SOCAN DEVELOPER PORTAL
The Society of Composers, Authors and Music Publishers of Canada (“SOCAN”) may, in its sole discretion and for any reason, modify, supplement or amend these Terms and Conditions without any notice or liability to you or any other person, by posting revised Terms and Conditions on the Website. Your continued use of the Website signifies your acceptance of any revised Terms and Conditions, so check back frequently to read the most recent version.
The Website, its design, all text, graphics, content, video, audio and the selection and arrangement of the Website are the property of SOCAN, and/or its various subsidiaries, affiliates, third party providers and distributors (“Third Parties”), and are protected under the copyright laws of Canada and other countries. None of the content found on the Website may be reproduced, republished, distributed, displayed, sold, transferred, or modified without the express written permission of SOCAN or the applicable Third Parties.
The Website, and all other related trademarks and design marks displayed on the Website (collectively, the “Trademarks”) are registered and common law trademarks of SOCAN. Other trademarks and design marks appearing on this website are trademarks of their respective owners. Nothing contained on the Website should be construed as granting, by implication or otherwise, any license or right to use any trademarks, including the Trademarks, except with the express written permission of SOCAN or the other party that may own the applicable trademarks.
All content included on this Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of SOCAN or its content suppliers and protected by Canadian and international copyright laws. The compilation of all content on this Website is the exclusive property of SOCAN and protected by Canadian and international copyright laws. All software used on this website is the property of SOCAN or its software suppliers and protected by Canadian and international copyright laws.
Use of Site
Neither the Website nor its content may be, in whole or in part, copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of SOCAN, except that you may download, display and print the content presented on the Website for your personal, non-commercial use only. Unauthorized use of the Website and/or the content contained on the Website may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained within the content on this website. The use of that content on any other website or in any environment of networked computers is prohibited. Except as expressly set out in these Terms and Conditions, you are not permitted to engage in any resale or commercial use of the Website or its contents; any derivative use of the Website or its contents; any downloading or copying of information from the Website for the benefit of a third party; or any use of data mining, robots, or similar data gathering and extraction tools on the Website.
You are prohibited from contributing, posting or transmitting to this website any infringing, unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane content or any content that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any law and does 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 e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. SOCAN reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
In its sole discretion, in addition to any other rights or remedies available to SOCAN and without any liability whatsoever, SOCAN may at any time and without notice may terminate or restrict your access to any component of the Website.
User Name and Password
Your Website account may be accessed only by use of your login name and password. You are solely responsible and liable for any use and misuse of your login name and password and for all activities that occur under your login name and password. For security reasons, you must keep your login name and password confidential and not disclose them to any person or permit any other person to use them, except an authorized representative of SOCAN. SOCAN recommends that you choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis, and you must log out at the end of each session.
All login names and passwords remain the property of SOCAN, and may be cancelled or suspended at any time by SOCAN without any notice or liability to you or any other person. SOCAN is not under any obligation to verify the actual identity or authority of the user of any login name or password.
You must immediately notify SOCAN of any unauthorized use of your login name or password, or if you know or suspect that your login name or password has been lost or stolen, has become known to any other person, or has been otherwise compromised.
SOCAN may enable visitors to the Website to provide SOCAN with feedback by email or otherwise or to provide content (“User Content”). If you provide User Content you grant SOCAN a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, delete, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display that User Content throughout the world in any media, now known or later developed, for any purpose whatsoever, commercial or otherwise, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence, and you waive any and all moral rights in the User Content. You also grant SOCAN the right to use the name you submit with the User Content, if any, in connection with SOCAN’s rights set out in this section.
API License Grant. SOCAN grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) limited license to use the SOCAN application programming interfaces and any other tools, license keys and information that may be made available to you by SOCAN in connection with such application programming interfaces, including upgrades, updates, fixes, modifications, new releases, in whole or in part as may be made available by SOCAN from time to time in its sole discretion (collectively, each an “API”, or together, the “APIs”) solely to enable your software application (an “Application”) to interact with the SOCAN network, (the “SOCAN Network”) subject to the restrictions set forth in these Terms and Conditions.
