LICENCE TERMS AND CONDITIONS – APPLICABLE WORLDWIDE EXCEPT WHERE WE PUBLISH SPECIFIC TERRITORIAL TERMS AND CONDITIONS
These terms and conditions (“Terms“) set out important information regarding the rights, obligations and the restrictions that may apply to you as a user (“User“) when you access our website at http://www.musixmatch.com (“Website“) and/or access, use or download the Musixmatch digital application (“Application“) and any services offered in conjunction with the Musixmatch digital application (“Services“) as they are made available on various digital media devices, such as PDAs, cellular/mobile phones, handheld devices or PCs, (“Devices“), and networks, such as those of mobile operators, internet service providers or cable operators (“Networks“).
This EULA applies where you access and use our Website, Application or Services on a consumer basis, for example if you:
You can find a description of our Service options on our website and the support pages thereon. You must use the Services only in accordance with the guidelines and other instructions provided on our Website or otherwise provided to you at any time. We reserve the right to modify, terminate or otherwise amend the Services at any time, including in relation to any offered trials, subscription plans or rewards for contributions, in accordance with these Terms.
The Application is a digital application that facilitates the use of Services, which generally consist of a Music Player with digital lyrics recognition) that provides song lyrics, artist identification and other detailed meta data about the artist and access to related third party applications (“Third Party Applications“) and websites (“Third Party Sites“), that can be used in conjunction with the Application and/or Services (for example, e-commerce providers, e-mail providers, social networking sites, information and access feature providers). The Service is also a hosting service where Users can upload, add, contribute, submit and post their own content (including lyrics, text, picture and graphic content) to share with other Users on the Website. The Website, Application and the associated Services, where not specifically provided otherwise, are supplied by Musixmatch s.p.a (“we“, “us” and “our” as appropriate).
We are a limited company incorporated in Italy. Our registered office is at: Via Timavo 34, Milan, Italy our email: is [email protected] VAT number: 03004641209.
These Terms may be accessed via the Application directly from your Device, or on our Website at http://www.musixmatch.com.
Any translation of these Terms are provided as a courtesy to you and the definitive text of these Terms is the English (UK) version.
If you use our Website, the Application and/or the Services (collectively referred to as “Musixmatch“), you agree to these Terms which will bind you, as set out below, and all and any applicable laws regarding your use of Musixmatch. You must also pay any charges for the Services which may be applicable, including all charges relating to the use of our premium Service.
IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR ANY FUTURE CHANGES TO THESE TERMS ARE UNACCEPTABLE TO YOU, DO NOT USE MUSIXMATCH. YOUR CONTINUED USE OF MUSIXMATCH (INCLUDING, BUT NOT LIMITED TO, THE DOWNLOADING OF THE APPLICATION OR ANY APPLICATION UPGRADES AND/OR USE OF THE SERVICES) NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THESE TERMS, WILL BE CONSIDERED ACCEPTANCE BY YOU OF THESE TERMS AND ANY SUCH CHANGES OR MODIFICATIONS. YOU AGREE TO USE MUSIXMATCH ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY LOCAL BINDING POLICIES OR GUIDELINES.
BY DOING ANY OF THE FOLLOWING ACTS YOU AGREE TO THESE TERMS:
a) EXPRESSLY ACCEPTING THESE TERMS AT ANY TIME, FOR EXAMPLE BY CLICKING ON ANY CLEARLY INDICATED ACTIVATION PHRASE ON YOUR DEVICE.
b) DOWNLOADING THE APPLICATION OR DOWNLOADING AN UPGRADE TO THE APPLICATION (WHICH MAY BE OFFERED FROM TIME TO TIME).
c) USING THE SERVICES OR ANY PORTION THEREOF.
1. USAGE POLICY
1.1 Unless otherwise specifically provided by us, our grant of rights to you under these Terms is personal to you and gives you access to use the Application and the Services only on the Device on which the software was first installed. The licence is not transferrable to another person or another Device without our agreement in writing (which will only be given in exceptional circumstances) or if otherwise expressly provided in these Terms.
1.2 You agree to provide true, accurate, current and complete information about yourself (or the person on whose behalf you are registering) at any time you are prompted by Musixmatch to complete a registration form (for example, name, email address, and certain demographic information) and to maintain the accuracy of this information (such information being the “Membership Data“) throughout the period you use Musixmatch. Membership Data and certain other information about you will be processed in accordance with our Privacy Policy. If you register for an account on behalf of someone else (for example, as a representative of a verified artist) you represent and warrant that you are an authorised representative of that individual with the authority to bind them to these Terms.
1.3 If you do not comply with any of Sections 1.2 and 1.5, or we have reasonable grounds to suspect that you have not, we have the right to suspend and/or terminate your account and refuse any and all current or future use of Musixmatch.
1.4 We may change, suspend or discontinue (temporarily or permanently) any aspect of Musixmatch (or any part thereof) at any time, including the availability of any feature, functionality, database and/or content. We may also impose limits on certain features, functionality and services or restrict your access to parts or all of the Services without being responsible to you or any third party. Such changes will be notified with reasonable notice, where they are important and where practicable, and you will have the opportunity to terminate the service should you not accept the new Terms. Where these changes or suspensions would amount to a complete termination of the Services you may be entitled to a refund of the reasonable part of any charges paid by you for the Services where applicable.
1.5 Continued use of the Application and/or Services may require a download of new releases of software which may contain different functionality and consequently may be subject to different licence terms. You agree not to misuse Musixmatch and to only upload, add, contribute, submit, publish, display, distribute or post content to Musixmatch strictly in accordance with these Terms, any other guidance or instructions given by us (on our Website or otherwise) and all applicable laws. In particular, you agree that you will not: (a) post or distribute any offensive, obscene or otherwise inappropriate material which may cause offence to others on grounds of race, religion, ethnicity or sex; (b) post or distribute any material that is unlawful or which threatens or encourages illegal activities or which harms the rights of others; (c) post or distribute material which is not your own (including, but not limited to, material which has been copied or scraped from another source using web extraction and/or harvesting techniques) or in respect of which you have not been given the necessary rights, licences or permissions to post to Musixmatch; (d) post or distribute any material which infringes the copyright, trademark, patent, trade secret or other intellectual property or proprietary rights of any other party; (e) post or distribute any unsolicited advertising material, ‘junk mail’, ‘spam’, ‘chain letters’, or ‘pyramid schemes’; (f) defame, harass or stalk others or encourage such behaviour; (g) harm, or attempt to harm, any person in any way; (h) impersonate any person or entity or create a false or misleading identity; (i) access, or attempt to access, the accounts of others; (j) breach or attempt to breach our security measures, or penetrate or attempt to penetrate our computer software, hardware, electronic communication system, or telecommunications systems; (k) collect, attempt to collect, or use other members’ personal information; (l) engage in any activity which adversely affects the ability of other people or systems to use Musixmatch or the internet generally; (m) cause any nuisance or cause the operation of Musixmatch to be jeopardised or impaired; (n) post or distribute any material that contains any form of software virus or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (o) modify, adapt, translate, or reverse engineer any portion of Musixmatch or its contents, or use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Website and/or Application, save only to the extent permitted by applicable law; or (p) use Musixmatch for any improper, unlawful or immoral purpose.
