Last Updated: July 10, 2024
Thank you for using the Soundstripe API and related services. By accessing or using our API, you consent and agree to the terms below. All terms, including any additional terms, terms within the accompanying API documentation (including https://docs.soundstripe.com/reference/introduction), and any applicable policies, guidelines are collectively hereinafter referred to as the "API Terms." You agree to comply with the API Terms and that the Terms control your relationship with Soundstripe. Therefore, please read all the API Terms carefully.
Section 1: User Account and Registration
You may not use the API and may not accept the API Terms if you are (a) not of legal age to form a binding contract with Soundstripe, or (b) a person, individual, or entity barred from using or receiving the API under the applicable laws of the United States or other countries, including the country in which you are a resident or from which you use the API. If you are using the API on behalf of an entity, you represent and warrant that you have authority to bind that entity to the API Terms. By accepting the API Terms, you acknowledge that you are doing so on behalf of that entity (and all references to "you" or “your” in the API Terms refer to that entity).
You may be required to provide certain information (such as personal identification or contact details) as part of the registration process for the API. This may include an ongoing collection of data as part of your continued use of the API. You will ensure that any registration information you give to Soundstripe will always be accurate and up to date and you will inform us promptly of any updates or changes to such information.
Section 2: Using Soundstripe’s API
Soundstripe’s API provides access to the Soundstripe Library, as defined in the Soundstripe Terms of Use. Any use of the Soundstripe Library, through Soundstripe’s API or otherwise, shall be in accordance with the license(s) granted to you and restrictions contained in the Terms of Use with respect to the Soundstripe Library. You will not permit anyone to access or use the Soundstripe Library, through the API or otherwise, without agreeing to Soundstripe’s Terms of Use.
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 API to encourage or promote illegal activity or violation of third-party rights. You will also not violate any other applicable terms of service with Soundstripe (or its affiliates).
You shall notify Soundstripe as to where you will establish an application implementing the API as instructed in the documentation. You will only access (or attempt to access) the API by the further means described in the documentation of the API. If Soundstripe assigns you developer credentials (e.g., client IDs), you must use them with the API. You shall not misrepresent or mask either your identity or your API Client's identity when using the API. The application, if implemented as instructed, provides your end users through your registered website page or application, with access to the Soundstripe Library, with metadata accompanying each media file corresponding to each item of content in the library, and to Soundstripe’s search algorithm.
You must serve Soundstripe Library content, including but not limited to, audio files, stem files, artist images, waveform images and other multimedia files, directly to your users from Soundstripe's Content Delivery Network (CDN). You may temporarily store Soundstripe’s media, including but not limited to, audio files, stem files, artist images, waveform images, and other multimedia files, on your servers or networks solely for the purpose of processing. However, such storage must be strictly temporary and must be removed as soon as the processing is complete. Permanent downloading, caching, or long-term storage of Soundstripe content is strictly prohibited unless expressly permitted in writing by Soundstripe.
Soundstripe may update the API from time to time. You are obligated to update the application accordingly promptly. Soundstripe may provide you with assistance when reasonably requested to implement the updates and troubleshoot the integration or implementation, at no added cost, but may charge fees if further assistance is requested.
The limitations below apply to your use of the API and Soundstripe may set and enforce further limits on your use of the API (e.g., limiting the number of API requests that you may make or the number of users you may serve, subject to the terms of your specific plan), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations. You are not licensed to use our API as set forth herein unless you comply with the following, in addition to limitations in our other documentation:
(1) You comply with the end user requirements for each Person as set forth herein and in our API documentation for your end users, including employees and third-party end users;
(2) You will ensure that content that is displayed or provided through the application is accompanied by our content information, where reasonably practicable;
(3) You will not modify any content information from our library, or intellectual property right notices pertaining thereto, and you will not facilitate anyone else doing so except in compliance with our Terms of Use;
(4) You will ensure that for any of your website pages or applications that renders any content information or other information related to an item of content from our library, is displayed verbatim as on any section of Soundstripe’s website, in any language, with a “no index, no follow” tag, such that these pages are not indexed by Google or other search engines. Subject to the foregoing, you may pursue SEO-based strategies to rank pages that may contain or reference content or content information from Soundstripe, if you ensure that the display of such content or content information does not put Soundstripe at risk of duplicate content penalties by publicly available search engines;
(5) You will report to Soundstripe in writing promptly after becoming aware of any unauthorized use of any content by any end user or person through your website(s) or other platforms; and
(6) You will maintain reasonably accurate books and records regarding each of your end users.
