Last Updated November 1, 2019
Thank you for your interest in developing for the Pandora platform! Please read these terms carefully before using our Developer website.
License Grants and Restrictions
License to Developer
Access to Additional Materials
Updates to APIs
License to Pandora
Pandora Data and Listener Data
Term and Termination
Support by Developer
Pandora Proprietary Rights
Use of Pandora Marks and Publicity
Use of Pandora Marks
Representations and Warranties
Disclaimer and Limitation of Liability
Governing Law and Choice of Forum
BY ACCESSING OR USING ANY PORTION OF THE PANDORA MATERIALS, INCLUDING THE DEVELOPER WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE ANY PORTION OF THE PANDORA MATERIALS.
IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF AND BIND SUCH ENTITY OR ORGANIZATION.
Changes to Agreement: We may revise this Agreement from time to time, and you are responsible for periodically checking the Pandora Developer website for changes. Your continued use of the Pandora Materials after a change has been made will constitute your acceptance and agreement to such changes. If you do not want to be bound to any new terms, you must discontinue your use of the Pandora Materials.
- Access URL means the URL given to you by Pandora for a specific CE Device once such CE Device has been approved by Pandora.
- Additional Materials means additional materials and access rights necessary for evaluation, development, testing and distribution of your Developer Application.
- Certified Application means a Developer Application that has been certified by Pandora pursuant to the Certification Process.
- Certified Device means a CE Device that has been certified by Pandora pursuant to the Certification Process.
- Certified Product means a Certified Application or Certified Device.
- CE Device means a consumer electronics device, distinguished by its model number, SKU, or UPC, that is created and distributed by you or by your OEM.
- Developer Application means a platform, software and/or firmware that you create which incorporates Pandora Software.
- Developer Credentials means keys, Access URLs, login credentials, and other credentials needed to access Additional Materials.
- Launch Date means the first date on which a Certified Product is made publicly available.
- License Agreement(s) means any Pandora license agreement(s) you previously accepted in connection with your use of the relevant APIs.
- OEM means an original equipment manufacturer with whom you have a written contract.
- Pandora Content means the content available on the Pandora Service, any metadata regarding that content or Pandora’s content catalogue, and any data or information accessible through the Pandora Service or Pandora Materials.
- Pandora Listener means any end user of the Pandora Service, whether through a Developer Application or otherwise. The term “user,” as used throughout this Agreement, shall have the same meaning as Pandora Listener.
- Pandora Listener Data means data from or about Pandora Listeners, such as device data, registration data, and behavioral or advertising-related data.
- Pandora Marks means trademarks, service marks, logos, brands, trade names, and trade dress used by Pandora to identify its products or services.
- Pandora Materials means the Pandora Developer website, Pandora Software, and all documentation, requirements, data, designs, text, images, graphics, materials (including Additional Materials), and information made available to you in connection with your development for the Pandora Service.
- Pandora Service means the digital content products or services that Pandora makes available to Pandora Listeners and any related service(s) offered in conjunction therewith provided by or for Pandora.
- Pandora Software means any API, SDK, application, or other software that Pandora makes available to you to evaluate, develop, test, or distribute a Developer Application.
- Production Access URL means the Access URL given to you by Pandora for a specific Certified Device for use in production only.
- Territory means the United States of America.
Any use not authorized herein, or by Pandora in writing, is strictly prohibited and a violation of this Agreement. Pandora may revoke and/or terminate your license with respect to any aspect of the Developer Materials at any time, for any or no reason.
