Shoutcast Server Software License Agreement
Last Updated : Thursday, August 30, 2018
Important note: to the extent that this Software can be used to reproduce, modify, publish and distribute data, the license is granted to You exclusively for the reproduction, modification, publication and distribution of data that you are legally authorised to reproduce, modify, publish or distribute.
Article 1 - Shoutcast Server Software
Shoutcast SPRL (hereafter “Shoutcast”), a company incorporated under Belgian laws, headquartered at Boulevard International 55K, B-1070 Brussels, Belgium, and registered with the Company Register of Brussels under the number TVABE 0684.758.236, is the owner of the Software. The Software enables audio streaming on the internet, and more specifically, is used for digital radios. It enables the streaming of digital audio content, only in MP3 format or in Advanced Audio Coding (AAC) format (bitrate and format quality depending on which license You will choose to use – Freemium license 128 kbps or Premium license up to 320 kbps), to and from a media player software, ultimately allowing for the creation and the broadcasting of audio streams to listeners on the internet.
The Software uses a "client-server" model (the client-server environment refers to a communication model across a network between multiple programs), where each component communicates through a network protocol that mixes the audio data with metadata, such as song titles and the user name. It uses HTTP as a transport protocol.
Article 2 - Purpose of the Agreement
By means of this Agreement, Shoutcast grants You a license (Freemium or Premium), and authorises You to use the Software, the documentation and the interfaces under the conditions more specifically detailed below. The license You have been granted or that You purchase is of a personal, non-exclusive, worldwide nature. It is non-assignable, non sub-licensable and non-transferable to any third party. The permitted uses of the Software will depend of the type of license (Freemium or Premium) for which You will subscribe.
Article 3. Scope of the license
Article 3.1. Freemium License Offer
You can choose to use the Freemium license that Shoutcast grants You on its Software for free.
Pursuant the Freemium license Offer, Shoutcast gives You free access to the following and limited uses and features of its Software :
1. Technical Features : compatible with any encoder (including V1 legacy), unlimited radio stations, live broadcasting, MP3 format supported (128kbps);
2. Streaming in MP3 128 kbps only
3. Radio Metrics and Statistics: limited access to Shoutcast Radio Manager;
4. Audience development: Your radio station referenced in the Shoutcast Directory;
5. Audience Monetization: Only Ad Replacement technology
The access to more uses and features on the Software is only granted to the subscribers of the Premium license Offer (see herunder).
Article 3.2. Premium license Offer
You can choose to subscribe for a (a) monthly or (b) annual subscription to the Premium license Offer. In any case, the Premium license Offer is granted for a single simultaneous instance of the Software.
(a) Monthly Subscription
Premium License is granted for a duration of thirty (30) days If You choose the monthly subscription. This monthly subscription will be tacitly renewed upon its expiry for the same duration – a notification will be sent to You by Shoutcast for this purpose. You may terminate this Premium license and prevent tacit renewal by sending Shoutcast a notification by e-mail at the address email@example.com at least seven (7) days before the expiry of Your monthly subscription.
Shoutcast reserves the right to apply new Prices at the time of the renewal corresponding to the public Prices in force at that moment. In this case, You will be notified of the increase or decrease of the applicable Prices prior to the expiry of Your license.
Shoutcast reserves also the right to restrict Your access to the Freemium license Offer in the event of failure to pay the Price of the Premium license Offer upon renewal. In this case interest will be due to Shoutcast and such interest shall be calculated on the Price remaining unpaid at a rate of 1% per month. In case of failure to pay the Price of Your Monthly Subscription upon renewal (expired payment method, lack of account provisioning, etc), Shoutcast will automatically make two (2) other attempts to charge the Price of Your Monthly Subscription, the first one seven (7) days and the second one twenty-one (21) days after the renewal date. In case of permanent failure to pay the Price of Your Monthly Subscription after these two (2) attempts, Shoutcast will, in any case, within the twenty-eight (28) days as from the renewal date downgrade Your access to a Freemium License Offer, meaning that all the features related to the Premium License Offer will be stopped by Shoutcast. In that case, the invoice for that Monthly Subscription will also be past due to Shoutcast. Shoutcast reserves the right in that case, if the stream format (other than MP3 128) of Your radio station is not supported by the features of the Freemium License Offer, to stop Your radio Station.
(b) Annual Subscription
Premium License is granted for an initial duration of twelve (12) months (some promotional extension of that duration may apply from time to time, indicated on the Website and is applicable at the time of the purchase, if any) If You choose the annual subscription. This annual subscription will be tacitly renewed upon its expiry for twelve (12) months – a notification will be sent to You by Shoutcast for this purpose. You may terminate this Premium license and prevent tacit renewal by sending Shoutcast a notification by e-mail at the address firstname.lastname@example.org at least one (1) month before the expiry of Your annual subscription.
Shoutcast reserves the right to apply new Price at the time of the renewal corresponding to the public Price in force at that moment. In this case, You will be notified of the increase or decrease of the applicable Price prior to the expiry of Your license.
Shoutcast reserves also the right to restrict Your access to the Freemium license Offer in the event of failure to pay the Price of the Premium license Offer upon renewal. In this case interests will be due to Shoutcast and such interest shall be calculated on the Price remaining unpaid at a rate of 1% per month.