Some of the software required by or included in our API may be offered under an open-source license. Open-source software licenses constitute separate written agreements. To the limited extent the open-source software license expressly supersedes the API Terms, the open source license instead sets forth your agreement with Soundstripe for the applicable open source software, and you are responsible for reviewing and complying with the open source software agreements for your and on our behalf.
You will require your end users to comply with (and not knowingly enable them to violate) any applicable laws, regulations, and the API Terms, as well as our Terms of Use and Privacy Policy. As part of the foregoing, you will require your end users to limit their usage of the application in which you implement Soundstripe API as follows: index, edit, search, Download, synchronize, monetize, track, stream, or otherwise record, store, distribute, track, or use media files that digitize content to be stored, streamed, or otherwise delivered or rendered on an end user device as part of a combination of media files in a “Project,” which is the combination of content provided through the Soundstripe Library to your end users with the end users’ own works of authorship. You may license end users to distribute Projects via any medium now known or hereafter created, if done in compliance and accordance with our Terms of Use and Privacy Policy.
A natural person or a company (each of which is a “Person”) who uses your application with our API is only an end user if they have authorized or permitted access and use of your application and content from the Soundstripe Library, because they are directly licensed by you through the application, and not through another party, whether your affiliate, representative, or third party in any manner, with credentials the Person is not allowed to share with others, and because you have implemented authentication, technology, or other measures that are reasonably available to monitor whether the Person complies with such obligations, restrictions, and limitations, and you continue to monitor the Person’s usage of the application and content to confirm the same. You are solely responsible and liable to Soundstripe for every Person’s access to and use of your application and use of the content from Soundstripe’s library accessed through the same.
You will take reasonable measures to ensure that every instance of an item of content from Soundstripe’s library being Downloaded or otherwise distributed or provided to each Person is accomplished only through your application and will be counted as a manual or automatic Download of such item of content against your own subscription plan with Soundstripe (and so subject to any Download maximums or plan limitations) through the API. Further, you will keep a copy of the Person’s end user agreement for the entire time that the Person’s account is active until three (3) years after the account has been cancelled, revoked, terminated, or expired, as well accurate books and records regarding their account and access to and use of the application and content, and payments made to you on or for your account, and allow a representative designated by Soundstripe to conduct an audit of your books and records at least once every twelve (12) months, for a period that does not expire until three (3) years after termination of your rights to use our API.
Your API subscription plan may include certain limits on “CDN Requests” and “API Calls.” “CDN Request(s)” means a request that is sent to any of Soundstripe’s Content Delivery Networks (CDN). An API request is an HTTP request that is sent to any one of Soundstripe’s API Endpoints.
Section 3: Your API Client
Soundstripe’s API is designed to work with your website, application, or other applicable platform (individually and collectively "API Client"). YOU AGREE THAT SOUNDSTRIPE MAY MONITOR API USE TO ENSURE QUALITY, IMPROVE SOUNDSTRIPE AND ITS AFFILIATE PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. You shall not interfere with this monitoring.
You will use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorized access or use. You will promptly report to your users regarding any unauthorized access or use of such information to the extent required by applicable law. You will comply with (1) all applicable privacy laws and regulations including those applying to personal data and (2) the Privacy Policy, which governs your use of the API when you request access to user information. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to end users of your API Client what end user information you collect and how you use and share such information (including for advertising) with Soundstripe and third parties.
By using our API, you do not acquire ownership of any rights in our API or the content that is accessed through our API. Soundstripe retains all ownership and rights of its API and content accessed through its API.
Section 4: Prohibitions and Confidentiality
When using the API, you shall not (or allow those acting on your behalf or under your direction or your end users to):
Soundstripe makes no representations that the API satisfy the Health Insurance Portability and Accountability Act (“HIPAA”) requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you shall not use the API for any purpose or in any manner involving transmission of protected health information without express written consent of Soundstripe or its affiliates.
Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential. You shall not embed or use developer credentials in any open source projects.