Subject to your compliance with this Agreement, including but not limited to the License Restrictions and any Required Features, Pandora hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license, during the Term, to access, use, and make a reasonable number of copies of the Developer Materials in the Territory for the following purposes only:
a. To develop and test a Developer Application, provided that you submit each such application through Pandora's Certification Process and you may not make any Developer Application publicly available unless and until it has been certified as a Certified Application.
a. To evaluate Pandora Software, internally and on a non-commercial basis only, provided that:
i. Pandora may require your acceptance of an evaluation agreement prior to your evaluation of certain Pandora Software.
ii. Before using the Pandora Software, you request and obtain from Pandora any Developer Credentials that Pandora may require for certain Pandora Software for each platform or CE Device on which you wish to evaluate the Pandora Software.
iii. Any Developer Credentials provided for evaluation may not be used in production or for any other commercial uses, and may only be used with the specified platforms or CE Devices.
b. You acknowledge that Pandora has no obligation to provide you with support, software upgrades, enhancements or modifications to the Pandora Materials or Pandora Service in connection with your evaluation of any Pandora Software.
a. CE Devices. To distribute a Certified Application in or on a Certified Device, provided that:
i. You submit each CE Device through Pandora's Certification Process.
ii. Upon certification, Pandora will provide you with a Production Access URL or such other Developer Credentials as are needed to be used with the Certified Device.
iii. You may not distribute or authorize any distribution of the Developer Application on any CE Device until such CE Device is a Certified Device and Pandora has given you any necessary Developer Credentials for such Certified Device.
iv. A Production Access URL may not be used for evaluation of Pandora Software or for any purposes on any CE Device(s) other than the Certified Device for which that Production Access URL is specifically intended.
b. OEMs. To distribute a Certified Application on a Certified Device through an OEM, provided that:
i. Prior to sharing any Certified Application with an OEM, you direct the OEM to review and accept this Agreement.
ii. The OEM must then submit the CE Device(s) on which it desires to integrate the Developer Application through Pandora's Certification Process. Pandora will approve or deny each OEM in its sole discretion.
iii. Upon certification, if necessary, Pandora will provide such OEM with a Production Access URL or such other Developer Credentials as are necessary to be used with the Certified Device for production and distribution purposes.
iv. Neither you nor the OEM may distribute or authorize any distribution of the Developer Application on any CE Device until such CE Device is a Certified Device and Pandora has given you and the OEM any necessary Additional Materials for such Certified Device.
v. Notwithstanding the foregoing, it is your responsibility to take all commercially reasonable efforts to ensure any OEM with which you share any Certified Application abide by this Section.
c. Pandora Software. To distribute the Pandora Software in binary form as part of a Certified Application and solely as described in the relevant documentation.
- Pandora Content. To access and use Pandora Content as enabled by the Pandora Software for the sole purpose of operating a Developer Application in accordance with this Agreement.
- Custom Builds. To access and use custom builds of Pandora Software that Pandora may provide, upon request, for the sole purpose of testing your Developer Application and complying with any posted quality assurance processes. This license shall terminate immediately upon Pandora's notice to you, and in such case you shall promptly remove any custom builds from your device(s).
- Pandora Marks. Use the Pandora Marks only with Pandora's prior written consent in each instance (email approval from an authorized Pandora employee is sufficient), subject to the restrictions set forth below in Section XIII (Use of Pandora Marks and Publicity).
Nothing in this Agreement or that might otherwise be implied by law, will operate to grant you any right, title or interest, implied or otherwise, in or to any intellectual property or other proprietary rights owned or licensed by Pandora, other than as expressly licensed hereunder. Pandora reserves all intellectual property rights not expressly granted hereunder.
