Welcome and thank you very much for your interest in Rhapsody International Inc.'s ("Napster ") Developer Platform (the "Platform"). The Platform encompasses the Napster API, the Napster SDKs, the Napster Chrome extension, and the Napster Developer Portal, and all future developer products Napster may build. Napster built the Platform to allow developers to integrate their new or existing products with Napster's subscription streaming music service (the "Service"), and the musical works, sound recordings, and associated metadata contained therein, as licensed to the Service from third-party providers (the "Music Content") (such providers, "Music Content Providers").
Napster reserves the right to amend these Platform Terms from time to time. You should monitor the Napster Developer Portal to ensure that you are aware of any changes to the Platform Terms. In the event that you do not agree with any changes to the Platform Terms, you must immediately cease any and all use of the Platform and Service integration.
YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL AUTHORITY NECESSARY TO BIND YOURSELF TO THESE PLATFORM TERMS. If, at any time, you do not agree to these PLATFORM Terms, then you ARE no longer granted a license to use NAPSTER'S PLATFORM, and must discontinue all uses of the NAPSTER PLATFORM.
IF YOU ARE USING THE NAPSTER PLATFORM ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION"), THEN YOU REPRESENT AND WARRANT THAT YOU: (A) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE PLATFORM TERMS; (B) HAVE READ AND UNDERSTAND THESE PLATFORM TERMS; AND (C) AGREE TO THESE PLATFORM TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
If you are a developer or a developer working on behalf of a Subscribing Organization that (a) itself or any of its affiliates operates or otherwise is integrated with (i) an application, product or service that is intended to permit or permits unauthorized access to or otherwise infringes or violates the intellectual property rights of others (an "Unauthorized Purpose"), or (ii) is used for the Unauthorized Purpose by a material number of persons and/or in respect of a material volume of content, or (iii) is predominantly used for the Unauthorized Purpose, or (iv) is advertised as being capable of use for the Unauthorized Purpose; or (b) is, either directly or indirectly, including through affiliates, a direct competitor of a Music Content Provider, then you are not eligible for the NAPSTER PLATFORM.
To access and use the NAPSTER PLATFORM, you must create an account (an "Account") by registering at the Napster Developer Portal and providing Napster with current, complete, and accurate information about you, your Subscribing Organization (if any) and Your Application (as defined below).
You are solely responsible for maintaining the confidentiality of any credentials, including unique API keys, provided by Napster to you ("Credentials"). You may only access your Account with the Credentials provided to you by Napster and you will be fully responsible and liable for all activities that occur through the use of your Credentials. You agree to notify Napster immediately at email@example.com of any unauthorized use of your Credentials, or any other breach of security with respect to your account on the Service. Napster will not be liable for any losses, damages or claims arising from unauthorized use of your Credentials.
The NAPSTER PLATFORM allows you to create certain compatibility between an application, service or product created by you ("Your Application") and the Service. Use of the NAPSTER PLATFORM with Your Application must be limited to registered paying and free trial subscribers of the Service (each, a "Napster User") and may only be used in conjunction with the Service.
Subject to the terms and conditions of these Platform Terms and during the term of these Platform Terms, you are hereby granted a limited, nonexclusive, non-sublicensable, nonassignable (except as authorized herein), freely revocable license to access and use the NAPSTER PLATFORM (and any supporting documentation provided by Napster ) solely for the purpose of developing Your Application to display and transmit the Service and Music Content to Napster Users (e.g., for enabling subscription-based streaming via the Service). All rights not expressly granted to you herein are reserved by Napster and Music Content Providers, as applicable.
Napster may at any time change the specifications of or restrict or limit access to the NAPSTER PLATFORM in Napster's sole discretion, without any liability to you. Your right to access and use the NAPSTER PLATFORM is a privilege, which may be revoked by Napster at any time, without or without notice. You acknowledge and agree that Napster may use any technological means to enforce these Platform Terms. Notwithstanding anything to the contrary, you hereby grant Napster the right to crawl, test or otherwise monitor Your Applications for the purpose of verifying your compliance with these Platform Terms, and that you will not block, attempt to block or otherwise interfere with such crawling or monitoring.
Through your use of the NAPSTER PLATFORM, you agree that you will not, directly or indirectly, violate any applicable laws, the rights of others, or the operational and security mechanisms of the Service. Further, you agree that:
You Will Not:
Your Application Will Not:
As between you and Napster , you acknowledge that Napster owns all right, title, and interest in the NAPSTER PLATFORM and the Service. All rights not expressly granted hereunder are reserved by Napster or the Music Content Providers, as applicable. Except for the limited licenses expressly granted herein, these Platform Terms grant you no right, title, or interest in any intellectual property owned or licensed by Napster and the Music Content Providers, including (but not limited to) the NAPSTER PLATFORM, the Service, the Music Content and Napster trademarks. Any rights granted hereunder are granted solely to you and not, by implication or otherwise, to any parent, subsidiary, or affiliate of you.