Our communications to you and our API may contain confidential information. Soundstripe confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. Confidential information may also include the sharing of intellectual property, data, or other proprietary information. If you receive any such information, then you shall not disclose it to any third party without Soundstripe’s prior written consent. Soundstripe confidential information does not include information that you independently developed, that was rightfully given to you by a third party without a confidentiality obligation, or that becomes public through no fault of your own. You shall provide reasonable and prior written notice to Soundstripe of any potential investigation, lawsuit, or legal matter that may require you to disclose any of Soundstripe’s confidential information when compelled to do so by law (unless otherwise specified by court order that no notice is to be provided).
Section 5: Submitted Content
The API may allow the submission of content. Soundstripe does not acquire any ownership of any intellectual property rights in the content that you submit to our API through your API Client, except as expressly provided in the API Terms. For the sole purpose of enabling Soundstripe to provide, secure, and improve the API (and related service(s)) and only in accordance with our Privacy Policy, you give Soundstripe a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the API through your API Client. "Use" means to use, host, store, modify, communicate, share, and publish. Before you submit content to our API through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license. Failure to ensure that you have the necessary rights to grant us the license may result in immediate termination of services.
When a user's non-public content is obtained through the API, you may not expose that content to other users or to third parties without explicit opt-in consent from the user who submitted the non-public content.
Unless expressly permitted by the content owner or by applicable law, you shall not, and shall not permit your end users or others acting on your behalf, to do the following with content returned from the API:
Section 6: Branding
"Branding" is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive branding of each party. Except where expressly stated, the API Terms do not grant either party any right, title, or interest in or to the other party's Branding. All use by you of Soundstripe's Branding (including any goodwill associated therewith) will inure to the benefit of Soundstripe.
You agree to display any attribution(s) that may be required by Soundstripe as described in the documentation for the API. Soundstripe hereby grants you a nontransferable, nonsublicenseable, nonexclusive license while the API Terms are in effect to display Soundstripe's Branding for the purpose of promoting or advertising that you use the API. You must only use the Soundstripe Branding in accordance with the API Terms and for the purpose of fulfilling your obligations under this Section. Soundstripe may issue guidelines for use of Soundstripe Branding. You understand and agree that Soundstripe has the sole discretion to determine whether your attribution(s) and use of Soundstripe’s Branding are in accordance with the above requirements and guidelines.
You acknowledge and agree to not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by Soundstripe without Soundstripe's prior written approval.
In the course of promoting, marketing, or demonstrating the API, you are using and any associated Soundstripe or affiliate products, Soundstripe may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant Soundstripe all necessary rights for the above purposes.
Section 7: Termination
If you want to terminate being bound to the API Terms, subject to the terms of any invoice or similar order form, you must provide Soundstripe with prior written notice and upon termination, and immediately cease your use of the applicable API, as set forth below. Subject to the terms of any invoice or similar document, Soundstripe reserves the right to terminate the API Terms with you or discontinue the API or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
Upon any termination of the API Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of API features, and delete any cached or stored content that was permitted hereunder.
Section 8: Liability
EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER SOUNDSTRIPE NOR ITS CONTRACTORS, VENDORS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE API. FOR EXAMPLE, WE DON'T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE API, THE SPECIFIC FUNCTIONS OF THE API, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, WE PROVIDE THE API "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 EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
WHEN PERMITTED BY LAW, SOUNDSTRIPE, AND ITS CONTRACTORS, VENDORS, 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 SOUNDSTRIPE, AND ITS CONTRACTORS, VENDORS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE API (OR, IF WE CHOOSE, TO SUPPLYING YOU THE API AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. IN ALL CASES, SOUNDSTRIPE, AND ITS CONTRACTORS, VENDORS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Unless prohibited by applicable law, you will defend and indemnify Soundstripe, and 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: (a) your misuse or your end user's misuse of the API; (b) your misuse or your end user’s misuse or misappropriation of any confidential information; (c) your violation or your end user's violation of the API Terms.