API Call Limitations. The number of API calls you will be permitted to make during any given period may be limited. SOCAN will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. If a limit is not otherwise specified by SOCAN, the limit shall be deemed to be 10,000 calls per day.
Permitted Uses. Your use of the APIs is permitted only for the purpose of enabling the interaction of the Application and the SOCAN Network to facilitate the proper fulfillment of SOCAN’s business requirements. You may not use the APIs to access the SOCAN Network.
Application Guidelines. You may develop, display or distribute Applications that interact with the APIs. You agree that you are solely responsible for the Applications that you develop and Applications must comply with all reasonable requirements communicated to you by SOCAN from time to time. You will ensure that your Application complies with applicable law and does not infringe the intellectual property rights of any third party. Your use of the APIs may not subject any SOCAN software to any third party licensee.
Restrictions. You may not use or access (nor facilitate or enable others to use or access) the SOCAN Network directly in any way. For example, you will not and you will not facilitate or enable others to: distribute, publish, or allow access or linking to the APIs from any location or source other than your Application; copy, translate, disassemble, decompile, reverse-engineer (to the extent permitted by applicable law), reverse-assemble, reverse compile, create derivative works, assign, sublicense, distribute, rent, lend, timeshare, network, sell or lease the APIs or otherwise allow third parties to access the APIs (except as expressly permitted herein) without the express written consent of SOCAN; unbundle individual or component parts of the APIs; have your Application or your use of the APIs: (i) be false, inaccurate or misleading; (ii) infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory, trade libelous, threatening or harassing; (v) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create liability for SOCAN or cause SOCAN to lose (in whole or in part) the services of any providers or suppliers; or remove, alter or obscure any SOCAN proprietary notices contained on or affixed to the APIs. Please note that some Applications will require consent from a SOCAN Member before data can be transmitted through an Application to the SOCAN Network.
API Modifications. SOCAN may modify the APIs, permitted API calls, the permitted uses under these Terms and Conditions, or any of the benefits and/or features provided in connection with your use of the APIs at any time with or without notice to you. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with or interface with the APIs.
Right to Monitor and Audit. You agree that SOCAN may monitor or audit your Application or activities relating to your use of the APIs. You will not seek to block or otherwise interfere with the monitoring or audit, and SOCAN may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and information and visits to your facilities. Your failure to reasonably comply with SOCAN’s efforts to audit your compliance with these Terms and Conditions shall constitute a material breach of these Terms and Conditions.
Remedy for Breach. If SOCAN, in its sole discretion, believes that you or your service providers have breached these Terms and Conditions, or that you or your service providers have engaged in fraudulent activity, SOCAN may take any and all steps it deems appropriate, including issuing a warning, conducting an investigation, suspending or terminating your API license.
Corrective Action. In addition to any other available remedies, SOCAN may, at its sole discretion, seek specific performance, injunctive relief or legal fees. SOCAN reserves the right to take other corrective action as SOCAN sees fit in the event that SOCAN receives complaints from SOCAN members about your Application or your actions.
Ownership. As between SOCAN and you: (i) SOCAN retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the APIs, and any content SOCAN created or derived therefrom; and (ii) you retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your Application, excluding the aforementioned rights in subparagraph (i) above owned by or licensed to SOCAN. There are no implied licenses under these Terms and Conditions, and any rights not expressly granted to you hereunder are reserved by SOCAN or its suppliers. You will not take any action inconsistent with SOCAN’s ownership of the APIs. Neither party will exceed the scope of the licenses granted hereunder. You may provide SOCAN with feedback concerning the APIs or otherwise, and you agree that SOCAN will be free to copy, modify, create derivative works, publicly display, distribute and otherwise use that feedback for any and all purposes with no obligation of any kind to you.
Competitive or Similar Materials. In no event will SOCAN be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with your Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.
