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Sonos Music API Use Terms & Conditions*:
Please read, review and agree to the Sonos Music API Use Terms & Conditions to complete registration.
SONOS, INC. API EVALUATION AND DEVELOPMENT LICENSE AGREEMENT This API Evaluation and Development Agreement (the “Development Agreement”) is entered into between Sonos, Inc., a Delaware corporation (“Sonos”), and the entity agreeing to these terms as indicated on the acceptance submission form at the end of this Agreement, including the individual accepting the terms of this Agreement on behalf of such entity (“Service Provider” or “You”); each may individually be known as a “Party” and collectively the “Parties”. This Development Agreement will be effective as of the date you click the "Accept" and “CONTINUE” buttons below ("Effective Date"). If You are accepting on behalf of your employer or another entity, You represent and warrant that (i) You have full legal authority to bind your employer or such entity to these terms and conditions, (ii) You have read and understand this Development Agreement, and (iii) You agree, on behalf of the Party that You represent, to the terms and conditions of this Development Agreement. If You don't have the legal authority to bind, please do not click the "Accept" button below. NOTHING IN THIS DEVELOPMENT AGREEMENT OBLIGATES SONOS TO PROVIDE YOUR INTEGRATED SERVICE TO SONOS END USERS. RECITALS Sonos has developed an application program interface and related documentation (as further defined below, the “Licensed Software”) that provides a method to integrate internet-based music services (a “Music Service”) with the products comprising the Sonos multi-room music system (the “Sonos MMS”). Your company provides such a Music Service to end users, and desires to evaluate and develop against the Licensed Software for the purpose of producing an integrated offering with the Sonos MMS. Sonos is willing to grant Service Provider certain rights relating to the evaluation of the software. NOW, THEREFORE, Sonos and Service Provider agree as follows: 1. DEFINITIONS. 1.1 “Affilate(s)” means with respect to either party, another entity that, directly or indirectly, controls, is controlled by, or is under common control with such party for so long as such control exists, where “control” means ownership of more than 50% of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such party. 1.2 “Confidential Information” means information pertaining to the Licensed Software or the Integrated Service Offering that a Discloser designates as confidential in accordance with Section 9.1. 1.3 "Integrated Service Offering" means the integration of the Music Service directly with the Sonos MMS as a result of Service Provider’s development efforts, which Integrated Service Offering remains subject to further approval and acceptance by Sonos before any commercial release. 1.4 The "Licensed Software" means any and all software and associated documentation provided to Service Provider under this Development Agreement, including without limitation the Sonos Music API, inclusive of all Sonos Updates. 2. DELIVERY & PURPOSE; NO COMMERCIAL LAUNCH. 2.1 Sonos will provide Service Provider with one copy of Licensed Software, in a mutually agreeable form, within five (5) days of the Effective Date. Service Provider may use the Licensed Software, subject to the licenses granted herein, for the purpose of producing an Integrated Service Offering. In the event such an Integrated Service Offering is produced by Service Provider, Service Provider shall submit the Integrated Service Offering to Sonos for review and acceptance prior to any commercial use. Submission for review and commercial use of the Integrated Service Offering shall be governed by a separate agreement. 2.2 Nothing in this Development Agreement shall be construed to obligate either Party to proceed with a commercial launch of the Integrated Service Offering. 3. LICENSE GRANTS AND RESTRICTIONS. 3.1 License Grant. Subject to the terms and conditions of this Development Agreement, Sonos grants to Service Provider, during the Term, a limited, royalty-free, non-transferable, non sub-licensable, non-exclusive, license under Sonos’s intellectual property rights to use and make copies of the Licensed Software for the purpose of (i) evaluating the Licensed Software for compatibility with the Music Service; and (ii) producing the Integrated Service Offering, for subsequent review and acceptance by Sonos. 3.2 Title. The Licensed Software is licensed to Licensee, not sold. Title to the Licensed Software remains vested in Sonos and cannot be assigned or transferred. Service Provider is expressly forbidden from selling or otherwise distributing the Licensed Software, or any portion of the Licensed Software. This Development Agreement does not grant to Service Provider any implied rights under any Sonos or third party intellectual property. 3.3 Restrictions. Service Provider may not translate, reverse engineer, decompile, or disassemble the Licensed Software provided to Licensee solely in object code format (machine readable) except to the extent applicable law specifically prohibits the restriction. 4. MAINTENANCE AND SUPPORT. There are no maintenance or support services provided under this Development Agreement. 5. TERM AND TERMINATION. 5.1 This Development Agreement will remain in effect until six (6) months from the Effective Date. 5.2 This Development Agreement may be terminated by either Party immediately upon written notice to the other Party. 5.3 Upon termination of this Development Agreement by either Party, all licenses granted under Section 3 will expire. 5.4 Within thirty (30) days after termination of this Agreement by either Party, Service Provider must furnish to Sonos a statement certifying, with respect to the Licensed Software delivered to Licensee that the original and all copies, in whole or in part, in any form, of the Licensed Software have been destroyed. 5.5 Notwithstanding the termination of this Development Agreement for any reason, the terms of Sections 1, 2.2, 3.2, 5.4, 5.5, 6.2, 7, 8.2, 9, and 10 will survive. 6. WARRANTY. 6.1 Each Party represents and warrants that (a) it has the authority to enter into this Development Agreement without any additional approvals or consents, (b) the person executing this Development Agreement on its behalf is duly authorized, and (c) to the best of its knowledge, this Development Agreement is fully enforceable in accordance with its terms. 