1.6 Each time you attempt to interact with Musixmatch, such as when you request lyrics for a music track, you will send data for which your Network will charge at your usual data rates.
1.7 Certain versions of the Application are distributed in a form that limits the availability of some of the Services that can be accessed from that version and/or some of the Service features, for example some versions of the Application imposes a limit on the number of lyric requests that can be made in any period. Details on Services and feature sets, and any limitations on use for your version of the Application, are accessible via the Application from your Device and/or from the source where you originally obtained the Application. Even where there is no such limit imposed in the Application on the amount of usage permitted, you agree to use the Services fairly.
2. RENEWAL AND CANCELLATION
2.1 If you are (or become) a paying customer of any part of the Application and/or Services, including by subscribing to our premium Service, we will provide you with relevant information regarding how to place an order, price, trial and cancellation options, before completing payment. You agree to pay all fees when due in accordance with the terms set out in these Terms or information that we otherwise make available to you.
2.2 We may change the price for any paid subscriptions, including recurring subscription fees, from time to time. We will notify you in advance of any price changes and, subject to applicable law, you accept the new price by continuing to use the Services. If you do not agree with a price change, you have the right to reject the change by cancelling your premium Service at any time.
2.3 Your subscription will automatically renew unless cancelled by you at any time. You can cancel your subscription on the app store on which you subscribed. Any refunds must be requested via the applicable app store and will be based on the store's refund policy. Cancelling your premium Service will revert your account to our free ad-based Service after any remaining premium time runs out.
3. THIRD PARTY APPLICATIONS AND SERVICES
3.1 Musixmatch may enable you to use functionalities of Third Party Applications and/or to link to Third Party Sites that are not owned or controlled by us. Content, products and services that are part of any Third Party Applications and/or Sites to which we may connect (including, but not limited to, social networking sites, sites on which you can view content and from which you can make purchases, or record a geographic location) are subject to the terms and conditions of the relevant application and/or Third Party Sites. We have no control over and are not responsible or liable for any matters relating to your dealings with such third parties.
3.2 We are not responsible for and have no control over any third-party content, syndicated content, applications, services, advertisements, links, privacy policies and/or practices of any such third-parties that may be found through Musixmatch. In addition, we will not and cannot censor or edit the content of any Third Party Applications and/or Sites.
3.3 By using the Services, you acknowledge that we do not have any responsibility in relation to your use of any Third Party Applications and/or Sites. Accordingly, we encourage you to be aware when you leave Musixmatch and to read the terms and conditions and privacy policy of each and every other Third Party Application, Site and/or other resources that you visit. Any correspondence, business dealings with, syndication, linking or participation in promotions of Third Party Applications and/or Sites, including payment or delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties.
3.4 We will not be responsible or liable for any loss or damage of any sort that arises as the result of any dealings between you and any third parties, or as the result of the presence of such third-party content accessed via Musixmatch or as a result of the failure of such Third Party Applications and/or Sites to function as intended.
4. USER-GENERATED CONTENT
4.1 We respect the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please see our Copyright and DMCA Policy
4.2 Please choose carefully the words, information, content, messages, text, files, images, photos, sounds, profiles, works of authorship or any other materials you upload, add, contribute, submit, post, link to, publish or display on our Website and/or through the use of Services and any such content that you provide or make available to other Users through the Website (collectively, “User Content“). You are responsible for all User Content, as explained below.
4.3 You retain any ownership rights that you have in respect of User Content. You agree that you have permission to provide Musixmatch with User Content in the way envisaged under these Terms and you understand that you are responsible for that content and any consequences of providing it to Musixmatch. To the extent that you own the intellectual property rights in the User Content, by sharing User Content with Musixmatch (and any Third Party Application and/or Sites), you hereby grant (and agree that you have the right to grant) to us during the entire period of protection of your intellectual property rights associated with such content and material, a world-wide, royalty free, non-exclusive, perpetual, transferable, fully paid irrevocable licence (with the right to sublicense through multiple tiers) to use, copy, modify, publicly perform, publicly display, translate, excerpt (in whole or in part), reproduce, transmit or distribute, create derivative works from, or an equivalent right to use or otherwise fully exploit, the User Content via Musixmatch (and any other Third Party Applications and/or Sites) and all intellectual property rights therein. We require such a licence in order to provide certain functionality within Musixmatch (and any Third Party Applications and/or Sites). Any User Content submitted by you will remain on Musixmatch indefinitely (at our discretion). You will not have the option to remove your User Content from Musixmatch at any time, except where you submit a request in writing to Musixmatch to remove your User Content, which is to be decided by Musixmatch at our sole discretion. By sharing User Content within Musixmatch (or via any API provided by or on behalf of Musixmatch or any Third Party Application and/or Sites) you agree that you have permission to provide Musixmatch with such User Content and that you are not breaching any other party’s rights to privacy, publicity rights, copyrights or contractual rights.
4.4 You understand and agree that if you post any User Content to Musixmatch which breaches any of these Terms, we have the right to remove the content, at our sole discretion, and terminate your account and you will be responsible to us for any issues arising out of a breach of these Terms.
4.5 Please note that we cannot accept any User Content containing any music, save where expressly permitted in writing by us.
4.6 Information or User Content provided by other Users may contain inaccurate, inappropriate or offensive material, products or services, and we have no responsibility or liability for this material. User Content must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, violate any confidentiality agreement or other contract or be otherwise injurious to third parties or objectionable and must not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Content. We have the right but not the obligation to refuse to post or publish, or remove or edit any posting or submission of User Content. We do not actively monitor User Content and take no responsibility and have no liability for any User Content.
