API Terms of Use

The following terms and conditions (the "Terms of Use") form a legal and binding agreement between you and eMusic.com Inc. (the "Agreement'), which governs your use of the eMusic API together with all information, Content (as defined in Section 1.1 of these Terms of Use), products, materials, and services made available to you through the API (the "eMusic API" or "API"). Please read these Terms of Use carefully prior to using the eMusic API. By using the eMusic API, you and, if applicable, the company you represent (collectively, "you" or "your") accept and agree to be bound by these Terms of Use and to become a party to the Agreement. eMusic.com Inc. is referred hereinafter as "eMusic", "we", "our" or "us."

When we refer to the "use" of the API in these Terms of Use, we mean any actual or attempted access or use of the eMusic API, including, without limitation, any transmission, exchange of information or communication associated with API. In addition to the following terms and conditions, the Terms of Use include (1) the eMusic's terms of use, located at http://www.emusic.com/legal/terms.html, (2) eMusic's Privacy Policy, located at http://developer.emusic.com/privacy, and (3) eMusic's branding guidelines for use of eMusic's brand and logos by developers, located at http://developer.emusic.com/branding. Each of those documents is hereby incorporated by reference into these Terms of Use. In the event of any conflict between the following terms and conditions and the terms and conditions incorporated by reference, the following terms and conditions shall control with respect to your use of the API.

The API is offered and made available only to users 18 years of age or older. If you are not yet 18 years old, please discontinue using the API immediately, or if for any reason, you do not accept and agree to all of the terms and conditions of these Terms of Use, please discontinue using the API immediately and do not access or use the API in any manner.

We reserve the right, from time to time, for any reason, with or without notice to you, to change these Terms of Use in our sole and absolute discretion. The most current version of these Terms of Use can be found at http://developer.emusic.com/terms. The most current version of the Terms of Use will supersede all previous versions. By using of the eMusic API after changes are made to the Terms of Use you agree to be bound by such changes. Your only recourse if you disagree with the Terms of Use, or changes to the Terms of Use, is to discontinue your use of the API. As such, you should review the Terms of Use periodically.

1. Description, Licenses, and Restrictions

1.1 The eMusic API is an eMusic's service which allows licensees to retrieve certain information released by eMusic, including album title, song title, and artist name (the "Content"), subject to the limitations and conditions described below. The eMusic API consists of a set of callable methods accessed through standard HTTP GET and POST requests and their specific documentation. The eMusic API is based on the REST architectural style for web services. The eMusic API allows you to create software application(s) or website(s) (your "Application") for retrieving Content, grouped generally into calls to retrieve information found on eMusic's proprietary service (http://www.emusic.com). We reserve the right to modify and release subsequent versions of the API and to require you to obtain and use the most recent version. The API is currently free of charge, but we reserve the right to charge for the API in the future.

1.2 In order to obtain the API, you must first create a developer account. You may only access your developer account with your user name and password. You may create multiple developer accounts. Then, upon request to eMusic, you will be issued one or more unique alpha-numeric keys (collectively, "Keys") for accessing the API. You may not sell, transfer, sublicense or otherwise disclose your Keys to any other party or use them with any other Application other than that for which you initially applied for. You are responsible for maintaining the secrecy and security of your Keys. You are fully responsible for all activities that occur using your Keys, regardless of whether such activities are undertaken by you or a third party. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account. Failure to do so may jeopardize your continued access to the API.

1.3 Limitations:

1.3.1 The API must not be used to create Applications that offer or promote services competitive with, damaging to, disparaging of, or otherwise detrimental to eMusic or its licensors, licensees, affiliates and partners.

1.3.2 Your Applications must not contain targeted promotion of businesses competitive with eMusic such as other services that allow users to download music over the Internet.

1.3.3 The API and the eMusic services may only be used for purposes that are legal, proper and in accordance with these Terms of Use and any applicable policies or guidelines provided by eMusic from time to time.