Except as expressly permitted herein, you shall not (and shall not enable or authorize any third party to) do any of the following (the "License Restrictions"):
- Copy, sublicense, rent, sell, sell access to, lease, or otherwise transfer or distribute the Pandora Materials, Pandora Service, or Pandora Content, or any portion of the foregoing, to any person or entity;
- Charge Pandora Listeners a fee to access the Pandora Service via a Developer Application, include a Developer Application in any form of a bundled offering that charges Pandora Listeners a fee to access the Pandora Service, or otherwise derive revenue, directly or indirectly, including through any form of advertising, from a Pandora Listener's usage of the Pandora Service via a Developer Application other than through facilitating music purchases by the Pandora Listener from a third party site;
- Decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Pandora Materials or Pandora Service by any means whatsoever;
- Remove any product identification, copyright or other notices from the Pandora Materials or Pandora Service;
- Modify, translate or create a derivative work of any part of the Pandora Materials or Pandora Service;
- Manipulate the Pandora Service in any way, such as by altering or artificially increasing or decreasing play counts or other metrics, through automated means or by influencing people to do so;
- Use, or fail to detect or disable, any viruses, worms, Trojan horses, or other security attack vectors or vulnerabilities that could affect the Pandora Service or Pandora Materials;
- Disclose any aspect of the Pandora Software or make the Pandora Software available to a third party other than an OEM pursuant to the terms of this Agreement;
- Disclose any performance information or analysis (including, without limitation, benchmarks) from any source relating to the Pandora Materials or Pandora Service;
- Create a Developer Application that offers ringtone or alert tone functionality, unless you receive Pandora’s prior written authorization;
- Circumvent a technological measure, descramble a scrambled work, decrypt an encrypted work, or otherwise avoid, bypass, remove, deactivate, or impair a technological measure designed to protect the Pandora Materials or Pandora Service;
- Copy, reproduce, or transfer to third parties any Pandora Content or any other content from the Pandora Materials or the Pandora Service, or allow Pandora Listeners to do so;
- Create a Developer Application that duplicates any functionality of the Pandora Service, including for example a way to interact with the Pandora Service by voice, unless you obtain Pandora’s prior written authorization;
- Create a Developer Application that competes with, or replicates the core Pandora user experience, unless you obtain Pandora’s prior written authorization;
- Abuse the Pandora Service or Pandora Materials, including by excessively querying systems or making service calls that are not required for the development and functioning of your Developer Application;
- Create a Developer Application or use the Pandora Materials in a way that violates, or enables others to violate, applicable laws and regulations, the intellectual property, data privacy, or any other rights of others, the terms of this Agreement, or the developer or user terms of any third party platforms or app stores on which you make your Developer Application available;
- Implement any “app sniffing” functionality which is able to detect the presence of applications on a user’s device without obtaining the user’s explicit permission;
- Create a Developer Application that contains, condones, or encourages unlawful activity, or speech or behavior that violates the letter or the spirit of the Pandora Community & Content Policy;
- Use any software, code, scripts, software development kits (SDKs), cookies, tags or other instructions or mechanisms that are designed to collect or that do collect Pandora Listener Data or data from a Developer Application for any purpose;
- Create a Developer Application or use the Pandora Materials in a way that impacts Pandora’s consumer goodwill or commercial standing, that disparages or harms Pandora or its partners and corporate affiliates, or otherwise harms Pandora, the Pandora Service, and the Pandora Materials; or
- Limit, circumvent, or otherwise disrupt any advertising intended to be delivered by Pandora to the Pandora Listener.
You acknowledge that we will monitor your usage of the Pandora Materials and Pandora Service to ensure your compliance with this Agreement, and you agree that your use of the Pandora Materials may be subject to additional restrictions as Pandora may require in its sole discretion from time to time including, for example, restrictions to limit excessive calls to Pandora's servers or systems, or to prevent any other activity that would disable, disrupt or degrade the performance of Pandora's servers or interfere with the performance of the Pandora Service, the Pandora Materials, or any other Pandora application. Pandora may, at any time, limit or revoke your access to the Pandora Materials or Pandora Service for the foregoing reasons or for any reason at all.
In order to access the Additional Materials, you must submit an application to be approved by Pandora in its sole discretion, and register for the Pandora Developer website. After Pandora approves your application, you will be given Developer Credentials in the form of login credentials and other important information. The username and password you use to log into the Pandora Developer website and any additional Developer Credentials (including, but not limited to usernames, passwords, or keys) provided to you are for your use only. You agree to not share Developer Credentials with anyone else.
Pandora may release subsequent versions of Pandora Software. You are responsible for reviewing the Developer website to stay apprised of Pandora Software updates and making any required changes to your Developer Application.
The Pandora Materials may include third-party software subject to an open source license. This software is made available to you under the terms of the applicable licenses.