As between you and Napster , you own Your Applications (subject to the below and Napster's underlying rights in the Service and the NAPSTER PLATFORM). You are solely responsible for all costs incurred by you in the creation of Your Application.
You acknowledge and agree that Napster and other NAPSTER PLATFORM Developers may independently develop other applications through their use of the NAPSTER PLATFORM or otherwise which are identical or similar to Your Application in function, code or other characteristics. You agree that You will have no ownership or intellectual property rights in such applications. You further acknowledge and agree that any application developed by Napster and using the NAPSTER PLATFORM which may be identical or similar to Your Application in function, code or other characteristics will not be deemed to violate in any manner any of your rights in Your Application, and that any such characteristics are coincidental in nature. In this regard, you expressly agree not to bring claims against Napster for copyright infringement or otherwise based on the sole fact that an application developed by Napster and using the NAPSTER PLATFORM is identical or similar to Your Application utilizing the NAPSTER PLATFORM in function, code or other characteristics. By submitting or otherwise making available an application that uses the NAPSTER PLATFORM, you acknowledge and agree that Your Application and/or its functionality is not exclusive to Napster , the Napster Service and/or to third parties, and may be replicated, imitated or otherwise duplicative with other applications or functionality developed by Napster or third parties.
Napster may limit the number of network calls that Your Applications may make with the NAPSTER PLATFORM, and/or the maximum file size, and/or the maximum Music Content that may be accessed, or anything else about the NAPSTER PLATFORM and the Music Content in Napster's sole discretion. Napster may change such usage limits at any time and without notice. Without limiting any of its rights under the Napster Policies, and these Platform Terms, Napster may use technical means to prevent over-use and/or stop use of the NAPSTER PLATFORM if Your Application exceeds usage limitations.
Music Content includes without limitation metadata, clips, artist name, album name, track name, parental advisory status, album artwork, artist images, copyright, and track number ("Metadata"). Metadata may only be used in conjunction with the NAPSTER PLATFORM.
You must use one of the following references to Napster , the NAPSTER PLATFORM and the Service in connection with Your Application within close proximity to the 'play' button:
You shall place the following notice prominently in the "Help" or "About" section (or similar) of Your Application:
"This product uses the NAPSTER PLATFORM but is not endorsed, certified, or otherwise approved by Napster ®."
Apart from providing attribution as expressly described in this Section 9 and complying with the obligations set forth in Section 5(gg)(i), you shall not use the name "Napster " or of any Music Content Provider in any way, including, but not limited to, in the hostname of your application (i.e. napster.domain.com). Except as provided pursuant to Section 5(g), you will not use the logo or marks of Napster or any Music Content Provider without prior express written permission from Napster or the Music Content Provider, as applicable, and then, only under the terms and conditions under which Napster or the Music Content Provider provided such prior express written permission. If you do receive permission to use the name, marks or logos of Napster or a Music Content Provider, you must not use them in any manner that creates a false suggestion, either directly or indirectly, that Your Application is sponsored by Napster or such Music Content Provider or an "official" Napster or Music Content Provider application. In addition, you must not use the name of Napster or any Music Content Provider in any way that takes unfair advantage of Napster's or any Music Content Provider's goodwill or is likely to cause consumer confusion.
Your license to the NAPSTER PLATFORM under these Platform Terms continues until terminated by yourself or napster. You may terminate the license by discontinuing use of the NAPSTER PLATFORM at any time. Napster may terminate the license to the NAPSTER PLATFORM without liability at any time for any reason, with or without notice. Additionally, your rights to use the NAPSTER PLATFORM will terminate immediately if you violate any of the terms and conditions herein. Upon expiration or termination of the license granted herein, you will discontinue any and all use of the NAPSTER PLATFORM.
11. Support and Modifications
Napster may elect to provide you with support or modifications for the NAPSTER PLATFORM (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Napster may change, suspend, or discontinue any aspect of the NAPSTER PLATFORM at any time, including the availability of any NAPSTER PLATFORM. Napster may also impose limits on certain features and services or restrict your access to parts or all of the NAPSTER PLATFORM or the Service without notice or liability. Napster shall have no liability to you for any changes in or discontinuation of the NAPSTER PLATFORM, the Service, or any Support.
You agree that You will not charge users for access to Your Application, Napster's Service or the Music Content within it without Napster's express written consent. You further agree that Your Application will not contain any advertisements, promotions, sponsorships or similar communications (e.g., no pre-roll, in-roll or post-roll advertisements). Notwithstanding the foregoing, Your Application may include advertisements provided that Your Application is not music-themed, has a compelling offering without music and does not charge users any fee (whether recurring or otherwise) for access to Your Application. If you have any questions concerning these restrictions, please contact Napster at firstname.lastname@example.org.