1.3.4 By way of example, and not as a limitation, you agree that when using the API, you will not do, attempt to do, or permit your end users or other third parties to do the following:

1.3.4.1 Interfere with or disrupt eMusic services or servers or networks connected to eMusic services, or disobey any requirements, procedures, policies or regulations of networks connected to eMusic services;

1.3.4.2 Restrict or inhibit any other user from using and enjoying eMusic services;

1.3.4.3 Circumvent or modify any Keys or other security mechanism employed by eMusic or the API;

1.3.4.4 Request, collect, solicit, or otherwise obtain access to eMusic sign-in names and passwords;

1.3.4.5 Imply inaccurate creation, affiliation, sponsorship or endorsement of you or your Application by eMusic or of the Content as you own;

1.3.4.6 Use the Content other than it is provided by eMusic, or edit, add to, delete from, remove hyperlinks to, or add hyperlinks to, other otherwise modify the Content;

1.3.4.7 Use any robot, spider, site search/retrieval Application, or other device to retrieve or index any portion of eMusic services or collect information about users for any unauthorized purpose; or

1.3.4.8 Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

1.3.5 eMusic may limit the number of network calls that your Application may make via the API, and/or the maximum file size, and/or the maximum Content that may be accessed, or anything else about the API and the Content it accesses as eMusic deems appropriate in its sole discretion. The usage limitations can be found in the eMusic developer portal at http://developer.emusic.com/usage. eMusic may change such usage limits at any time. In addition to its other rights under these Terms of Use, eMusic may utilize technical measures to prevent over-usage and/or stop usage of the API by an Application after any usage limitations are exceeded.

1.3.6 You must clearly and conspicuously attribute the source of all Content as received from eMusic.

1.3.7 You may omit some of the Content received from the REST API (e.g., you may choose to display some of album titles, song titles, artist names, etc., without displaying them all) so long as you do not alter the Content you choose to display.

1.3.8 You will not, and will not permit any person, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or, other than as explicitly permitted hereunder, create derivative works of the eMusic service, including, without limitation, the API, or any aspect or portion thereof, including without limitation, source code and algorithms.

1.3.9 By way of example, and not as a limitation, you agree that when using eMusic Marks pursuant to Section 2.4, you shall not do the following (and for purposes of this Section "use" shall include any use or display of an eMusic Mark):

1.3.9.1 Use an eMusic Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by eMusic, other than your involvement in the API;

1.3.9.2 Use an eMusic Mark in any manner that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of eMusic or eMusic personnel;

1.3.9.3 Use an eMusic Mark to disparage eMusic, its products or services;

1.3.9.4 Use an eMusic Mark in a way that tarnishes, dilutes or otherwise impairs the eMusic Marks;

1.3.9.5 Use an eMusic Mark to promote another service substantially similar in whole or in part to eMusic, including service that offers music over the Internet;

1.3.9.6 Use an eMusic Mark on your site if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age, or, more generally, if your site violates any law, rule, or regulations;

1.3.9.7 Use an eMusic Mark as the largest or most prominent brand and/or element in your Application;

1.3.9.8 Use an eMusic Mark in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to eMusic; or

1.3.9.9 Remove, obscure, distort or alter any element of an eMusic Mark.

1.4 You agree to eMusic's sole discretion in interpreting these restrictions and eMusic's rights to immediately cease your use of the APIs for violating these Terms of Use.

1.5 If you display the Content in a way that eMusic, or, where applicable, a third-party provider of such Content to eMusic, finds unacceptable for any reason, including if your display violates these Terms of Use or it disparages, damages, tarnishes or impairs the goodwill of the Content or its subjects or brands therein, eMusic may require that you immediately change or cease your display of such Content. All Content transmitted by eMusic in connection with your Application remains the property of eMusic, its licensees or its licensors.

1.6 You agree to provide us with access to your Application and/or other materials related to your use of the API as reasonably requested by eMusic to verify your compliance with these Terms of Use. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by eMusic.

