API Terms of Use Agreement

Last Updated: May 9, 2012

Please read the following API Terms of Use Agreement (this “API Terms of Use”) carefully because the terms and conditions herein are part of the Terms of Service Agreement(“Terms of Use”) and represent a legally binding agreement between you and Bandsintown, Inc. and its affiliates (collectively, “BIT”, “we”, “our”, “us”) regarding your use of certain application programming interfaces (collectively, the “BIT APIs”) made available by or on behalf of BIT via http://www.bandsintown.com (the “Site”), together with (a) any technical specifications and/or documentation provided by or on behalf of BIT relating to the BIT APIs and your use thereof (the “Specifications”) and (b) any and all content, data and media, provided by or on behalf of BIT, in its sole discretion, through the BIT API, solely for your use, display and re-distribution in connection with the BIT APIs (the “BIT API Content”). Unless defined separately, capitalized terms used in this API Terms of Use have the same meanings ascribed to them in our Terms of Use.

When you use or attempt to use the BIT APIs and/or the BIT API Content, you are signifying your agreement with and acceptance of all these terms and conditions as part of the Terms of Use that govern your legal and contractual relationship with us. If you are acting as an officer, director or employee of an organization, by accepting, you represent and warrant you have full legal authority to bind that employer or entity.

We have the right to change the terms and conditions of this API Terms of Use at any time as described in our Terms of Use. If you do not agree with all the terms and conditions of this API Terms of Use at any time, including, without limitation, those times when we make changes, do not use or attempt to use the BIT APIs and BIT API Content, because if you do any of these things, you are agreeing to be bound by all of the terms and conditions of this API Terms of Use, including, without limitation, any changes we have made.

1. BIT APIs. The BIT APIs may allow for the access and retrieval of certain BIT API Content via the Site, which may be displayed and distributed to end users of your website(s) and software applications, including via any and all mediums through which end users may access such website(s) and applications, including, without limitation, the Internet and other IP-enabled devices (e.g., via mobile platforms and/or handheld devices, related WAP sites, etc.) (collectively, “Your Website(s)”) in conformance with the Specifications, all subject to the terms and conditions of this API Terms of Use.

2. BIT API IDs; Registration Information. In order to access and use the BIT APIs and BIT API Content, you are required to select and provide one or more unique application IDs (collectively, the “BIT API IDs” or “APP ID”). Your BIT API IDs are personal to you. You shall not allow any other person or entity to use your BIT API IDs to access and use the BIT APIs and/or BIT API Content under any circumstances. You are solely responsible for maintaining the strict confidentiality of your BIT API IDs and for any damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your BIT API IDs, your disclosure of your BIT API IDs, or your authorization to allow another person or entity to access and use any BIT APIs or BIT API Content using your BIT API IDs. You shall immediately notify us if you become aware of any unauthorized use of your BIT API IDs or other need to deactivate any BIT API ID due to security concerns. Additionally, you may be required to provide us with certain information including, without limitation, your name or your company’s name, address, email address, the name and/or URL of your Website(s) on which you intend to implement the BIT APIs and/or display the BIT API Content (collectively, your “Profile Information”). You represent, warrant and covenant that any and all Profile Information and any other information or data you provide to us, is and shall be true, accurate and complete when given to us, that in providing such information to us you shall not knowingly omit or misrepresent any material facts or information, and that you shall promptly enter corrected or updated Profile Information, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Profile Information as required for your use and access to the BIT APIs and BIT API Content, as applicable.