4.7 By submitting the User Content to us, you grant us and our affiliates the right to use the username that you submit in connection with such User Content. You grant to us a revocable, non-exclusive, worldwide right and licence, or another equivalent right to use, all the trademarks, service marks, trade dress, artwork, names, likenesses and biographical material associated with the User Content, your username, or your account in connection with your use of and our operation of Musixmatch. You are solely responsible for any necessary payments that may become due to any third parties as the result of your posting of or linking to the User Content and our use thereof on the Website.
4.8 The following is a partial list of the kind of User Content that is illegal or prohibited on Musixmatch. We reserve the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this paragraph, including without limitation, removing the offending User Content from the Website or Services and terminating the access to Musixmatch of such violators. Prohibited User Content includes content that:
a) is obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
b) harasses or advocates harassment of another person;
c) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming”;
d) consists of information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
e) consists of an illegal or unauthorized copy of a copyrighted work, such as sound recordings, musical compositions and videos in which you do not personally own the copyright or otherwise do not have the necessary authority from the copyright owner(s);
f) computer programs or links to them or providing information to circumvent manufacturer-installed copy-protect devices, or infringing materials;
g) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page);
h) provides material that exploits people under the age of 18 or solicits personal information from anyone under 18;
i) provides instructional information about illegal activities;
j) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
k) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
l) violates anyone’s right of privacy; or
m) uses any unfair, misleading or deceptive content intended to draw traffic to the profile.
4.9 You hereby waive all moral rights and similar rights in any jurisdiction, including any rights to object to derogatory treatment of the User Content to which you may now or at any future time be entitled.
4.10 If you provide any feedback, ideas, or suggestions to us in connection with the Service, including when communicating us via our instant messaging platform ("Feedback"), you acknowledge that the Feedback is not confidential and you authorise us to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
5. AVAILABILITY OF SERVICES
5.1 We will do our best to offer you a smooth service, but we give no guarantees that Musixmatch will be free from faults or that the Services will be provided uninterrupted. If a fault does occur, please report it to Customer Services and we will attempt to correct the fault as soon as we reasonably can.
5.2 We will occasionally restrict your access to the Website or to the Services to carry out repairs, maintenance or to introduce new functionality or services and we will endeavour to keep disruption to a minimum.
5.3 New Services are subject to a period of testing. This means that a new Service may not perform with complete functionality, may be undergoing testing, may be inconsistently available, may have software “bugs” being fixed by us and may have other issues affecting availability and functionality.
6. LEGAL PROTECTION AND LIMITATIONS
6.1 You acknowledge that Musixmatch (and any other applications) licensed by us to you are our property and all intellectual property rights in the Application, the Services and the technology used or supported by the Application, anywhere in the world belong to us. You have no right to access the Application in source-code form at any time. You are granted only a limited, revocable, non-exclusive, non-transferable (without the right to sublicense) licence to use Musixmatch or any Third Party Application for the purpose of accessing and using the Services only in accordance with these Terms. You agree not to disassemble, de-compile, reverse engineer, or otherwise attempt to gain access to the source code of the Application or Services or any Third Party Application. You will not copy any part of Musixmatch or any Third Party Applications and/or Sites or make commercial use of, rent, lease, loan, sell, publish, license, sublicense, distribute, assign or otherwise transfer any part of Musixmatch to any person.
6.2 You agree to not use Musixmatch to:
a) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Services;
b) interfere with or disrupt Musixmatch or servers or networks, or disobey any requirements, procedures, policies or regulations of networks connected to these;
c) collect or store personal data about other Users of Musixmatch; or
d) harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent.
6.3 You will not alter, destroy, obscure, or otherwise remove any copyright or proprietary notices or labels on or embedded within any part of Musixmatch and/or any Third Party Applications.
6.4 You agree to not use Musixmatch or export any portion of it in violation of U.S. export regulations.
6.5 You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. list of prohibited or restricted parties.
6.6 Any content provided by us as part of Musixmatch, including but not limited to ringtones, lyrics, artist information and downloads contains copyrighted material, trademarks and other proprietary rights belonging to us and our licensors. All right, title and interest in and to such content vests in us and our licensors. You are granted a limited, revocable, non-exclusive licence to display that content as part of the Services solely for your own personal non-commercial use. Except as expressly authorized by us, you may not copy, modify, translate, reproduce, distribute, publish, broadcast, perform, display, sell, assign, lease, create derivative works from or sub-license that content, in whole or in part. We reserve any rights not expressly granted in these Terms.
6.7 WE WILL PROVIDE THE SERVICE WITH REASONABLE CARE AND SKILL. OTHER THAN AS EXPRESSLY STATED IN THESE TERMS OR AS REQUIRED BY LAW, YOUR USE OF MUSIXMATCH IS AT YOUR SOLE RISK AND MUSIXMATCH IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND STATUTORY REMEDIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY THAT
a) MUSIXMATCH WILL MEET YOUR REQUIREMENTS,
b) DELIVERY OF ANY PORTION OF MUSIXMATCH WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MUSIXMATCH WILL BE ACCURATE OR RELIABLE,
d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS,
e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR
f) ANY PORTION OF MUSIXMATCH OR ANY OTHER APPLICATION PROVIDED BY US WILL BE OF SATISFACTORY QUALITY, FAULT OR VIRUS FREE OR UNINTERRUPTED OR SATISFY ANY CONDITIONS OF QUALITY AND FITNESS FOR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE MUSIXMATCH SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
6.8 To the extent permitted by law we or our subsidiaries, and affiliates, suppliers and their respective owners, officers, manager, members, agents and employees, will not be responsible for: (i) losses that were not caused by our breach of these Terms; (ii) any loss or damage that was not, at the time these Terms were formed between you and us, a reasonably foreseeable consequence of our breach of these Terms; or (iii) in relation to any User Content, or for defamatory, offensive or illegal conduct of any user. The Service is for domestic and private use. If you use the Service for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
In any event, our liability to you shall be limited to typical and foreseeable damage and shall not exceed the fees paid by you for a 3 month period or the maximum amount of (Euro 15), whichever is higher.