1.7 You agree that you are responsible for complying with and not violating all applicable laws, rules and regulations and for your own conduct while using the API and for any consequences thereof.

1.8 At this time, eMusic is not providing you or your users with support, software upgrades, enhancements, or modifications to the API ("Support"). You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Applications. eMusic may redirect users and potential users of your Application to your email address on your account for purposes of answering general Application inquiries and support questions. If eMusic elects at any time to provide Support, it shall be considered part of the eMusic services for purposes of Section 8, and eMusic may terminate the Support at any time without notice to you for any or no reason.

2. Proprietary Rights

2.1 Subject to the terms and conditions in these Terms of Use, during the Term of this agreement, eMusic grants you limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access and use the API solely to develop, test, display, distribute and execute your Application; to access and display in your Application the Content provided by eMusic; and to allow others to access your Application. You acknowledge and agree that eMusic retains exclusive ownership of all right, title and interest, including without limitation all intellectual property rights, in and to, the API and any and all elements and components thereof, including its content, technology, software, code, and any derivatives works and/or compilations thereof or relating to. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the API or its contents, and eMusic reserves all rights not expressly granted hereunder. You shall promptly notify eMusic in writing upon your discovery of any unauthorized use or infringement of the API (or its contents) or eMusic's patent, copyright, trade secret, trademarks or other intellectual property rights. The API contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.

2.2 The Content available through the API is the property of eMusic or its licensors and is protected by copyright and other intellectual property laws. Content received through the API may be viewed and used for your personal, non-commercial use only. You agree not to reproduce, retransmit, disseminate, or sell the content received through the API to anyone or to exploit any such content for commercial or noncommercial purposes without the express prior written consent of eMusic. You shall not acquire any right, title, or interest in or to the Content available through the API

2.3 By posting messages, improvement idea, inputting data, making comments, suggesting ideas or engaging in any other form of communication through the Service ("Feedbacks"), you irrevocably agree that any such content, and all intellectual property rights associated therewith, shall become our sole property. We may copy, sublicense, adapt, publicly perform, display or otherwise exploit any such content and rights in any manner whatsoever, throughout the world, in perpetuity, without any obligation to make any payment to you or others or to give you credit.

2.4 Subject to the terms and conditions in these Terms of Use, during the Term of this agreement, eMusic grants you limited, non-exclusive, revocable, non-sublicensable and non-transferable license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands of eMusic (cumulatively, the "eMusic Mark(s)") in accordance with these Terms of Use as part of the Content; for attributing the Content as from eMusic; and for the purpose of promoting or advertising that you use the API in your Application. Without limitation, all use of eMusic's Marks and any good will associated therewith, shall inure solely to the benefit of eMusic.

2.5 All intellectual property rights or proprietary property and information supplied or developed by eMusic, including, but not limited to, the API and any and all elements and components thereof, the Content, the Feedback, the eMusic Marks (collectively, the "eMusic Properties"), shall be and remain the sole and exclusive property of eMusic and you shall not acquire any rights in the intellectual property of eMusic solely as a consequence of the integration or combined use of eMusic's intellectual property with your own intellectual property. At no time during or after the Term of this agreement, you shall challenge or assist others to challenge the eMusic's Marks (except as prohibited by law) or the registration thereof by eMusic, nor shall you attempt to register any Marks (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of eMusic.

2.6 During the Term of this Agreement you hereby grant to eMusic a paid-up, royalty-free, nonexclusive, worldwide, irrevocable right and license to: (i) use, reproduce, perform, display and distribute your Application and its content; (ii) link to and direct users to your Application and (iii) sublicense the foregoing rights to our affiliates or any third parties. Following the termination of this Agreement, eMusic may, in its sole discretion, remove all references and links to your Application from the eMusic website and service. eMusic shall have no other obligation to delete copies of, references to, or links to, your Application.

3. Privacy and Legal Compliance

3.1 You agree that eMusic may reveal personal information about developers as noted in these Terms of Use. You understand and agree that eMusic may access, preserve, and disclose your personal information and your developer account details and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of eMusic, its affiliates or partners, its users, or the general public.

