PLEASE NOTE THAT THESE TERMS AND CONDITIONS APPLY TO NON-COMMERCIAL USE OF OUR SERVICES ONLY. IF YOU INTEND TO USE OUR SERVICES FOR COMMERCIAL/BUSINESS USE, PLEASE SEND AN EMAIL TO SALES @ MUSIXMATCH.COM . IF YOU ARE UNSURE ABOUT WHICH TERMS WILL APPLY TO YOU OR HAVE ANY QUESTIONS ABOUT THE LICENCE TERMS, PLEASE CONTACT sales @ musixmatch.com.
This page tells you the terms and conditions on which we will supply the MusiXmatch Data (as defined below) via our website www.MusiXmatch.com to you. Please read these terms and conditions carefully. If you accept them, please click on the button marked “I accept the terms and conditions – non-commercialâ€Â. If you refuse to accept these terms and conditions, you will not be able to complete the registration process in order to access and use the MusiXmatch Data. You should print a copy of these terms and conditions for future reference.
1. INTERPRETATION
1.1 Definitions
In these Terms and Conditions unless otherwise stated:-
“API†means the application programming interface that supports requests for web services made of it by computer programs;
“Contract†means the contract between You and Us in relation to the use of MusiXmatch Data;
“Developer Work†has the meaning given to it in clause 6.1.2;
“MusiXmatch Data†means any data, images, text, content or other information or materials made available to You by MusiXmatch through the API;
“MusiXmatch Privacy Policy†means the MusiXmatch privacy policy as amended from time to time, the current version of which is at http://musixmatch.com/privacy-policy/
“Registration Confirmation†has the meaning given to it in clause 4.1;
“Site†means our website www.MusiXmatch.com as updated from time to time;
“User†means a person who registers to receive the MusiXmatch Data through the Site;
“User Authentication Key†means a key which We will provide to You from time to time in order to access and use the API;
“Weâ€Â, “Us†or “MusiXmatch†means MusixMatch SRL, an Italian company the details of which are set out in clause 2 below;
“Working Day” means a day other than a Saturday or Sunday on which the Clearing Banks in the United Kingdom are open to the public for the transaction of business;
“You†means the User;1.2 In these Terms and Conditions, “Clauses” are references to clauses in these Terms and Conditions; “Persons” include a reference to any body corporate, unincorporated association or partnership; the singular shall include the plural and vice versa; and references to a statute, statutory instrument, regulation, order or licence is a reference to that statute, statutory instrument, regulation, order or licence as substituted, varied or re-enacted from time to time, unless the context otherwise requires.
1.3 Include
The words “include” and “including” are to be construed without limitation.
1.4 Headings
The headings in these Terms and Conditions are for convenience only and shall not affect the interpretation of these Terms and Conditions.
2. INFORMATION ABOUT US
2.1 The Site is operated by MusiXmatch SRL. We are registered in Italy with VAT number 03004641209 and with our registered office at Viale della Repubblica 11, Bologna, Italy. Our main trading address is at Viale della Repubblica 11, Bologna, Italy.
3. YOUR STATUS
3.1 By registering to use the MusiXmatch Data through our Site, you warrant that:
3.1.1 You are legally capable of entering into binding contracts; and
3.1.2 You are at least 18 years old.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 After registering to use the MusiXmatch Data through our Site, you will receive an e-mail from us acknowledging that we have received your application for registration. Please note that this does not mean that your registration has been accepted. Your application constitutes an offer to us to register to use the MusiXmatch Data. All applications for registration are subject to acceptance by us, and We will confirm such acceptance to You by sending you an e-mail that confirms that your registration has been accepted (the “Registration Confirmationâ€Â). The Contract will only be formed when we send you the Registration Confirmation. You must have received a Registration Confirmation in order to have access to, retrieve and use the MusiXmatch Data and API.
4.2 The Contract will relate only to the services for which you have registered as set out in the Registration Confirmation. We will not be obliged to supply any other services to you.
5. CANCELLATION RIGHTS
5.1 You may cancel a Contract at any time. In the event of cancellation, we will email you to confirm that the Contract has been terminated and suspend your access to the MusiXmatch Data.
5.2 If you wish to cancel a Contract, you should login at http://developer.musixmatch.com with your username and password then select the Account section and the option ‘Cancel Account’.