3. PERMITTED USE OF BIT APIs; BIT API CONTENT.

  1. License Grant. Subject to the terms and conditions contained herein, BIT grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to use the response codes generated by the BIT APIs on your computer processors deployed within your network(s), solely for the limited purpose of making direct server calls to the Site to obtain BIT API Content for display on and re-distribution to end users of Your Website(s) upon receipt by your servers. All calls sent to the BIT API requesting BIT API Content must reference your applicable BIT API ID.
  2. No Modification; No Rights of Transfer or Redistribution; Duty Not To Interfere. You shall not (or permit or facilitate any of the end users of Your Website(s) to) modify, enhance, edit, translate, adapt, copy, reverse engineer, decompile, disassemble, or create derivative works based upon or otherwise alter the BIT APIs and/or the BIT API Content in any manner. You shall not sublicense, transfer, convey or assign to any third party any of the rights granted to you herein or otherwise use, market, promote, display, re-distribute or re-transmit the BIT API Content in connection with or via any software applications, systems, platforms or services other than the BIT APIs via Your Website(s) as specifically permitted herein. You shall not (or permit or facilitate any of the end users of Your Website(s) to) (i) interfere with, impair or otherwise adversely affect, directly or indirectly, the operation of the Services, BIT APIs and/or the display or distribution of the BIT API Content or (ii) use the BIT APIs or BIT API Content in any manner that does or could potentially undermine the security of the Services.
  3. BIT API Content Collection. You shall not use any automated means (e.g., scraping, robots, etc.) other than the BIT APIs to access, query or otherwise collect the BIT API Content or any other information or data from the Services. You may employ session based caching of BIT API results, but must use your best efforts to update cached results upon any changes in the applicable metadata. For instance, if any BIT API Content is removed from the Site or is no longer made available for general viewing, any cached results and thumbnails related to such BIT API Content must be promptly removed from your cache.
  4. No Violation of Laws; Infringement of Third Party Rights. You may not use the BIT APIs or the BIT API Content in any manner and/or for any purpose that (i) violates (x) the Terms of Use, (y) any laws, regulations, rules or ordinances or infringes or misappropriates the rights of any third party or (z) terms, conditions and requirements promulgated by any provider of a Third Party Platform (e.g., Facebook’s Terms of Use, etc.), (ii) adversely affects BIT or its affiliates and/or any of their respective brands, businesses, reputation or goodwill, as determined by BIT in its sole discretion, (iii) BIT, in its good faith reasonable discretion, deems to be objectionable, including without limitation, facilitating and/or promoting illegal activity, depicting sexually explicit images, promoting violence, promoting discrimination, engaging in the endorsement of political positions or political candidates, or engaging in the sale or advertisement of tobacco, firearms, personal hygiene products, pornography, or religious causes, or (iv) does not conform or is inconsistent with the Specifications.
  5. BIT API Usage Quotas. BIT may, in its sole discretion, restrict your use of the BIT APIs at any time for any reason, including, without limitation, establishing quotas on the number of daily calls you may make from Your Website(s) to the BIT APIs. Without limiting the generality of the foregoing, you may not use the BIT APIs in any manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to conform or is inconsistent with the Specifications, all as determined by BIT in its sole discretion. You shall not attempt to aggregate use of the BIT APIs or representation of multiple BIT API IDs, if applicable, for the purpose of circumventing any such usage quotas.
  6. Other Restrictions. You shall not use, display, integrate, embed or otherwise make available the BIT API Content on any web pages that contain content that competes with or otherwise adversely affects the Services, BIT or its affiliates and/or any of their respective brands, businesses, reputation or goodwill, as determined by BIT in its sole discretion. Any use of the BIT API and/or BIT API Content that (i) is competitive to or inconsistent with BIT's own services or products, including the Services, (ii) aggregates, in any way, any BIT API Content with third party content (without distinction) or (iii) fails to attribute the BIT API Content appropriately to BIT is expressly prohibited.
  7. Monitoring. You acknowledge that BIT may, but has no obligation to, monitor your access to and use of the BIT APIs and BIT API Content activity for the purpose of ensuring quality, improving BIT products and services, and your compliance with this API Terms of Use and the Specifications. You shall not interfere or impair with any of BIT’s efforts to do so.
  8. Non-Exclusive. You acknowledge and agree that BIT may develop products or services that may compete with Your Website(s) or any other products or services owned or controlled by you or any third party.
  9. No Technical Support. You acknowledge and agree that BIT has no obligation to provide any technical support services to you in connection with your access to and/or use of the BIT APIs or BIT API Content.
  10. Fees. BIT reserves the right at any time to impose a fee for your access to and/or use of the Site, BIT APIs and/or BIT API Content, in BIT’s sole discretion.