3.2 You will, at all times, maintain a high standard privacy policy at least as stringent and user-friendly as eMusic's. A link to your privacy policy must be posted at the point personal information is collected. You must, at all time, comply with your privacy policy in the collection, use and storage of such information.

4. Publicity

You may promote your Application, including talking to traditional and online media and your users about your Application, so long as you do truthfully and without implying that your Application is created or endorsed by eMusic (or otherwise embellishing your relationship with eMusic). For example, you may factually state that your Application is a "eMusic application" or an application for use with eMusic (so long as you are in full compliance with these Terms of Use). However, any formal press release via traditional or online media must not be released without eMusic's prior written consent. eMusic reserves the right to issue publicity and promotional materials mentioning and/or describing your Application without your consent.

5. Directory

5.1 eMusic may maintain an opt-in directory of developers using the API and/or the Applications resulting from developer use of the API ("Directory"). Whether or not you or your Application is included in the directory is at eMusic's sole discretion.

5.2 In the event you opt-in, you grant eMusic a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names, and other distinctive brands indicia associated with you and your Application in accordance with these Terms of Use for the purpose of promoting or advertising your use the API, or for inclusion in the Directory.

5.3 By using the API you grant eMusic a right to host, link to, and otherwise incorporate your Application into the eMusic service through a Directory or other means.

6. Your Warranties

You represent and warrant that: (i) you will comply with all applicable laws and regulations; (ii) your Application and its content is your original work or was legally obtained; and (iii) our and our sublicensees' and affiliates' use of your content as permitted by the license above will not violate any third party's rights. Except to the extent your Application and its content contains eMusic Properties, eMusic claims no ownership or control over your Application or the content sent, posted or displayed through your Application.

7. Indemnity

You agree to defend, hold harmless and indemnify eMusic, its subsidiaries, affiliates, and their respective officers, agents, employees, licensors, advertisers or partners, from and against any claim arising from or in any way related to your use of any eMusic Property, violation of these Terms of Use or any other actions connected with your use of eMusic services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, liabilities, judgments, costs and fees, of every kind and nature. In such a case, eMusic will provide you with written notice of such claim, suit or action.

8. Disclaimer of Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT YOUR USE OF AND ACCESS TO THE API, THE EMUSIC PROPERTIES AND ANY EMUSIC SERVICES IS AT YOUR SOLE RISK. THE API, THE EMUSIC PROPERTIES AND ANY EMUSIC SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITH RESPECT TO THE API, THE EMUSIC PROPERTIES AND ANY EMUSIC SERVICES, WE DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE API, THE EMUSIC PROPERTIES OR ANY EMUSIC SERVICES ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE API, THE EMUSIC PROPERTIES OR ANY EMUSIC SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE API, THE EMUSIC PROPERTIES OR ANY EMUSIC SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER EMUSIC, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF (OR INABILITY TO USE) THE API, THE EMUSIC PROPERTIES AND/OR EMUSIC SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT EMUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

10. Confidentiality

Any marked confidential information and proprietary data provided by or related to eMusic shall be deemed "Confidential Information." Confidential Information shall also include information provided by eMusic, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary, including, but not limited to, eMusic's API, software, technology, programming, specifications. You shall not released Confidential Information to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. You will not use any portion of Confidential Information for any purpose other than those provided for under this Terms of Use. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to you; (ii) was or becomes generally available to the public through no fault of you; (iii) was rightfully in your possession free of any obligation of confidence at, or subsequent to, the time it was communicated to you by eMusic; (iv) was developed by your employees or agents independently of and without reference to any information communicated to you by eMusic; or (v) was communicated by eMusic to an unaffiliated third party free of any obligation or confidence. Notwithstanding the foregoing, you may disclose eMusic Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish your rights under these Terms of Use; provided, however, that (i) prior written notice of such required disclosure is furnished to eMusic as soon as practicable in order to afford eMusic an opportunity to seek a protective order, and (ii) you stipulate to any orders necessary to protect said information from public disclosure. The Terms of Use of this Agreement shall be treated as Confidential Information of both parties. This provision will survive any termination of this Agreement.