6. GRANT OF RIGHTS
6.1 In consideration of the fulfillment of your obligations under these terms and conditions, by sending the Registration Confirmation MusiXmatch grants You a non-exclusive, terminable, non-sublicensable licence to:
6.1.1 copy the MusiXmatch Data;
6.1.2 incorporate the MusiXmatch Data in its entirety in unmodified form along with a number of other separate and independent works (a “Developer Workâ€Â); and
6.1.3 publish, distribute or otherwise communicate the MusiXmatch Data or the MusiXmatch Data as incorporated into any Developer Work to the public in any media now known excluding printed editions, in each case for non-commercial purposes worldwide and strictly in accordance with these Terms and Conditions.
7. USER OBLIGATIONS
7.1 You shall:
7.1.1 credit MusiXmatch and include links to the Site each time you use the MusiXmatch Data by linking to one of buttons labelled “powered by MusiXmatch†from the page located at http://www.musiXmatch.com/resources;
7.1.2 comply with the MusiXmatch Brand Guidelines that can be downloaded from http://www.musiXmatch.com/resources;
7.1.3 access, retrieve, store and use any MusiXmatch Data in accordance with the laws relating to the storage and processing of data in the country in which You live or in which the Developer Work may be accessed or made available;
7.1.4 use the MusiXmatch Data in accordance with all applicable laws and regulations, including intellectual property and data protection laws;
7.1.5 obtain all necessary licences and permissions for your use of the MusiXmatch Data;
7.1.6 only access the API with the most recent User Authentication Key provided to You by MusiXmatch;
7.1.7 obtain our prior written approval before giving public access to web pages which contain MusiXmatch Data;
7.1.8 implement and comply with standards and privacy and confidentiality for the use and sharing of any MusiXmatch Data that are at least as stringent as the standards set out in the MusiXmatch Privacy Policy;
7.1.9 be responsible for the security of your computer systems and networks at all times including the transmission of any data across such systems and networks;
7.1.10 keep confidential all passwords received from MusiXmatch including the API Authentication Key and notify MusiXmatch immediately upon becoming aware that a password has become known to a third party;
7.1.11 only make use of the MusiXmatch Data for a legitimate and lawful purpose;
7.1.12 complete your own tests for computer viruses in accordance with best computing practice prior to each and every use of the API; and
7.1.13 allow MusiXmatch to track your access to the API and MusiXmatch Data contained to check for any infringements of the User’s obligations under these Terms and Conditions.
7.2 You shall NOT:
7.2.1 use the MusiXmatch Data for commercial purposes or seek to monetise the MusiXmatch Data in any way;
7.2.2 use any illegal music streaming and/or download in combination with MusiXmatch Data;
7.2.3 transmit, export, transfer, divert or send any MusiXmatch Data to any country without obtaining any consents or authorisations required by local laws or regulations;
7.2.4 attempt to copy, collect or scrape data from the Site in any way other than through accessing the API with the User Authentication Key;
7.2.5 impose or apply any digital rights technology to the MusiXmatch Data or the MusiXmatch Data as incorporated in any Developer Work that will contravene these Terms and Conditions or our ability to exercise or rights under them;
7.2.6 sub-licence the MusiXmatch Data to any third party;
7.2.7 use the MusiXmatch Data in a way that is prejudicial (in MusiXmatch’s opinion) to MusiXmatch’s reputation including for pornographic, violent, illegal or offensive Developer Works;
7.2.8 violate or infringe the contractual, statutory or common law rights of any person or legal entity through your use of the MusiXmatch Data;
7.2.9 use the MusiXmatch Data for any purpose that is fraudulent, illegal or otherwise than is permitted by these Terms and Conditions;
7.2.11 use the MusiXmatch Data on any website that encourages, promotes, facilitates or condones the illegal or unauthorised use or sharing of audio and/or audiovisual content;
7.2.12 misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful or attempting to gain unauthorised access to the Site, the API, the MusiXmatch Data, the server on which the Site is stored or any server, computer or database connected to our Site.
7.3 Without prejudice to any other rights of MusiXmatch arising from these Terms and Conditions or otherwise, You will indemnify MusiXmatch against all claims, losses, liabilities, expenses, fines and penalties of whatsoever nature made, incurred or imposed as a result of a breach by You of the terms of this Clause 7.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Notwithstanding the licence granted to You under clause 6, MusiXmatch is the owner or the licensee of all intellectual property rights in the Site and in the material published on it.
8.2 You may use the MusiXmatch trade marks, logos or graphics only to inform third parties that the MusiXmatch Data originates from MusiXmatch in accordance with these Terms and Conditions.
8.3 You may not claim any intellectual property rights in the MusiXmatch intellectual property, including but not limited to its trade marks, logo, graphics or any material published on the Site.