You grant to us a fully paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license for the Term of this Agreement, to:
- Use, perform, make available, publicly display, reproduce, and distribute your Developer Application in order for Pandora to certify your Developer Application, to ensure compliance with this Agreement, or as you otherwise authorize in writing;
- With your prior written authorization, use your name, likeness, trademarks, service marks, logos, brand names or trade names (your "Marks") to the extent they are incorporated into your Developer Application and in connection with the provision, maintenance, development and promotion of the Pandora Materials and Pandora Service;
Upon termination of this Agreement and Pandora's receipt of your written request, Pandora will make commercially reasonable efforts, in its sole discretion, to remove references or links to your Developer Application and any of your Marks from the Pandora Materials.
You must submit each Developer Application and, if applicable, any CE Device necessary to execute the Pandora-related functions of the Developer Application (each a "Submitted Product") to Pandora's Certification Process as described below.
- Requirements. Each Submitted Product must meet (i) the Required Features specified below, and (ii) any applicable specifications provided by Pandora or set forth in the Pandora Developer website.
- Submission Details. Include the name of the Submitted Product.
a. For CE Devices: Include the model name and number, the model year, and the device type according to Pandora-specified categories. You must submit at least one sample of each CE Device for certification. If necessary for testing and certification, you agree to send to Pandora one or more additional samples of the applicable CE Device if requested. Sample devices will not be returned. On written approval from Pandora, submission of the applicable reference board in lieu of the actual CE Device for certification by Pandora will be sufficient.
- Approval. Pandora will notify you in writing (including by email) if your Submitted Product is approved as a Certified Product.
- Credentials. For each Certified Product, Pandora will (a) Assign a unique set of API credentials or Access URL; and (b) provide you (or your OEM) with additional credentials, as necessary, to allow Pandora Listeners to access the Pandora Service utilizing such Certified Product.
a. All credentials issued to you in connection with a Certified Product may be used only with that Certified Product and not with any other current or future products unless approved by Pandora in writing (email is sufficient).
- Changes. If you make any changes to the Certified Product (even if such changes are requested by Pandora through the Certification Process), you must re-submit the Application or CE Device through this Certification Process unless an alternative arrangement has been agreed on in writing (email is sufficient) between the parties.
- No Obligation. You acknowledge and agree that, notwithstanding any language to the contrary in this Agreement, Pandora is under no obligation to certify any Submitted Product.
You agree to comply with all requirements associated with the API or other Pandora Software, including minimum feature requirements, documentation, device-specific implementation guides, and associated certification requirements. Satisfaction of the minimum features does not guarantee approval by Pandora.
- Prior to using Pandora Software, you must have industry-standard security and protections in place for Pandora Listener Data, Pandora Content and Pandora Materials that may be accessed, used, or processed by you. In the event that any third party provides services to you, you are responsible for the security measures used by such third parties.
- You must ensure that any data you receive, derive, cache, or collect from Pandora, including Pandora Listener Data, Pandora Materials or Pandora Content, is stored securely and safely from unauthorized access, disclosure, or loss.
- You may not sell, transfer, sublicense or otherwise disclose your Developer Credentials to any other party, nor may you use either for any purpose other than as described in this Agreement.
- You are responsible for the security and confidentiality of your Developer Credentials. Should you become aware of any compromise you agree to notify Pandora immediately and cooperate with Pandora in the prevention and/or investigation of any unauthorized access.
- If there is any violation of any term in this Agreement, we may enforce the terms of this Agreement with or without notice to you, at our discretion. Such enforcement may include disabling or revoking your Developer Credentials, requiring you to delete all data, or other actions that we deem appropriate.
- Pandora may, at its own discretion, limit the access or number of calls made by your Developer Application or prevent the use of the Pandora Software, with or without notice to you.
- You agree that Pandora may monitor and collect usage data in connection with your use of the Pandora Software to improve the Pandora Service and/or verify compliance with this Agreement. You also agree not to prevent Pandora from monitoring your use of the Pandora Software, and to provide Pandora with reasonable access to verify your compliance with this Agreement. In the event of any interference, Pandora may implement technical measures to overcome such interference.
- Upon our request, you agree to provide proof that your Developer Application complies with the terms of this Agreement.