Website and API Disclaimer. SOCAN makes no guarantees with respect to the availability or uptime of the Website or the APIs. SOCAN may conduct maintenance on or stop providing the Website or the APIs, at any time with or without notice to you. SOCAN may change the method of access to the Website or the APIs at any time. It is in the best interests of both parties that SOCAN maintain a secure and stable environment. In the event of degradation or instability of SOCAN’s system or an emergency, SOCAN may, in its sole discretion, temporarily suspend your access to the Website or the APIs under these Terms and Conditions. THE WEBSITE AND THE APIs ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND USE BY YOU OF THE WEBSITE AND THE APIs IS SOLELY AT YOUR OWN RISK. SOCAN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE WEBSITE OR THE APIs, WHETHER EXPRESS OR IMPLIED, AND SOCAN DISCLAIMS ALL IMPLIED REPRESENTATIONS, IMPLIED WARRANTIES AND IMPLIED CONDITIONS, WHETHER STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR FREE OPERATION, QUALITY, TITLE, ACCESSIBILITY, NON-INFRINGEMENT OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. SOCAN DOES NOT HAVE ANY OBLIGATION TO CORRECT ERRORS NOR TO SUPPORT THE WEBSITE OR THE APIs UNDER THIS AGREEMENT, NOR DOES SOCAN MAKE ANY PROMISES THAT THE WEBSITE OR APIs WILL BE FREE OF ERRORS, OR IS SUITABLE FOR YOUR COMMERCIAL NEEDS.
Limitation of Liability
IN NO EVENT WILL SOCAN BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, ANY LOST PROFITS, LOST SAVINGS, LOSS OF USE, BUSINESS INTERRUPTON, PUNITIVE, EXEMPLARY, AGGRAVATED OR ECONOMIC DAMAGES, ARISING FROM OR CONNECTED WITH THESE TERMS AND CONDITIONS, THE WEBSITE OR USE OF THE APIs PROVIDED BY SOCAN, HOWSOEVER CAUSED WHETHER IN CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, MISREPRESENTATION OR OTHERWISE) EVEN IF SOCAN OR ANY OF ITS LAWFUL AGENTS, CONTRACTORS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. IN NO EVENT WILL SOCAN’S AGGREGATE LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER, WHETHER IN CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, MISREPRESENTATION OR OTHERWISE) EXCEED $100. IN NO EVENT WILL SOCAN BE LIABLE TO YOU FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, SOCAN’S CONTRACTORS, THIRD-PARTY SUPPLIER OF PRODUCTS OR SERVICES, DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF SOCAN.
FOR THE PURPOSES OF THIS SECTION, SOCAN SHALL INCLUDE SOCAN’S AFFILIATES AND ITS AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.
You will indemnify, defend and hold SOCAN, its employees, agents, consultants, subsidiaries, partners, affiliates, and licensors harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including legal fees) (collectively, “Claims”) that may arise from or are related to (i) your use of the APIs or the Website; (ii) your breach or alleged breach of these Terms and Conditions; or (iii) the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. At SOCAN’s option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, SOCAN may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you will not settle any such Claim without SOCAN’s prior written consent).
The term of these Terms and Conditions will begin when you click the “I Accept” button below. It will continue until terminated in accordance with these Terms and Conditions.
Your right to use the Website and the APIs will terminate automatically without notice if you fail to comply with any of the Terms and Conditions. The API license that is granted hereunder is dependent on your compliance with these Terms and Conditions and terminates automatically if you fail to comply with the terms. SOCAN RESERVES THE RIGHT TO TERMINATE OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE WEBSITE AND/OR THE APIs, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO SOCAN.
Effect of Termination
Upon the termination of these Terms and Conditions all licenses granted hereunder will terminate. The following Sections will survive any termination of these Terms and Conditions: Definitions, Restricted Activities, Ownership, Disclaimer of Warranties, Limitation of Liability, Indemnification, Effect of Termination, Confidentiality, Law and Venue and Miscellaneous.