6.9 Some jurisdictions (countries, provinces, states) absolutely prohibit some limitations on liability, disclaimer of warranties or exclusion of direct or consequential damages. In such cases only the above disclaimers, limitations or exclusions may not apply to you to their full extent.
6.10 You acknowledge and agree that we are merely a passive conduit and hosting service for User Content and we play no active role in the distribution or presentation of User Content. We do not review or monitor User Content to ensure it is compliant with these Terms and applicable law. It is solely your responsibility to ensure User Content is acceptable and compliant.
6.11 You shall be liable for any loss or damage arising out of your breach of these Terms, any User Content you post or otherwise contribute, any activity in which you engage on or through the Service, your violation of any law or the rights of any third party, and any claim, action, or proceeding brought by a third party based on a breach of any warranty, representation, covenant or obligation by you under these Terms. You will reimburse us and our affiliates on demand for any actual payments made in resolution of any liability or claim under this Section, provided that we notify you of any such claim and attempt to obtain your written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned.
6.12 Nothing in these Terms is intended to exclude or limit our liability or that of any third party for death or personal injury caused by our negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
6.13 Nothing in these Terms affects any mandatory statutory rights that you may have as a consumer, except to the extent permitted by law.
6.14 We will endeavour to comply with mandatory local regulations of public policy and consumer protection, but disclaim all and any liability, apart from the liability assumed within these Terms, to the maximum extent permitted by law.
7. GENERAL
7.1 These Terms are not intended to give rights to anyone except you and us, unless otherwise expressly indicated by us within these Terms. We may assign our rights and obligation under these Terms without your prior consent to any new provider of Musixmatch. We will tell you in writing if this happens and we will ensure that it will not affect your rights under these Terms.
7.2 Each of the paragraphs and sub-paragraphs of these Terms operates separately. If any paragraph or sub-paragraph of these Terms is not enforceable for any reason, then the paragraph or sub-paragraph will be deleted, but this will not affect any of the other paragraphs of these Terms.
7.3 You may at any time unsubscribe or cancel your Musixmatch account, subscription or any other relationship with Musixmatch which is being governed by these Terms via Third Party Sites. Please note, however, that Musixmatch will not make any refunds, except in exceptional circumstances involving serious breach on our part, and you will remain liable for payment of any part of Musixmatch Services that you have already used or previously committed to.
7.4 We may at any time terminate your account or prevent you from gaining access to Musixmatch. If we terminate your account, we may immediately delete all the files and information on your profile and prevent you accessing your profile. We will give you reasonable notice of termination or suspension of access to Musixmatch, but this may not always be possible where there are serious grounds for doing so. We will not be liable to you or to any third party for termination or for any permanent or temporary suspension of any of the Website, Application or Services. If you are a paying customer and our Services to you are terminated you may be entitled to a refund of the reasonable part of any charges paid by you as set out in these Terms or on our Website.
7.5 We are not responsible for events outside of our control. We may let you know as soon as is reasonably practicable if there is any failure, suspension and/or termination of access to Musixmatch caused by an event outside of our control, and will take steps to minimise the effect of this. Provided we do so we will not be liable to you or any third party for any failure, suspension and/or termination. If there is a risk of substantial and continued failure or suspension of access to Musixmatch you have a right to end the relationship with us and terminate your account and receive a refund of the reasonable part of any charges paid by you for any Services not received.
7.6 These Terms are governed by English law and you can bring legal proceedings in respect of the Application and/or Services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Application and/or Services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Application and/or Services in either the Northern Irish or the English courts.
7.7 We may amend these Terms at any time by posting the amended terms on our Website and/or by amending the Terms as they are accessed from the Application on your Device. It is your responsibility to review these Terms from time to time to check if they have been amended. These Terms were last updated on the date set out below and changes will only apply going forward from this date. If you continue to use the Application and/or Services or you download any content or upgrade any of the Services after we have posted any amended terms that will demonstrate that you accept our updated Terms. Should you not accept these amendments, you should remove the Application from your Device and terminate the Services.
7.8 Even if we delay in enforcing these Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of you not complying with these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
7.9 These Terms do not give any person who is not a party to these Terms any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise an ability to enforce any of these Terms.
See also our Privacy Policy and Cookie Policy.
Last Updated May 2021
LICENCE TERMS AND CONDITIONS – APPLICABLE WORLDWIDE EXCEPT WHERE WE PUBLISH SPECIFIC TERRITORIAL TERMS AND CONDITIONS
These terms and conditions (“Terms“) set out important information regarding the rights, obligations and the restrictions that may apply to you as a user (“User“) when you access our website at http://www.musixmatch.com (“Website“) and/or access, use or download the Musixmatch digital application (“Application“) and any services offered in conjunction with the Musixmatch digital application (“Services“) as they are made available on various digital media devices, such as PDAs, cellular/mobile phones, handheld devices or PCs, (“Devices“), and networks, such as those of mobile operators, internet service providers or cable operators (“Networks“).
This EULA applies where you access and use our Website, Application or Services on a business-to-business basis, for example if you are:
You can find a description of our Service options on our website and the support pages thereon. You must use the Services only in accordance with the guidelines and other instructions provided on our Website or otherwise provided to you at any time. We reserve the right to modify, terminate or otherwise amend the Services at any time, including in relation to any offered trials or subscription plans, in accordance with these Terms.
The Application is a digital application that facilitates the use of Services, which generally consist of a Music Player with digital lyrics recognition) that provides song lyrics, artist identification and other detailed meta data about the artist and access to related third party applications (“Third Party Applications“) and websites (“Third Party Sites“), that can be used in conjunction with the Application and/or Services (for example, e-commerce providers, e-mail providers, social networking sites, information and access feature providers). The Service is also a hosting service where Users can upload, add, contribute, submit and post their own content (including lyrics, text, picture and graphic content) to share with other Users on the Website. The Website, Application and the associated Services, where not specifically provided otherwise, are supplied by Musixmatch s.p.a (“we“, “us” and “our” as appropriate). Under this EULA, the "Services" expressly include the provision of an API provided by or on behalf of Musixmatch or any Third Party Application and/or Sites, or the Publisher Studio or any other means provided to a User to enable them to deliver any lyrics and/or metadata to us. We are a limited company incorporated in Italy. Our registered office is at: Via Timavo 34, Milan, Italy our email: is [email protected] VAT number: 03004641209.
