURSUANT TO THESE TERMS OF USE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF ANY OF THESE MATERIALS IS AT YOUR SOLE RISK. MIM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO ALL SUCH MATERIALS. MIM DO NOT REPRESENT OR WARRANT THAT SUCH MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

8. LIABILITY LIMITATION. IN NO EVENT SHALL ANY MIM PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE API, THE TAGS OR ANY OTHER MATERIALS PROVIDED PURSUANT TO THESE TERMS OF USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Choice Of Law, Jurisdiction. These Terms of Use shall be governed by the internal laws of the State of New York, without regard to conflicts of law principles, and the parties agree to submit to the exclusive jurisdiction of the federal and State courts located in New York, New York for purposes of adjudicating any dispute arising hereunder.

10. General. You and MIM are independent contractors, and nothing in these Terms of Use shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. You agree not to export any part of the API, the Tags, or any other materials provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. If provided to the U.S. government, the API and the Tags are provided with the commercial license rights described herein. If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. MIM may assign these Terms of Use, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate the Terms of Use and your API Key to any third party. MIM’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms of Use constitute the entire agreement between you and MIM with respect to the API and the Tags and supersede all prior or contemporaneous communications of any kind between you and MIM with respect thereto. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the API, the Tags or the other materials provided hereby must be filed within one (1) year after such claim or cause of action arose or be forever barred.