- We reserve the right to modify the Pandora Software at any time, with or without notice to you. You may also be required to obtain and use the most recent version of the Pandora Software to ensure operability and functionality of your Developer Application.
- If you become aware of any violation of this Agreement, please notify us immediately.
- You agree not to circumvent any usage restrictions, content protection measures, or privacy features offered by Pandora.
- You agree to only access or request the Pandora Listener Data, Pandora Content, or Pandora Materials that is actually needed for the effective operation of the Developer Application, and, you may not retain any Pandora Listener Data for longer than is reasonably necessary.
- You agree not to analyze Pandora Content, Pandora Materials, Pandora Service, or Pandora Listener Data for any purposes, whatsoever, including for usage statistics, functionality, benchmarketing, or user metrics.
- You must not, and must not attempt to, collect and/or sell any Pandora Listener Data, Pandora Materials, and other data obtained from Pandora.
- You agree not to email Pandora Listeners without their explicit consent, or collect or attempt to collect any Pandora Listener email addresses unless given explicit, written permission by Pandora.
- You agree to obtain explicit consent from Pandora Listeners in the event that such Pandora Listeners provide any data to Pandora that may then be displayed to you via the Developer Application.
- Pandora Listener Data may be cached only for the purpose of maintaining the operation of the Developer Application and only for such Pandora Listeners who access your Developer Application. Pandora Listener Data must be current, and you agree to delete any cached Pandora Listener Data immediately in the event a Pandora Listener logs out or becomes inactive for a period of thirty (30) or more days.
- You agree that your Developer Application and/or Certified Product will provide easy and accessible options for Pandora Listeners to log out, delete, or disconnect their Pandora accounts from your Developer Application; and, upon such event you also agree to no longer request or process any data related to those Pandora Listeners.
- In the event that your use of the Developer Application is terminated by Pandora, you agree to delete all data collected or derived from Pandora Materials, Pandora Listener Data, Pandora Content and the Pandora Service.
- If Pandora notifies you of any deletion, erasure, limitation, or other restrictions with regard to Pandora Listener Data, you agree to comply with such notification.
- You must maintain up-to-date user agreement(s) with users of your Developer Application, which must include the following terms:
a. disclaim any implied warranties with respect to the Pandora Service and Pandora Materials, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
b. prohibit decompiling, reverse engineering, or disassembling the Pandora Service and Pandora Materials to source code or other human-readable form;
c. prohibit any modification or creation of derivative works based on the Pandora Service or any Pandora Content;
d. provide that you are responsible for your products and the Developer Application, and that you disclaim any liability on the part of any third party, including Pandora; and
e. identify Pandora as a third party beneficiary of your user agreement(s), with the right to enforce such agreement(s).
a. a description of the information you collect from end users;
b. a clear and conspicuous statement of how you collect, use, and share end user information; and
- If you have actual knowledge that an end user is under the age of 13, you must prevent such end users from using the Pandora Service on your Developer Application. If your Developer Application is targeted to children under the age of 13, you may not use the Pandora Software.
- If your Developer Application incorporates or uses content submitted or generated by third parties, you agree to comply with and take all steps necessary to become a registered agent under the Digital Millennium Copyright Act (“DMCA”).
Term. This Agreement will commence on the date you first access or use the Pandora Materials and will remain in effect until terminated as set forth below (the "Term").
Termination. The licenses granted to you under this Agreement will terminate automatically and without notice if you fail to comply with them. Pandora may terminate this Agreement at any time, for any reason or for no reason, without any liability to you or your users, with or without notice to you by terminating your Developer Credentials or otherwise terminating your access to the Pandora Materials. You may terminate this Agreement by ceasing all use of the Pandora Materials and notifying Pandora.
Effects Upon Termination. If this Agreement is terminated, you agree that you will (and will cause your affiliates and vendors or service partners to) (A) immediately cease access to, and use of, the Pandora Materials, (B) immediately cease marketing and distribution of any Certified Applications or Devices, and (C) promptly delete all Pandora Materials and Confidential Information received hereunder.