These Terms may be accessed via the Application directly from your Device, or on our Website at http://www.musixmatch.com.
Any translation of these Terms are provided as a courtesy to you and the definitive text of these Terms is the English (UK) version.
If you wish to use our Website, the Application and/or the Services (collectively referred to as “Musixmatch“), you must agree to be bound by these Terms, as set out below, and all and any applicable laws regarding your use of Musixmatch. You must also pay any charges for the Services which may be applicable, including all charges relating to the use of our premium Service.
IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES TO THESE TERMS ARE UNACCEPTABLE TO YOU, DO NOT USE MUSIXMATCH. YOUR CONTINUED USE OF MUSIXMATCH (INCLUDING, BUT NOT LIMITED TO, THE DOWNLOADING OF THE APPLICATION OR ANY APPLICATION UPGRADES AND/OR USE OF THE SERVICES) NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THESE TERMS, WILL BE DEEMED ACCEPTANCE BY YOU OF THESE TERMS AND ANY SUCH CHANGES OR MODIFICATIONS. YOU AGREE TO USE MUSIXMATCH ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY LOCAL BINDING POLICIES OR GUIDELINES.
BY DOING ANY OF THE FOLLOWING ACTS YOU AGREE TO BE BOUND BY THESE TERMS:
a) EXPRESSLY ACCEPTING THESE TERMS OF USE AT ANY TIME, FOR EXAMPLE BY CLICKING ON ANY CLEARLY INDICATED ACTIVATION PHRASE ON YOUR DEVICE.
b) DOWNLOADING THE APPLICATION OR DOWNLOADING AN UPGRADE TO THE APPLICATION (WHICH MAY BE OFFERED FROM TIME TO TIME).
c) USING THE SERVICES OR ANY PORTION THEREOF.
1. USAGE POLICY
1.1 Unless otherwise specifically provided by us, our grant of rights to you under these Terms is personal to you and gives you access to use the Application and the Services only on the Device on which the software was first installed. The licence is not transferrable to another person or another Device without our agreement in writing (which will only be given in exceptional circumstances) or if otherwise expressly provided in these Terms.
1.2 You agree to provide true, accurate, current and complete information about yourself (or the person on whose behalf you are registering) at any time you are prompted by Musixmatch to complete a registration form (for example, name, email address, and certain demographic information) and to maintain the accuracy of this information (such information being the “Membership Data“) throughout the period you use Musixmatch. Membership Data and certain other information about you will be processed in accordance with our Privacy Policy. If you register for an account on behalf of someone else (for example, as a representative of a verified artist) you represent and warrant that you are an authorised representative of that individual with the authority to bind them to these Terms.
1.3 If you do not comply with any of Sections 1.2 and 1.5, or we have reasonable grounds to suspect that you have not, we have the right to suspend and/or terminate your account and refuse any and all current or future use of Musixmatch.
1.4 We may change, suspend or discontinue (temporarily or permanently) any aspect of Musixmatch (or any part thereof) at any time, including the availability of any feature, functionality, database and/or content. We may also impose limits on certain features, functionality and services or restrict your access to parts or all of the Services without liability to you or any third party. Such changes will be notified with reasonable notice, where they are material and where practicable, and you will have the opportunity to terminate the service should you not accept the new Terms. Where these changes or suspensions would amount to a complete termination of the Services you may be entitled to a refund of the reasonable part of any charges paid by you for the Services where applicable.
1.5 Continued use of the Application and/or Services may require a download of new releases of software which may contain different functionality and consequently may be subject to different licence terms. You agree not to misuse Musixmatch and to only upload, add, contribute, submit, publish, display, distribute or post content to Musixmatch strictly in accordance with these Terms, any other guidance or instructions given by us (on our Website or otherwise) and all applicable laws. In particular, you represent and warrant that you will not: (a) post or distribute any offensive, obscene or otherwise inappropriate material which may cause offence to others on grounds of race, religion, ethnicity or sex; (b) post or distribute any material that is unlawful or which threatens or encourages illegal activities or which harms the rights of others; (c) post or distribute material which is not your own (including, but not limited to, material which has been copied or scraped from another source using web extraction and/or harvesting techniques) or in respect of which you have not been given the necessary rights, licences or permissions to post to Musixmatch; (d) post or distribute any material which infringes the copyright, trademark, patent, trade secret or other intellectual property or proprietary rights of any other party; (e) post or distribute any unsolicited advertising material, ‘junk mail’, ‘spam’, ‘chain letters’, or ‘pyramid schemes’; (f) defame, harass or stalk others or encourage such behaviour; (g) harm, or attempt to harm, any person in any way; (h) impersonate any person or entity or create a false or misleading identity; (i) access, or attempt to access, the accounts of others; (j) breach or attempt to breach our security measures, or penetrate or attempt to penetrate our computer software, hardware, electronic communication system, or telecommunications systems; (k) collect, attempt to collect, or use other members’ personal information; (l) engage in any activity which adversely affects the ability of other people or systems to use Musixmatch or the internet generally; (m) cause any nuisance or cause the operation of Musixmatch to be jeopardised or impaired; (n) post or distribute any material that contains any form of software virus or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (o) modify, adapt, translate, or reverse engineer any portion of Musixmatch or its contents, or use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Website and/or Application, save only to the extent permitted by applicable law; or (p) use Musixmatch for any improper, unlawful or immoral purpose.
1.6 Each time you attempt to interact with Musixmatch, such as when you request lyrics for a music track, you will send data for which your Network will charge at your usual data rates.
1.7 Certain versions of the Application are distributed in a form that limits the availability of some of the Services that can be accessed from that version and/or some of the Service features, for example some versions of the Application imposes a limit on the number of lyric requests that can be made in any period. Details on Services and feature sets, and any limitations on use for your version of the Application, are accessible via the Application from your Device and/or from the source where you originally obtained the Application. Even where there is no such limit imposed in the Application on the amount of usage permitted, you agree to use the Services fairly.
2. RENEWAL AND CANCELLATION
2.1 If you are (or become) a paying customer of any part of the Application and/or Services, including by subscribing to our premium Service, we will provide you with relevant information regarding how to place an order, price, trial and cancellation options, before completing payment. You agree to pay all fees when due in accordance with the terms set out herein or information that we otherwise make available to you.