4. BRANDING; DISPLAY OF BIT API CONTENT. You many not remove, modify or impair the display of any trademarks, service marks, trade names, brands, logos and other distinctive identification and/or proprietary indicia legends and/or copyright notices that appear on or in connection with the BIT APIs and/or the BIT API Content as provided to you (collectively, the “Branding”). BIT hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to use, reproduce, publish, perform and display Branding solely on Your Website(s) that display the BIT API Content, all subject to the provisions of this API Terms of Use. You shall strictly comply with all standards and guidelines with respect to your permitted use of the Branding that may be furnished by BIT from time to time and all uses of the Branding in proximity to the trade name, trademark, service name or service mark of any third party shall be consistent with the same. You shall not create a combination or composite mark consisting of the Branding, commingle any Branding with that of any third party, nor shall you engage, participate or otherwise become involved in any activity or course of action that diminishes, tarnishes or otherwise adversely affects the goodwill associated with any Branding. All uses of the Branding shall inure to the benefit of BIT, its suppliers and licensors, as applicable. You may not use the BIT APIs, BIT API Content, or Branding for any other purpose without BIT’s prior written consent. When displaying BIT API Content on Your Website(s), you must include the RSVP button and link as the primary link wherever it is used in the BIT API, and follow other such requirements as may be further specified in the “Best Practices” section of the Specifications provided on the Site.

5. OWNERSHIP RIGHTS. The BIT APIs, the BIT API Content, Branding and the Specifications (collectively, the “BIT API Materials”) are proprietary to BIT and/or its respective suppliers and licensors and protected by United States copyright and other laws, as well as international treaty provisions and you must treat the same as any other copyrighted and legally protected material. As between you and BIT, BIT owns all right, title and interest in and to the BIT API Materials including, without limitation, all intellectual and proprietary rights appurtenant thereto and except for the limited license granted to you herein, nothing in this API Terms of Use shall be construed to transfer, convey, impair or otherwise adversely affect BIT’s ownership or proprietary rights therein or any other BIT information or materials, tangible or intangible, in any form and in any medium. BIT reserves all rights not expressly granted herein in and to all of the foregoing. BIT has the sole right to obtain, hold and renew in its own name and for its own benefit, all patents, copyrights, registrations and other similar protection in connection with the foregoing and you hereby agree to assign, transfer and convey to BIT all right, title and interest therein and will cooperate with BIT and execute all documents necessary to enable BIT to perfect, preserve, register and record its rights therein.

6. NO REPRESENTATIONS OR WARRANTIES. THE BIT API MATERIALS AND SERVICES ARE BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE or arising from a course of dealing or usage of tradE. YOU ASSUME THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE BIT API MATERIALS AND SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BIT DOES NOT WARRANT THAT THE BIT API MATERIALS AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT YOUR ACCESS TO AND USE OR OPERATION OF THE SAME SHALL BE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, TIMELY UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BIT NOR ITS AFFILIATES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS API TERMS OF USE OR YOUR ACCESS TO, USE AND/OR OPERATION OF THE BIT API MATERIALS AND SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT BIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8. RELEASE AND WAIVER. To the maximum extent permitted by applicable law, you hereby release and waive all claims against BIT, its parents, subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, sponsors, business and promotional partners, operational service providers, suppliers and contractors from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your access to and use of the BIT API Materials. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

9. INDEMNITY. Your indemnification obligations under the Terms of Use include, without limitation, any third party claims arising from, related to or caused by (a) your use of the BIT API Materials (or any component thereof) or (b) your breach of the terms and conditions of this API Terms of Use.

10. TERMINATION. BIT may change, suspend, or discontinue all or any aspect of the Site, and/or the BIT API Materials, including the availability thereof, and/or take down, remove, suspend or cease transmission of the BIT API Materials (or any component thereof). BIT may terminate your access to and use of the BIT APT Materials (or any component thereof) at any time and for any reason, without notice or liability of kind.

11. MISCELLANEOUS. You agree that BIT may, at any time in its sole discretion, use your name, service or trademarks and/or logos in any publicity, promotional and marketing materials, Site listings of developers, and/or other marketing-related activities. You may not issue any public announcement regarding your use of the BIT API and/or BIT API Content and/or use the name, service or trademarks or logos or otherwise identify or refer to BIT in any press releases, publicity, marketing or promotional material without BIT’s prior, express approval, in its sole discretion, in each instance. The Terms of Use, incorporating this API Terms of Use, is the entire agreement between you and us relating to the BIT API Materials and your use thereof and supersedes any prior or inconsistent agreements.

This API Terms of Use Agreement was last modified on the date indicated above and is effective immediately.

Copyright © 2012 Bandsintown, Inc.