Survival. The following sections of this Agreement shall survive the expiration or termination of this Agreement: Definitions, License Restrictions, License to Pandora, Security, Pandora Data and Listener Data, Term and Termination, Feedback, Pandora Proprietary Rights, Use of Pandora Marks and Publicity, Representations and Warranties, Confidentiality, Indemnification, Disclaimer and Limitation of Liability, Governing Law and Choice of Forum, and Miscellaneous.
If, after the Launch Date, a problem arises with respect to access to or use of the Pandora Service through the Certified Product and Pandora concludes (in its sole discretion) that this problem is not directly attributable to the Pandora Materials or the Pandora Service, you will use your best efforts to fix the problem within a commercially reasonable time after notification of the problem from Pandora. The foregoing provision notwithstanding, Pandora reserves the right to disable your access to the Pandora Service and all Pandora Materials in the event that requested fixes are not resolved in a reasonable amount of time. You shall provide Pandora, prior to the Launch Date, with a listing of support contact persons including emails and telephone numbers, and your escalation procedure for support issues, and you will keep such information current on the Developer website at all times throughout the Term.
You must notify Pandora as soon as possible, but no later than 24 hours after discovery, of any unauthorized access to servers, software or Developer Applications that interact or access the Pandora Service, and you agree that, except as otherwise required by applicable law, you will give Pandora prior written notice of and coordinate with Pandora relating to any notification of law enforcement or the public of any such unauthorized access.
If you provide to Pandora or publicly disclose any feedback (including suggestions, comments, modifications, improvements, ideas, etc.) about the Pandora Service, the Pandora Materials, or any applications Pandora may be developing, you assign all right, title and interest in and to such feedback to Pandora and acknowledge that Pandora may use such feedback in any manner without restriction and without any obligation of confidentiality, attribution, accounting or compensation.
Pandora owns and retains all rights, title, and interest, including without limitation all intellectual property and other proprietary rights, and any compilations or derivative works thereof, in and to the Pandora Service, the Pandora Materials, the Pandora Marks, and Pandora Listener Data.
You will not attempt to register any trademarks, service marks, or domain names that are confusingly similar in any way to the Pandora Marks, or contest or assist others in contesting the validity, enforceability, ownership, or title of any intellectual property rights owned or licensed by Pandora.
You may not remove or alter any copyright, patent, trademark, or other intellectual property notice contained in or provided through the Pandora Service or Pandora Materials.
With Pandora's prior written consent in each new instance (email approval from an authorized Pandora employee is sufficient and any subsequent, recurring use of the Pandora Marks in the same manner shall be deemed to be approved), you may use the Pandora Marks during the Term subject to the following restrictions:
- The Pandora Marks may only be used in connection with an advertising campaign, marketing strategy or other promotional event for the purpose of indicating that the Certified Device can access the Pandora Service ("Marketing Activity");
- Any use of the Pandora Marks must be in accordance with Pandora's current Brand Guidelines which are incorporated into this Agreement and may be updated by Pandora from time to time;
- You may not use the Pandora Marks in any manner that suggests Pandora is associated with, endorses, sponsors, or has any other connection to you or any of your applications other than the fact that the Certified Device has been created to allow Pandora Listeners to access the Pandora Service; and
- You may not use the Pandora Marks in any manner that disparages Pandora, its affiliates or its licensors, or that otherwise dilutes or tarnishes the Pandora Marks, reputation or goodwill.
Notwithstanding and in addition to the foregoing, you may be asked to enter into a formal marketing agreement with Pandora to use any screenshot of the Pandora Service or Pandora Materials in addition to or other than the Pandora Marks, and/or third-party copyrighted material such as (but not limited to) album art, artist name and likeness, and song or track title, or to participate in any Marketing Activity that uses any such materials.
Pandora may use your trademarks, logos, service names, and trade names ("Your Marks") during the Term, subject to the following restrictions:
- Other than as provided below, your prior written consent is needed in each instance (email approval from an authorized employee of yours to Pandora is sufficient);
- Any use of Your Marks must be in accordance with your branding guidelines in the form provided by you to Pandora; and
- Your Marks can be used for a Marketing Activity or in any materials that may be filed with an appropriate governmental regulatory agency.