11. Term and Termination

11.1 The "Term" of the Terms of Use shall commence on the date upon which you agree to the Terms of Use (i.e., you use the API) and shall continue thereafter, unless modified or terminated as provided in this section.

11.2 We may change, suspend or discontinue all or any aspect of the API, including its general availability, at any time, immediately, for any reason or no reason, at eMusic's sole discretion, without notice or liability. Furthermore, we may limit, suspend or terminate your use of the API (and thus the agreement with you to these Terms of Use) at any time, immediately, for any reason or no reason, at eMusic's sole discretion, without notice or liability. eMusic shall have the right, in its sole discretion, to refuse to permit your use the API with a particular Application. Unless eMusic states otherwise, such rejection will not terminate these Terms of Use with respect to other Applications you may have created. eMusic shall have no liability to you for such refusal.

11.3 You may terminate the agreement under these Terms of Use for any reason or no reason, at your convenience, by closing your account or ceasing use of the API. Termination is your sole right and exclusive remedy if you are not satisfied with the API and eMusic services.

11.4 Upon the termination of the Terms of Use of Use for any reason (i) the rights granted to you herein, including all licenses to the API, Content, and eMusic Marks shall terminate and (ii) you shall immediately cease all use and distribution of your Applications. Neither party shall be liable to the other party for damages of any sort resulting solely from the sole fact of terminating these Terms of Use.

11.5 You agree that, if you violate, breach or fail to comply with these Terms of Use in any way, in addition to any other remedies to which eMusic may be legally entitled, eMusic shall have the right to seek immediate injunctive relief.

11.6 Any Section which would be reasonably construed to survive will survive termination of these Terms of Use.

12. General Information

12.1 Interpretation. You agree that eMusic has sole discretion in determining the interpretation of the meaning of these Terms of Use, including determining your compliance with these Terms of Use.

12.2 Use of the API is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this Section.

12.3 You shall, in connection with your use of the APIs and with your Application, comply with all applicable laws, rules and regulations. eMusic expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law.

12.4 These Terms of Use, including the other documents explicitly incorporated by reference, constitute the entire agreement between you and eMusic and govern your use of the API, superseding any prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and eMusic.

12.5 These Terms of Use are governed by the laws of the State of New York, U.S.A., without regard to its conflicts of law provisions; and you hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in New York County, New York, U.S.A. with respect to all disputes arising out of or relating to the API. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates).

12.6 To the maximum extent permitted by applicable law, you hereby release and waive all claims against eMusic, its subsidiaries, affiliates, and their respective officers, agents, employees, licensors, advertisers or partners from any and all liability for claims, losses, damages (actual and consequential), suits, liabilities, judgments, costs and fees of every kind and nature, arising from or in any way related to your use of the eMusic Property. If you are a California resident, you waive your rights under California Civil Code Section 1542 which states, "A general released does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." The failure of eMusic to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

12.7 If any part of these Terms of Use are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

12.8 No action arising out of these Terms of Use, your use of the eMusic services and eMusic Properties, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.

12.9 Nothing in these Terms of Use should be construed to confer any rights to third party beneficiaries.

12.10 You may not assign your rights under these Terms of Use without our prior written permission and any attempt by you to do so shall be void from inception. eMusic may automatically, without notice to you, assign its agreement to these Terms of Use to the surviving entity in the event of a change of control.

12.11 Headings. The section headings in these Terms of Use are for convenience only and have no legal or contractual effect.

12.12 You understand and acknowledge that eMusic may be independently creating applications, content and other products or services that may be similar to or competitive with your Application and its content, and nothing in this Agreement will be construed as restricting or preventing eMusic from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any Feedback you assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.