2.2 We may change the price for any paid subscriptions, including recurring subscription fees, from time to time. We will notify you in advance of any price changes and, subject to applicable law, you accept the new price by continuing to use the Services. If you do not agree with a price change, you have the right to reject the change by cancelling your premium Service at any time.
2.3 Your subscription will automatically renew unless cancelled by you at any time. You can cancel your subscription on the app store on which you subscribed. Any refunds must be requested via the applicable app store and will be based on the store's refund policy. Cancelling your premium Service will revert your account to our free ad-based Service after any remaining premium time runs out.
3. THIRD PARTY APPLICATIONS AND SERVICES
3.1 Musixmatch may enable you to use functionalities of Third Party Applications and/or to link to Third Party Sites that are not owned or controlled by us. Content, products and services that are part of any Third Party Applications and/or Sites to which we may connect (including, but not limited to, social networking sites, sites on which you can view content and from which you can make purchases, or record a geographic location) are subject to the terms and conditions of the relevant application and/or Third Party Sites. We have no control over and are not responsible or liable for any matters relating to your dealings with such third parties.
3.2 We are not responsible for and have no control over any third-party content, syndicated content, applications, services, advertisements, links, privacy policies and/or practices of any such third-parties that may be found through Musixmatch. In addition, we will not and cannot censor or edit the content of any Third Party Applications and/or Sites.
3.3 By using the Services, you acknowledge that we do not to incur any liability arising from your use of any Third Party Applications and/or Sites. Accordingly, we encourage you to be aware when you leave Musixmatch and to read the terms and conditions and privacy policy of each and every other Third Party Application, Site and/or other resources that you visit. Any correspondence, business dealings with, syndication, linking or participation in promotions of Third Party Applications and/or Sites, including payment or delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties.
3.4 We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between you and any third parties, or as the result of the presence of such third-party content accessed via Musixmatch or as a result of the failure of such Third Party Applications and/or Sites to function as intended.
4. USER-GENERATED CONTENT
4.1 We respect the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please see our Copyright and DMCA Policy
4.2 Please choose carefully the words, information, content, messages, text, files, images, photos, sounds, profiles, works of authorship or any other materials you upload, add, contribute, submit, post, link to, publish or display on our Website and/or through the use of Services and any such content that you provide or make available to other Users through the Website or Services (collectively, “User Content“). You are responsible for all User Content, as set forth below.
4.3 You retain any ownership rights that you have in respect of User Content. You agree that you have permission to provide Musixmatch with User Content in the way envisaged under these Terms and you understand that you are responsible for that content and any consequences of providing it to Musixmatch. To the extent that you own the intellectual property rights in the User Content, by sharing User Content with Musixmatch (and any Third Party Application and/or Sites), you hereby grant (and represent and warrant that you have the right to grant) to us during the entire period of protection of your intellectual property rights associated with such content and material, a world-wide, royalty free, non-exclusive, perpetual, transferable, fully paid irrevocable licence (with the right to sublicense through multiple tiers) to use, copy, modify, publicly perform, publicly display, translate, excerpt (in whole or in part), reproduce, transmit or distribute, create derivative works from, or an equivalent right to use or otherwise fully exploit, the User Content via Musixmatch (and any other Third Party Applications and/or Sites) and all intellectual property rights therein. We require such a licence in order to provide certain functionality within Musixmatch (and any Third Party Applications and/or Sites). Any User Content submitted by you will remain on Musixmatch indefinitely (at our discretion). You will not have the option to remove your User Content from Musixmatch at any time, except where you submit a request in writing to Musixmatch to remove your User Content, which is to be decided by Musixmatch at our sole discretion. By sharing User Content within Musixmatch (or via any API provided by or on behalf of Musixmatch or any Third Party Application and/or Sites) you warrant that you have permission to provide Musixmatch with such User Content and that you are not breaching any other party’s rights to privacy, publicity rights, copyrights or contractual rights.
4.4 You understand and agree that if you post or provide any User Content to Musixmatch which breaches any of these Terms, we have the right to remove the content, at our sole discretion, and terminate your account and you will be responsible to us for any issues arising out of a breach of these Terms.
4.5 Please note that we cannot accept any User Content containing any music, save where expressly permitted in writing by us.
4.6 Information or User Content provided by other Users may contain inaccurate, inappropriate or offensive material, products or services, and we assume no responsibility or liability for this material. User Content must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, violate any confidentiality agreement or other contract or be otherwise injurious to third parties or objectionable and must not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Content. We have the right but not the obligation to refuse to post or publish, or remove or edit any posting or submission of User Content. We do not actively monitor User Content and take no responsibility and assume no liability for any User Content.
4.7 By submitting the User Content to us, you grant us and our affiliates the right to use the username that you submit in connection with such User Content. You grant to us a revocable, non-exclusive, worldwide right and licence, or another equivalent right to use, all the trademarks, service marks, trade dress, artwork, names, likenesses and biographical material associated with the User Content, your username, or your account in connection with your use of and our operation of Musixmatch. You are solely responsible for any necessary payments that may become due to any third parties as the result of your posting of or linking to the User Content and our use thereof on the Website.
4.8 The following is a partial list of the kind of User Content that is illegal or prohibited on Musixmatch. We reserve the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending User Content from the Website or Services and terminating the access to Musixmatch of such violators. Prohibited User Content includes content that:
a) is obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
b) harasses or advocates harassment of another person;
c) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming”;
d) consists of information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
e) consists of an illegal or unauthorized copy of a copyrighted work, such as sound recordings, musical compositions and videos in which you do not personally own the copyright or otherwise do not have the necessary authority from the copyright owner(s);
f) computer programs or links to them or providing information to circumvent manufacturer-installed copy-protect devices, or infringing materials;
g) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page);
h) provides material that exploits people under the age of 18 or solicits personal information from anyone under 18;
i) provides instructional information about illegal activities;
j) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
k) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
l) violates anyone’s right of privacy; or
m) uses any unfair, misleading or deceptive content intended to draw traffic to the profile.
4.9 You hereby waive all moral rights and similar rights in any jurisdiction, including any rights to object to derogatory treatment of the User Content to which you may now or at any future time be entitled.