Notwithstanding the foregoing, Pandora may at any time after the Launch Date (i) prepare and issue press releases, statements, promotional, and other materials mentioning and/or describing the Certified Device and that the Certified Device allows Pandora Listeners to access the Pandora Service; (ii) use a graphic image, screenshot or photograph of a Certified Device; or (iii) use Your Marks in any materials that may be filed with an appropriate governmental regulatory agency.
You represent, warrant, and covenant during the Term that:
- You will comply with all (i) applicable laws, statutes, rules, ordinances and regulations of any governmental or quasi governmental agency department or instrumentality relating to the products or services you distribute, (ii) third party rights and (iii) Pandora policies, including but not limited to those relating to privacy and export control;
- If you receive any notice that the Pandora Materials, the Pandora Service, or the use or distribution thereof as contemplated under this Agreement, violates any law or regulation, you shall promptly notify Pandora of such notice;
- You are not a resident of any U.S. embargoed country or highly restricted destination (15 United States Code of Federal Regulations Part 746) or of any other country to which the United States has embargoed goods nor shall you export or otherwise re-export Pandora Materials or the Pandora Service into (or to a national resident of) any U.S. embargoed country or highly restricted destination including but not limited to in connection with your development or distribution of the Certified Products;
- You agree to work in good faith with Pandora to implement and address any suggestions or concerns Pandora may have regarding the user interface and the listening experience of any Submitted Product or Certified Product, in addition to the requirements set forth elsewhere in this Agreement or in any Pandora Materials;
- If you are an entity, the person who signs this Agreement on your behalf has full power and authority to enter into and bind such entity to the terms of this Agreement;
- Entering into this Agreement does not violate any of your contractual or other legal obligations to any third party or any applicable law; and
- You have the authority to bind your affiliates to the terms of this Agreement and will do so for each affiliate to whom you disclose any Pandora Materials, and you agree to be responsible and liable for any violation of the terms of this Agreement by an affiliate as if such violation were your own violation.
Each party (a "Receiving Party") shall keep confidential and not disclose or use except in the performance of its obligations under this Agreement, all non-public, confidential or proprietary information, trade secrets or know-how related to the other party's (a "Disclosing Party") technology or business which is disclosed pursuant to this Agreement and is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential, including without limitation, and to the extent previously, currently, or subsequently disclosed to the Receiving Party hereunder: information relating to products, services, or technology of the Disclosing Party or the Disclosing Party's business (including, without limitation, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, inventions (whether patentable or not), names and expertise of employees and consultants, and other technical, business, financial, and product development plans, forecasts, strategies, and information), product features as displayed in the Pandora Materials (all of the foregoing "Confidential Information"). For avoidance of doubt, all non-public Pandora Materials and any Pandora Listener Data shall be considered Confidential Information of Pandora.
Each party shall use reasonable precautions to protect the other's Confidential Information and employ at least those precautions that such party employs to protect its own confidential or proprietary information, but in no case less than reasonable care.
"Confidential Information" shall not include information the Receiving Party can document (i) has become (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) generally known to the public, or (ii) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) was independently developed by persons without access to or use of any Confidential Information of the Disclosing Party.
Each party, with prior written notice to the Disclosing Party, may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency (including a court order or subpoena), provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the other party to do so.
Either party may reveal Confidential Information to auditors or other professionals with a need to know in connection with such parties' efforts to obtain financing, comply with legal or regulatory requirements, or negotiate a merger, acquisition, or sale of substantially all the assets of such party's business. Any such disclosure of Confidential Information to auditors or other professionals shall only be made pursuant to an appropriate confidentiality agreement.
Notwithstanding the foregoing, the parties will continue to be subject to any currently effective non-disclosure agreement that the parties have entered into separately that is not inconsistent with the terms herein.