You hereby grant Napster and Music Content Providers a royalty free license to reproduce and publicly display your company name, Your Application name and/or logo for the purpose of promoting Your Application and the NAPSTER PLATFORM program on any website owned or controlled by or on behalf of Napster or a Music Content Provider, within the Service, Napster's/Music Content Provider's social media channels, Napster's/Music Content Provider's internal corporate documents and presentations, and other related marketing materials and marketing collateral, whether online or offline, and through any medium and using any technology, whether now known or hereafter created, selected by Napster or any Music Content Provider in its sole discretion.
Napster reserves the right to charge a fee for using the NAPSTER PLATFORM in its sole discretion. You do not have an obligation to continue using the NAPSTER PLATFORM or the Service should Napster exercise its right to charge a fee. All fees are exclusive of applicable taxes (e.g., sales, use, or value-added tax), unless otherwise stated, and you are solely responsible for the payment of any such taxes that may be imposed on your use of NAPSTER PLATFORM. Napster will provide you with notice prior to the imposition of any fees and you will have the opportunity to terminate your use of the NAPSTER PLATFORM prior to being subject to the payment of any fees.
You hereby represent and warrant that:
Napster does not warrant that the NAPSTER PLATFORM, the Service, the Metadata, any data, Music Content or any other information offered on or through the Service or NAPSTER PLATFORM will be uninterrupted, or free of errors, viruses or other harmful components and does not warrant that any of the foregoing shall be corrected. Napster is not responsible for the conduct of any Napster User.
THE SERVICE AND NAPSTER PLATFORM ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NAPSTER, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NAPSTER, OR ANYONE ACTING ON BEHALF OF NAPSTER, OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. Napster DOES NOT WARRANT THAT THE SERVICE OR NAPSTER PLATFORM WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU ACCESS, DOWNLOAD OR USE THE SERVICE AND NAPSTER PLATFORM AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEMS USED IN CONJUNCTION WITH THE SERVICE AND THE NAPSTER PLATFORM) OR LOSS OF DATA THAT RESULTS FROM ACCESSING, DOWNLOADING OR USING THE SERVICE AND NAPSTER PLATFORM.
UNDER NO CIRCUMSTANCES WILL Napster BE LIABLE TO YOU FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT Napster WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE PLATFORM TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
YOU EXPRESSLY ACKNOWLEGE THAT AS USED IN THIS SECTION 17, THE TERM Napster INCLUDES NAPSTER'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS (INCLUDING, WITHOUT LIMITATION, MUSIC CONTENT PROVIDERS), AND SUBCONTRACTORS.
You acknowledge that the limitations and exclusions contained in this Section and elsewhere in these Platform Terms are a condition precedent to Napster granting you a license to the NAPSTER PLATFORM. You further acknowledge and agree that Napster would not be able to provide you with access to the NAPSTER PLATFORM without the limitation of liability set forth in these Platform Terms. Without limiting the generality of the foregoing, you and Napster acknowledge and agree that (a) the provisions hereof that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies will be severable and independent of any other provisions and will be enforced as such, regardless of any breach or other occurrence, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective, and enforceable in accordance with their respective terms, even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose.
The failure of Napster to exercise or enforce any right or provision of these Platform Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Platform Terms will be effective only if in writing and signed by Napster.
If any provision of these Platform Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Platform Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
You may not transfer or assign these Platform Terms or any of the rights or licenses granted under these Platform Terms, except in the case of a merger or sale of all or substantially all of your assets if you are a corporate or other similar entity. Any attempted transfer in violation of the foregoing is void. Napster may freely assign these Platform Terms at any time with or without notice.
The parties are independent contractors with respect to each other. These Platform Terms do not constitute and may not be construed as constituting a partnership or joint venture between you and Napster , or an employee-employer relationship.
In addition to these Platform Terms, your use of the NAPSTER PLATFORM and Music Content is subject to the separate Platform use requirements, if any, of each of the Music Content Providers. You hereby acknowledge and agree that the Music Content Providers are third party beneficiaries with respect to these Platform Terms with full power and authority to enforce the provisions of these Platform Terms as if a direct party hereto, including, without limitation, the ability to terminate the licenses granted to you under these Platform Terms at any time for any reason.
Upon termination of these Platform Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 6, 8, 10, 13, and 15-27.
It is acknowledged that these Platform Terms were initially prepared by Napster. However, you acknowledge and agree that you had an opportunity to have a lawyer review and counsel you regarding these Platform Terms prior to accepting these Platform Terms, even if you chose not to consult a lawyer. You therefore agree that, in interpreting any issues which may arise, any rules of construction related to who prepared these Platform Terms shall be inapplicable, and no provision shall be construed against Napster because Napster drafted such provision.
The heading references herein are for convenience purposes only, do not constitute a part of these Platform Terms, and will not be deemed to limit or affect any of the provisions hereof.
Last Updated: September 23, 2020