4.10 If you provide any feedback, ideas, or suggestions to us in connection with the Service, including when communicating us via our instant messaging platform ("Feedback"), you acknowledge that the Feedback is not confidential and you authorise us to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
5. AVAILABILITY OF SERVICES
5.1 We will do our best to offer you a smooth service, but we give no guarantees that Musixmatch will be free from faults or that the Services will be provided uninterrupted. If a fault does occur, please report it to Customer Services and we will attempt to correct the fault as soon as we reasonably can.
5.2 We will occasionally restrict your access to the Website or to the Services to carry out repairs, maintenance or to introduce new functionality or services and we will endeavour to keep disruption to a minimum.
5.3 New Services are subject to a period of testing. This means that a new Service may not perform with complete functionality, may be undergoing testing, may be inconsistently available, may have software “bugs” being fixed by us and may have other issues affecting availability and functionality.
6. LEGAL PROTECTION AND LIMITATIONS
6.1 You acknowledge that Musixmatch (and any other applications) licensed by us to you are our property and all intellectual property rights in the Application, the Services and the technology used or supported by the Application, anywhere in the world belong to us. You have no right to access the Application in source-code form at any time. You are granted only a limited, revocable, non-exclusive, non-transferable (without the right to sublicense) licence to use MusiXmatch or any Third Party Application for the purpose of accessing and using the Services. You agree not to disassemble, de-compile, reverse engineer, or otherwise attempt to gain access to the source code of the Application or Services or any Third Party Application. You will not copy any part of Musixmatch or any Third Party Applications and/or Sites or make commercial use of, rent, lease, loan, sell, publish, license, sublicense, distribute, assign or otherwise transfer any part of Musixmatch to any person.
6.2 You agree to not use Musixmatch to:
a) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Services;
b) interfere with or disrupt Musixmatch or servers or networks, or disobey any requirements, procedures, policies or regulations of networks connected to these;
c) collect or store personal data about other Users of Musixmatch; or
d) harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent.
6.3 You will not alter, destroy, obscure, or otherwise remove any copyright or proprietary notices or labels on or embedded within any part of Musixmatch and/or any Third Party Applications.
6.4 You agree to not use Musixmatch or export any portion of it in violation of U.S. export regulations.
6.5 You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. list of prohibited or restricted parties.
6.6 Any content provided by us as part of Musixmatch, including but not limited to ringtones, lyrics, artist information and downloads contains copyrighted material, trademarks and other proprietary rights belonging to us and our licensors. All right, title and interest in and to such content vests in us and our licensors. You are granted a limited, revocable, non-exclusive licence to display that content as part of the Services solely for your own personal non-commercial use. Except as expressly authorized by us, you may not copy, modify, translate, reproduce, distribute, publish, broadcast, perform, display, sell, assign, lease, create derivative works from or sub-license that content, in whole or in part. We reserve any rights not expressly granted herein.
6.7 YOUR USE OF MUSIXMATCH IS AT YOUR SOLE RISK. MUSIXMATCH IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND STATUTORY REMEDIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY THAT
a) MUSIXMATCH WILL MEET YOUR REQUIREMENTS,
b) DELIVERY OF ANY PORTION OF MUSIXMATCH WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MUSIXMATCH WILL BE ACCURATE OR RELIABLE,
d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS,
e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED,
f) ANY PORTION OF MUSIXMATCH OR ANY OTHER APPLICATION PROVIDED BY US WILL BE OF SATISFACTORY QUALITY, FAULT OR VIRUS FREE OR UNINTERRUPTED OR SATISFY ANY CONDITIONS OF QUALITY AND FITNESS FOR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE MUSIXMATCH SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
6.8 Under no circumstances will we or our subsidiaries, and affiliates, suppliers and their respective owners, officers, manager, members, agents and employees, be liable to you for loss of profits, business interruptions, loss of business information, loss of business, opportunity or other pecuniary loss, loss of data or any direct, indirect, incidental, consequential, special, exemplary, or punitive damages or losses, whether based in contract, tort or otherwise, arising out of or in connection with use of, or inability to use Musixmatch (and any other applications) which we license to you, any content delivered to you or Musixmatch, whether or not we have been advised of the possibility of such damages or loss. In any event, our liability to you shall be limited to typical and foreseeable damage and shall not exceed the fees paid by you for a 3 month period or the maximum amount of (Euro 15), whichever is higher.
6.9 Some jurisdictions (countries, provinces, states) absolutely prohibit some limitations on liability, disclaimer of warranties or exclusion of direct or consequential damages. In such cases only the above disclaimers, limitations or exclusions may not apply to you to their full extent.
6.10 You acknowledge and agree that we are merely a passive conduit and hosting service for User Content and we play no active role in the distribution or presentation of User Content. We do not review or monitor User Content to ensure it is compliant with these Terms and applicable law. It is solely your responsibility to ensure User Content is acceptable and compliant.
6.11 You hereby indemnify and hold harmless, and upon our request, defend, us, our affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of your breach of these Terms, any User Content you post or otherwise contribute, any activity in which you engage on or through the Service, your violation of any law or the rights of any third party, and any claim, action, or proceeding brought by a third party based on a breach of any warranty, representation, covenant or obligation by you under these Terms. You will reimburse us and our affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section, provided that we attempt to obtain your written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and you shall assume control of the defence of such claim upon our request. We shall have the right, at your expense, to participate in the defence thereof under your direction.
6.12 Nothing in these Terms shall be construed so as to exclude or limit our liability or that of any third party for death or personal injury as a result of negligence.
6.13 We will endeavour to comply with mandatory local regulations of public policy, but disclaim all and any liability, apart from the liability assumed within these Terms, to the maximum extent permitted by law.
7. API TERMS
7.1 If you use an application programming interface provided by or on behalf of Musixmatch or any Third Party Application and/or Sites in order to deliver any lyrics and/or metadata to us ("API"), subject to your compliance with these Terms or any other agreement between us, we grant to you a non-exclusive licence for users authorised by Musixmatch in writing (“Authorised Users”) to access the API on your behalf via an API key (or other log-in credentials) provided by Musixmatch (“API Key”) solely for the purposes of delivering the lyrics and/or metadata, as applicable, to us under these Terms or any other agreement between us.