6.2 THE LICENSED SOFTWARE IS PROVIDED “AS IS.” TO FULLEST EXTENT PERMITTED BY LAW, SONOS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE. 7. LIMITATION OF LIABILITY. SONOS, ITS AFFILIATES, AND ITS LICENSORS NOT PARTY TO THIS DEVELOPMENT AGREEMENT SHALL NOT BE LIABLE UNDER THIS DEVELOPMENT AGREEMENT OR THE EVALUATION PROGRAM FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF IT KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. SONOS, ITS AFFILIATES, AND ITS LICENSORS NOT PARTY TO THIS DEVELOPMENT AGREEMENT SHALL NOT BE HELD LIABLE UNDER THIS DEVELOPMENT AGREEMENT FOR MORE THAN ONE THOUSAND DOLLARS ($1,000). 8. UPDATES AND FEEDBACK. 8.1 Updates. At Sonos’s sole discretion, Sonos may provide software updates (“Sonos Updates”) to the Licensed Software during the Term, either by means of remote installation or by providing a copy of the Sonos Updates to Licensee for manual installation. Service Provider will not block or impede any remote installation of Sonos Updates. For any manual Sonos Updates, and upon instruction from Sonos, Service Provider will promptly install such Sonos Updates to the Licensed Software and Integrated Service Offering. 8.2 Feedback. In its sole discretion, Service Provider may advise Sonos of suggestions, comments or other feedback (“Feedback”) relating to the Licensed Software. Sonos may use and include any Feedback that Service Provider voluntarily provides to improve the Licensed Software or other related Sonos technologies. Accordingly, if Service Provider provides Feedback, Service Provider agrees Sonos and its licensees may freely use, reproduce, license, distribute, modify, and otherwise commercialize the Feedback in the Licensed Software or other related technologies. 9. CONFIDENTIALITY. 9.1 Obligations. The Party receiving Confidential Information (“Recipient”) will only have a duty to protect Confidential Information disclosed to it by the other Party (“Discloser”): (a) if it is clearly and conspicuously marked as “confidential” or with a similar designation; (b) if it is identified by the Discloser as confidential and/or proprietary before, during, or promptly after presentation or communication; or (c) if it is disclosed in a manner in which the Discloser reasonably communicated, or the Recipient should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation "confidential" or any similar designation is used. 9.2 Standard of Care. Recipient must use a reasonable degree of care (and in no event less than the degree of care with which it treats its own Confidential Information) to protect Confidential Information disclosed to it pursuant to this Development Agreement, and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its employees, directors, or agents who need to know it and who have agreed with either Party in writing to keep such information confidential. In no event will Service Provider disclose Confidential Information related to the Licensed Software to any third party contractor without Sonos’ prior written consent. 9.3 Confidentiality Period. Unless the Parties otherwise agree in writing, Recipient’s duty to protect Confidential Information expires three (3) years from the expiration or termination of this Development Agreement. 9.4 Exceptions. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is or becomes publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is independently developed by Recipient. A Party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other Party, unless a court orders that the other Party not be given notice. 10. GENERAL PROVISIONS. 10.1 Amendments and Waivers. No amendment of this Development Agreement will be valid unless stated in writing and signed by authorized representatives of the Parties. No waiver of any default, misrepresentation or covenant in this Development Agreement, will affect any prior or subsequent default, misrepresentation. 10.2 Choice of Law. This Development Agreement is governed by California law, excluding California’s choice of law rules. FOR ANY DISPUTE RELATING TO THIS DEVELOPMENT AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA BARBARA COUNTY, CALIFORNIA. 10.3 Entire Agreement. This Development Agreement, including its attachments, constitutes the entire agreement between the Parties regarding its subject matter, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, by or among the Parties regarding its subject matter. 10.4 Export. Service Provider agrees that it will not in any form export, re-export, resell, ship or divert, or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, the Licensed Software or a direct product of the Licensed Software to any country for which the United States Government at the time of export or re-export requires an export license or other governmental approval without first obtaining the license or approval. 10.5 Relationship of the Parties. The Parties are independent contractors. Nothing in this Development Agreement will be construed to create any partnership, joint venture, or similar relationship. Neither Party is authorized to bind the other to any obligations with third parties. 10.6 Severability. If any provision of this Development Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. 10.7 Assignment. Service Provider may not assign or transfer any part of this Development Agreement without the written consent of Sonos. 10.8 Signatures; Binding Effect. This Development Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. Signatures may be provided in electronic format, including without limitation by “click-through” acceptance of an authorized individual, and shall have the same force and effect as an original signature. Note: If You are accepting on behalf of your employer or another entity, You represent and warrant that You have full legal authority to bind your employer or such entity to these terms and conditions. If You don't have the legal authority to bind, please do not click the "Accept" button below.
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	By checking this box, I am accepting this Agreement on behalf of the Company Name entered above. I represent and warrant that (a) I have full legal authority to bind the entity to this Agreement, (b) I have read and understand this Agreement, and (c) I agree to all terms and conditions of this Agreement on behalf of the entity that I represent.

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