Soundstripe represents, and warrants to you that (i) to the best of Soundstripe’s knowledge, there are no actions, suits, proceedings, agreements, or other impediments, actual or threatened, which would prevent or impair it from granting the rights granted hereunder; (ii) neither the Soundstripe Library nor the API shall infringe upon or violate the rights, copyrights or any other common law of statutory rights of any person or entity; (iv) the API shall not knowingly contain any malicious code which is defined as (a) any undisclosed program routine, device or other feature or hidden file, including, without limitation, a time bomb, virus, software lock, trojan horse, drop-dead device, worm, malicious logic or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm the Content or any hardware, software, data or other programs, or (b) any transmitting or activating computer program, any communication feature or tool which enables Soundstripe to collect information regarding your activities or data, or any hardware-limiting, software-limiting, or services-limiting function (including, but not limited to, any key, node lock, time-out or other similar functions), whether implemented by electronic or other means, or (c) any viruses or malware.
Soundstripe agrees to defend, indemnify and hold harmless you and your affiliates, officers, directors, and employees, from and against any and all claims, damages, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable outside attorney’s fees) arising from: (i) Soundstripe’s violation of these Terms; and (ii) the violation of any third-party rights, including, without limitation, copyright, in or to the Soundstripe Library, Services, and/or Content (as defined in the Terms of Use). The indemnity in this paragraph shall only apply up to One Million and 00/100 Dollars ($1,000,000.00) and shall only apply to a third-party claim that has been reduced to final, non-appealable adverse judgment by a court of competent jurisdiction or settled with the indemnifying party’s prior written consent, not to be unreasonably withheld or delayed. The party seeking indemnification hereunder shall notify the indemnifying party of any such claim, demand, or action promptly after such party has been formally advised thereof, and the indemnifying party shall not settle any such claim, demand, or action without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. The foregoing indemnity obligations do not apply with respect to portions or components of the Services, Soundstripe Library, or any Content (i) not created by or on behalf of Soundstripe, (ii) that are modified after delivery by Soundstripe, (iii) combined with other products, processes or materials (including a Project) where the alleged infringement relates to such combination, (iv) where the alleged infringing activity is continued after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where use of the Services, Soundstripe Library, or any Content is not strictly in accordance with these Terms and all related documentation. You will indemnify Soundstripe from all damages, costs, settlements, attorneys’ fees and expenses related to any claim of infringement or misappropriation excluded from Soundstripe’s indemnity obligation by the preceding sentence.
Section 9: Modification
Soundstripe may modify the API Terms or any portion to, for example, reflect changes to the law or changes to our API. Therefore, you should look at the API Terms regularly. Notice of modifications to the API Terms will be provided within the documentation of each applicable API and to Soundstripe’s website. Any changes will not apply retroactively and will become effective no sooner than (30) days after they are posted. Changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified API Terms, you should discontinue use of the API. Continued use of the API constitutes your acceptance of the modified API Terms.
Section 10: General Legal Terms
The API Terms do not create any third-party beneficiary rights or any agency, partnership, or joint venture. Nothing in the API 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 do not comply with the API Terms, and Soundstripe does not take action right away, this does not mean that Soundstripe is giving up any rights that it may have (such as taking action in the future). If a particular term is not enforceable, it will not affect any other terms. These API Terms, the Terms of Use, and the applicable invoice or similar documents constitute the entire agreement between you and Soundstripe and supersede any prior or contemporaneous agreements.
No failure by Soundstripe perform any obligations to you shall be deemed a breach hereof, unless you have given written notice of such failure to Soundstripe and Soundstripe fails to cure such non-performance within thirty days.
Any dispute, controversy or claim arising out of or relating to these Terms, including the formation, interpretation, breach or termination thereof, including gateway issues, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The seat of the arbitration will be Nashville, Tennessee, United States. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.
Except as set forth below: (i) the laws of the State of Tennessee will apply to any disputes arising out of or related to the API Terms or the API and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE API WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DAVIDSON COUNTY, TENNESSEE, USA, AND YOU AND SOUNDSTRIPE CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
If you are accepting the API Terms on behalf of a United States federal government entity, then the following applies instead of the “Arbitration” and “Choice of Law” paragraph above (or in the Terms of Use): the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the API Terms or the API. Solely to the extent permitted by United States Federal law: (i) the laws of the State of Tennessee will apply in the absence of applicable federal law; and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE API, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN DAVIDSON COUNTY, TENNESSEE.
If you are accepting the API Terms on behalf of a United States city, county, or state government entity, then the following applies instead of the “Arbitration” and “Choice of Law” paragraph above (or in the Terms of Use): the parties agree to remain silent regarding governing law and venue.