9. TERM
9.1 The Contract shall remain in force unless terminated in accordance with clause 12.
10. OUR LIABILITY
10.1 The material displayed on the Site and the MusiXmatch Data is provided without any guarantees, conditions or warranties as to its accuracy.
10.2 To the extent permitted by law, We hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
10.3 Our liability for losses you suffer as a result of us breaching the Contract is strictly limited to any losses which are a foreseeable consequence of us breaching the Contract. Losses are foreseeable where they could be contemplated by You and MusiXmatch at the time the Contract is made.
10.4 This does not exclude or limit in any way our liability:
10.4.1 for death or personal injury caused by our negligence;
10.4.2 under section 2(3) of the Consumer Protection Act 1987;
10.4.3 for fraud or fraudulent misrepresentation; or
10.4.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
10.5 We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us, including but not limited to:
10.5.1 loss of income or revenue;
10.5.2 loss of business;
10.5.3 loss of profits or contracts;
10.5.4 loss of anticipated savings; or
10.5.5 loss of data.
11. SUSPENSION OF SERVICE
11.1 MusiXmatch may at any time and in its sole discretion:
11.1.1 prevent certain MusiXmatch Data from being available via the API; or
11.1.2 restrict, block, disable or suspend access to the MusiXmatch Data or any portion or feature of it; or
11.1.3 require that You remove any part of any MusiXmatch Data from Your content.
11.2 MusiXmatch will not be liable to You if for any reason the Site is unavailable at any time or for any period.
12. TERMINATION
12.1 By MusiXmatch
12.1.1 Without limiting its other rights or remedies, MusiXmatch may terminate the Contract with immediate effect by giving written notice to You if:
(a) You are the subject of a bankruptcy petition or order, or any equivalent proceeding in any jurisdiction; or
(b) You are in breach of any of your obligations under Clause 7 and fail to remedy such breach (where capable of remedy) within ten (10) Working Days of being notified by MusiXmatch to do so.
12.1.2 MusiXmatch may terminate the Contract at its sole discretion by giving You not less than fourteen (14) Working Days’ written notice.
12.2 By the User
12.2.1 You may terminate the Contract with immediate effect at any time in accordance with clause 5.
13. EFFECT OF TERMINATION
13.1 Termination or expiry of the Contract for whatever reason shall not prejudice or affect any right of action or remedy which shall have occurred or shall accrue thereafter to either of the parties.
13.2 On termination of the Contract for whatever reason:
13.2.1 You shall delete all MusiXmatch Data obtained from the API;
13.2.2 the licence to use the MusiXmatch Data shall be revoked with immediate effect; and
13.2.3 MusiXmatch shall prevent you from accessing the API with immediate effect.
13.3 You acknowledge that damages may not be an adequate remedy in the event that you do not comply with your obligations under this clause 13.
14. WRITTEN COMMUNICATIONS
14.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using the Site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that the Contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
15. NOTICES
15.1 All notices given by You to us must be given to MusiXmatch SRL at INFO @ MUSIXMATCH.COM
15.2 We may give notice to you at either the e-mail or postal address you provide to us when registering to access the MusiXmatch Data, or in any of the ways specified in clause 14 above.
15.3 Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
16. TRANSFER OF RIGHTS AND OBLIGATIONS
16.1 The Contract between You and us is binding on you and us and on our respective successors and assigns.
16.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it.
16.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time.
17. WAIVER
17.1 If we fail at any time to insist upon strict performance of any of your obligations under these Terms and Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
17.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
17.3 No waiver by us of any of these Terms and Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 15 above.
18. SEVERABILITY
18.1 If any of these Terms and Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
19. ENTIRE AGREEMENT
19.1 These Terms and Conditions and any document expressly referred to in them constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of any Contract.
20. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
20.1 We have the right to revise and amend these terms and conditions from time to time for reasons including changes in market conditions affecting our business, changes in technology, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
21.1 You will be subject to the policies and terms and conditions in force at the time that you register to use the MusiXmatch Data, unless we notify you of the change to those policies or these terms and conditions by email in which case we have the right to assume that you have accepted the change to the policies and/or terms and conditions unless you notify us to the contrary within seven working days.
21. RIGHTS OF THIRD PARTIES
21.1. Neither the Contract nor these Terms and Conditions confer any rights on any person or party (other than MusiXmatch and You) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. NO PARTNERSHIP
22.1 Nothing in the Contract or these Terms and Conditions is intended to be construed as establishing or implying any partnership of any kind between MusiXmatch and You.
23. LAW AND JURISDICTION
23.1 The Contract and any dispute or claim arising out of or in connection with it or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law.
23.2 Any dispute or claim arising out of or in connection with the Contract or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
Last Update : 29 December 2010