7.2 You agree the following:
7.2.1 you may access (or attempt to access) and use the API only by the means described in any API documentation provided by Musixmatch to you (“API Documentation”);
7.2.2 the API and API Key may only be used by Authorised Users for internal purposes in order to deliver the lyrics and/or metadata, as applicable, to us under these Terms or any other agreement between us;
7.2.3 you must use the API Key as your sole means of accessing the API (unless otherwise agreed) and you must only use the API Key in accordance with the API Documentation;
7.2.4 you must keep the API Key secure and immediately notify Musixmatch in writing on becoming aware of any unauthorized use of the API Key, including if it is lost, stolen or in any way compromised; and
7.2.5 you shall not, and shall ensure that each Authorised User does not:
a) remove any proprietary notices from the API or any data or information published or made available through the API, along with any related metadata (“API Data”) or combine or integrate the API or API Data with any of your software, technology, services or materials not approved in advance in writing by Musixmatch;
b) use the API or API Data in a way that could impair, harm or damage Musixmatch, or any of Musixmatch’s Services or Applications, or anyone's use of the API or Musixmatch’s Services or Applications;
c) use the API to disrupt, interfere with, or attempt to gain unauthorised access to services, servers, or networks connected to or which can be accessed via the API or disobey any of Musixmatch’s requirements, procedures, policies or regulations of networks connected to the API or disrupt, interfere, or attempt to disrupt or interfere, in any manner with the functionality or proper working of the API, including by introducing or attempting to introduce any virus or vulnerability through your use of the API, API Key or otherwise;
d) use the API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any intellectual property or other right of any person, or that violates any applicable law (including but not limited to privacy or data protection laws and regulations);
e) extract, reutilise, exploit, distribute, disseminate, sell, transfer, transmit, copy, store, adapt, reverse engineer, decompile, disassemble, decode, modify, adapt or make error corrections to, or create derivative works or otherwise derive source code, trade secrets or know-how from, the API or API Data, in whole or in part;
f) use the API in any way that threatens the integrity, performance or reliability of the API or any Service or Application Musixmatch offers;
g) access all or any part of the API or API Data to build a product and/or service which competes with the API or any of Musixmatch’s Services or Applications or any part thereof;
h) circumvent or modify or seek to circumvent or modify any API Keys or pass or allow access to the API Keys, API, API Data or API Documentation to any third party or sub-licence access to the API;
i) use any robot, spider, scraping, site search/retrieval application or other device to retrieve, index, access or use any portion of the API, including API Data; or
j) use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of the API Documentation.
7.3 Any act or omission by an Authorised User that would constitute a breach of these Terms or any other agreement between us if taken by you will be deemed a breach by you. You shall take reasonable efforts to make all Authorised Users aware of these provisions as applicable to such Authorised Users and shall cause Authorised Users to comply with such provisions.
7.4 You shall monitor the use of the API (including any API Data) for any activity that breaches applicable laws, rules and regulations or any of these Terms, including any fraudulent, inappropriate, or potentially harmful behaviour, promptly restrict any offending users of the API from further use and immediately notify Musixmatch in writing on becoming aware of such activity.
7.5 Musixmatch does not warrant that your use of the API will be uninterrupted or error-free, meet your requirements or be free from vulnerabilities or viruses. Musixmatch provides the API “as is” and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the API may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Musixmatch shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Musixmatch by you in connection with the API, or any actions taken by Musixmatch at your direction. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.
7.6 As between us, Musixmatch retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the API, the API Data and any content created or derived therefrom. If you provide feedback or suggestions about the API, then Musixmatch may use such information without obligation to you. You shall have no rights in or to the same other than the right to use the API solely in accordance with these Terms. Musixmatch reserves all rights not expressly granted by it herein, and no rights or licenses are granted by implication or estoppel.
7.7 In the event of a breach by you of these Terms or any other agreement between us, we may terminate or suspend your access to and use of the API on written notice with immediate effect. We shall be entitled to suspend your access to and use of the API until such time as the breach is remedied to our satisfaction.
8. GENERAL
8.1 These Terms are not intended to give rights to anyone except you and us, unless otherwise expressly indicated by us within these Terms. We may assign our rights and obligation under these Terms without your prior consent to any new provider of Musixmatch.
8.2 If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then the provision will be deleted. Any such deletion will not affect the validity and enforceability of any of the other provisions of these Terms.
8.3 You may at any time unsubscribe or cancel your Musixmatch account, subscription or any other relationship with Musixmatch which is being governed by these Terms via Third Party Sites. Please note, however, that Musixmatch will not make any refunds, except in exceptional circumstances involving material breach on our part, and you will remain liable for payment of any part of Musixmatch Services that you have already used or previously committed to.
8.4 We may at any time terminate your account or prevent you from gaining access to Musixmatch. If we terminate your account, we may immediately delete all the files and information on your profile and prevent you accessing your profile. We will use reasonable efforts to give you notice of termination or suspension of access to Musixmatch, but this may not always be possible. We will not be liable to you or to any third party for termination or for any permanent or temporary suspension of any of the Website, Application or Services. If you are a paying customer and our Services to you are terminated you may be entitled to a refund of the reasonable part of any charges paid by you as set out in these Terms or on our Website.
8.5 We will not be liable to you or to any third party for any failure, suspension and/or termination of access to Musixmatch in connection with or arising out of a force majeure event including, without limitation, strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, pandemics or epidemics, war or terrorist activity, riot, civil commotion, malicious damage, compliance with any law or government order, rule regulation or direction, accident or breakdown of plant or machinery, fire, flood, storm or default of suppliers, and where they are beyond our reasonable control, any other acts, events, omissions or accidents. We may provide you with notices regarding Musixmatch or these Terms by post to any address you have given us, by email, by SMS message or by postings to the Website.
8.6 These Terms and the relationship between you and us and any dispute or claim arising out of or in connection with these Terms or their subject matter or formulation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales. You and we agree to submit to the exclusive jurisdiction of the courts of England and Wales.
8.7 We may amend these Terms at any time by posting the amended terms on our Website and/or by amending the Terms as they are accessed from the Application on your Device. It is your responsibility to review these Terms from time to time to check if they have been amended. The effective date of each new version the Terms will be included at the top of the Terms page. If you continue to use the Application and/or Services or you download any content or upgrade any of the Services after we have posted any amended terms that will demonstrate that you accept our updated Terms. Should you not accept these amendments, you may terminate the Services.
8.8 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you or if we delay in doing so this does not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
8.9 A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any of these Terms.
See also our Privacy Policy and Cookie Policy.
Last Updated April 2021