For purposes of these Terms and Conditions: “Confidential Information” will include all information provided by SOCAN to you under these Terms and Conditions, including without limitation, the APIs and any information which you might obtain from or in relation to the SOCAN Network. You will not use or disclose Confidential Information other than as required to perform under and permitted by these Terms and Conditions. Your confidentiality obligations will survive the termination or expiry of these Terms and Conditions. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that SOCAN will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information provided by you to SOCAN hereunder is considered by SOCAN to be non-confidential. SOCAN has no duty, express or implied, to pay any compensation for the disclosure or use of any such information provided by you to SOCAN.
You will not make any public statement regarding these Terms and Conditions, the terms of these Terms and Conditions, any aspect thereof, or the APIs without SOCAN’s prior written approval which may be withheld in SOCAN’s sole discretion. You permit SOCAN to make public statements about your use of the APIs.
A waiver of any default is not a waiver of any subsequent default.
Neither party may assign these Terms and Conditions without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for SOCAN’s assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of SOCAN’s assets or business, or (3) to a related entity (e.g., parent or subsidiary of parent), and upon any such assignment, SOCAN shall be released of its obligations and liabilities to you.
The Website contains links to websites owned or operated by other entities which are not associated or affiliated with SOCAN or the Third Parties. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by SOCAN or the Third Parties of the linked website or information contained in the linked website, or of their security or privacy practices. SOCAN and the Third Parties will not be responsible for the content of any other linked websites and makes no representation or warranty regarding any other websites or the contents on those websites. If you decide to access other websites, you do so at your own risk. Framing of the Website or any of its content in any form and by any method is strictly prohibited.
Linking to any other website is at your sole risk and SOCAN will not be responsible or liable for any damages in connection with such linking. In addition, SOCAN does not endorse or approve of any websites linked from or to the Website, except for other websites operated by SOCAN.
You may not gather, extract, reproduce and/or display on any other non-SOCAN website or other online service, any material on or from the Website, whether or not by the use of spiders or other ‘screen scraping’ software or system used to extract data without the express consent of SOCAN.
If you download any software, we are not responsible or liable for any difficulties or consequences associated with downloading that software. The use of any downloaded software is governed by the terms of the applicable license agreement, if any, which accompanies that software or is provided with that software or in these Terms and Conditions.
The relationship between SOCAN and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms and Conditions or your use of the Website.
Governing Laws, Jurisdiction
You consent and submit to the exclusive jurisdiction of the courts located in the City of Toronto, in the Province of Ontario, Canada, in all disputes arising out of or relating to the use of the Website, the APIs and these Terms and Conditions. This agreement and its performance will be governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable in that Province.
Additional terms and conditions apply to any purchases of products or other services. Additional terms and conditions may also apply to specific website functions available on the Website.
These Terms and Conditions will be severable. In the event that any provision is determined to be unenforceable or invalid, that provision will nonetheless be enforced to the fullest extent permitted by applicable law, and that determination will not affect the validity and enforceability of any other remaining provisions of these Terms and Conditions.
The headings used in these Terms and Conditions are included for convenience only and will not limit or otherwise affect these Terms and Conditions.
These Terms and Conditions, together with those incorporated or referred to in these Terms and Conditions, constitute the entire agreement between us pertaining to the subject matter of these Terms and Conditions, and supersede any prior agreements, understandings, negotiations and discussions, whether electronic, oral or written, regarding the subject matter of these Terms and Conditions, and may not be amended or modified except by SOCAN as set out above. There are no representations, warranties or other agreements between us, express or implied, in connection with the subject matter of these Terms and Conditions, except as specifically set out in these Terms and Conditions or in those incorporated or referred to in these Terms and Conditions. No party has been induced to enter into these Term and Conditions in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included in these Terms and Conditions or in those incorporated or referred to in these Terms and Conditions.
When you visit the Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Please direct enquiries to SOCAN’s registered business address at 41 Valleybrook Drive, Toronto, Ontario M3B 2S6, or e-mail at email@example.com.
The parties have requested that these Terms and Conditions and all documents contemplated by these Terms and Conditions be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par les présentes soient rédigés en anglais.
e-Contract Confirmation of Contract and Print Request