You agree to defend, hold harmless and indemnify, Pandora, and its subsidiaries, affiliates, licensors, licensees, and their respective officers, directors, employees, agents, advertisers, or partners (collectively, the "Indemnified Parties") from and against any and all claim, loss, costs, damage or expense (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties (collectively, "Claim") arising out of or relating to: (A) use of the Pandora Materials by you or any affiliate; (B) your Certified Products and any use of your Certified Products; (C) any breach of or noncompliance with any provision, representation, warranty or obligation in this Agreement by you or any affiliate; (D) any violation by you of applicable laws or regulations, including, without limitation, privacy laws, or; (E) any other conduct by you or an affiliate pursuant to or related to this Agreement.
You acknowledge and agree that Pandora shall have no obligation to determine whether any breach or alleged breach of the terms of this Agreement arose from the actions or failures to act by you or an affiliate, and any such claims may be made against you. You agree to promptly assume the defense of any Claim, provided you will not enter into a settlement of any Claim without Pandora’s prior written consent. Notwithstanding the foregoing, Pandora may, on notice to you at any time, elect to take over control of the defense and settlement of a Claim.
YOUR USE OF THE PANDORA MATERIALS IS AT YOUR SOLE RISK. THE PANDORA MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE". PANDORA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. PANDORA DOES NOT WARRANT THAT THE PANDORA MATERIALS OR THE PANDORA SERVICE OR ANY USE THEREOF WILL BE UNINTERRUPTED OR ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, INCLUDING THE CERTIFIED APPLICATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PANDORA SHALL CREATE ANY WARRANTY. PANDORA SHALL HAVE NO DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR OTHER LIABILITY WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT (EVEN IF PANDORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY). IN THE EVENT THAT THE FOREGOING IS HELD TO BE UNENFORCEABLE, PANDORA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO $10,000.
The foregoing limitations of liability shall not apply to either party’s material, uncured breach of its confidentiality obligations in this Agreement.
This agreement shall be governed and construed as set forth in section 25 of the Pandora Terms. All disputes that may arise out of, are connected with, or relate to this Agreement or the Services shall follow the dispute resolution process outlined in section 25 of the Pandora Terms.
Independent Contractors. Your use of the Pandora Materials does not create any legal partnership, agency relationship or joint venture between the parties and neither you nor Pandora has the authority to bind the other (and each party agrees not to represent that it has such authority).
Notices. Except as otherwise set forth in this Agreement, every notice to be given under this Agreement shall be in writing and sent by electronic mail, registered mail, or otherwise posted in the Pandora Developer website for notices generally applicable to development partners (e.g., changes to this Agreement, including changes to Pandora Brand Guidelines, or updates to Pandora Software). Notices shall be deemed to have been received: (i) the date sent if delivered by electronic mail, (ii) two business days after the date sent if delivered by registered mail, or (iii) the date posted if provided in the Pandora Developer website. The address of Pandora for service of notice shall be firstname.lastname@example.org with a copy to Pandora’s Legal department at email@example.com. Your address for notices shall be the current email provided in the Pandora Developer website.
Severability. In the event that a court of competent jurisdiction determines that any provision of this Agreement is invalid, unlawful, or unenforceable, the parties agree that such provision will be minimally modified to make such provision enforceable while still retaining the parties’ intent. In such an event, the remaining provisions of this Agreement will continue to be valid and may be enforced to the fullest extent permitted by law.
Assignment. You will not sublicense, assign, delegate or otherwise transfer this Agreement or any of the related rights or obligations to any entity or person for any reason without Pandora’s prior written consent. Any attempt to do so will cause the immediate termination of this Agreement. Notwithstanding the foregoing, Pandora reserves the right, at its sole discretion, to assign its rights and delegate its duties under this Agreement.
No Waiver. The failure of either party to insist, in any one or more instances, upon the performance of any provision of this Agreement will not be construed as a waiver or relinquishment of its rights to such performance or future performance of such a provision, and obligations hereunder shall continue in full force and effect.
Complete Agreement. This Agreement constitutes the complete and exclusive statement of the terms and agreement between you and Pandora with respect to the subject matter hereof and supersedes all prior representations, understandings and communications, oral or written, between the parties with respect thereto.