(c) Prices - Payment terms – Taxes – Customer’s right to withdrawal
- In consideration of the purchase and subscription to the Premium license Offer under this Agreement, You will be required to pay a Price (the “Price”) plus all VAT applicable (in force at the date of the purchase) per instance of the Software (Software execution on Your server). The Price of the Premium license Offer is displayed on the Shoutcast Website and is given in euros (EUR) and in dollars (USD). The Prices indicated on the Shoutcast Website are subject to change. The Price applicable to You will be the Price as indicated on the Shoutcast Website at the time of the purchase. The subscription to the Premium license Offer can be monthly or annual.
- The payment of the Price will be online payment through the Website. You may pay the Price online by credit card or through Your Paypal account. An invoice for the Price will be generated automatically at the time of the online purchase and communicated to You. In the event of automatic renewal being provided for by the Agreement, You will receive a notification informing of the debit of Your credit card and the applicable Price at the time of renewal.
- You agree to pay the applicable Price for the license Offer that You purchase through Shoutcast and the latter may debit Your payment method for all the license Offers purchased, as well as any additional amounts (including all taxes and late payment fees, if any) incurred by or relating to Your “Shoutcast Member Account”. You are responsible for the timely payment of all Prices and for the provision to Shoutcast of a valid payment method for the payment of the any Price. You agree to receive all invoices electronically, including by e-mail. The total Price invoiced will include the Price of the license Offer plus all applicable VAT (in force on the date of the purchase).
- Right of withdrawal : if You are a consumer You agree that You won’t be able to cancel within the fourteen (14) days of the purchase Your purchase of the Premium license Offer (whether monthly or annual) if You have already accessed or downloaded the Software, pursuant the Directive 2011/83/UE and the chapters VI and XIV of the Belgian Economic Law Code.
(d) Permitted Uses on the Software
After acknowledgement of the payment reception of the Price by Shoutcast, the Premium license Offer gives You access, for the chosen duration (monthly or annual), to the following uses of the Software :
(i) all uses permitted under the Freemium license Offer and
(ii) further more to the following uses and features reserved to the subscribers of the Premium license Offer :
1. Technical features : formats supported MP3 & AAC (bitrate up to 320 kbps), Scalability (supports up to 12.000 (twelve thousand) unique listeners on one server), the Software supports stream Backup URL, Personal & customisable SSL Certificate ;
2. Radio Metrics and Statistics : access to the SHOUTcast Dashboard and to the SHOUTcast Radio Manager with the full and entire statistics access ;
3. Audience development : access to Free Mobile App via SHOUTcast’s partner, access to the Exportable Player HTML5, Social Push;
4. Audience Monetization : Ad injection technology, Silent Tone ad-triggering method, Flexbreak (choose Ad-break duration from 30 s to 180s)
5. Support : access to e-mail support of Shoutcast.
Article 4 – Rights granted
The rights granted to You on the Software are personal and limited to those expressly and exhaustively granted by Shoutcast under the Agreement.
You are therefore prohibited from, in particular:
-copying or attempting to reproduce the Software;
-assigning, transferring or granting sub-licenses on the Software to third parties (notably for commercial purposes) or distributing the Software in any way whatsoever to third parties; providing third parties with access to the Software or making the functionality of the Software available to third parties ;
-correcting, modifying, adapting or translating the Software.
Article 5 – Warranties – Liabilities
5.1. You warrant Shoutcast to:
-comply with all applicable laws and regulations, including, non-exhaustively, laws and regulations regarding intellectual property, advertising, consumer protection, personal data protection, minors protection, etc.;
-not communicate to the public any works or recordings for which You have not acquired all necessary authorizations from the right-holders for the territories where You broadcast.
5.2. You have solely the editorial control of the content that You are broadcasting, and as such, You guarantee Shoutcast that You are in possession of all authorizations required for this purpose and, in particular, that You are in possession of all the authorizations from all the right holders of this content, notably from the authors, composers, publishers, phonogram producers and performers of works and recordings that You broadcast (music licensing), either directly or through the collective companies that represent them, and throughout all the territories within which You have chosen to broadcast, and in this sense, You guarantee Shoutcast against any legal recourse and any claim in this regard and You commit to substitute Shoutcast in the event of recourse or claims made by any natural or legal person with respect to the content that You broadcast.
In a more general sense, You warrant Shoutcast, its subsidiaries and associates, its employees and its consultants against any loss, liability, damage, expenses or complaints, including damages, penalties, interests, fees and costs of legal counsel, resulting from (i) the broadcast and hosting of Your audio streams content through the Software; (ii) any violation, proven or alleged, of the guarantees given by You to Shoutcast; (iii) any third party complaint regarding the necessary authorizations required for the broadcast of Your audio streams contents or related to the names, logos and trademarks that You use; (iv) any complaint relating to Your hosted or broadcast content being of a nature that is defamatory, disparaging, libellous, abusive, subversive to the public order or morality or in violation of any law, regulation, ruling, judgement or decision.
5.3. Shoutcast does not provide any guarantees regarding Your use of the Software. In particular, Shoutcast cannot be held liable for the content of Your streams whether, online, sent, received, transmitted or broadcast. You accept that Shoutcast is free to change the name and content of its Software at any time, without modification of the Agreement and without this change giving rise to a complaint from You. Shoutcast gives You no guarantees and Shoutcast cannot be held liable to You or any third party for any cost, claim or damage, direct or indirect, tangible or intangible, resulting from the performance of this Agreement, notably with respect to the broadcast and hosting of Your streams through its Software pursuant to the Agreement including loss of data, loss of profits or loss of opportunity, and in particular, with respect to the quality of the internet network and/or technical configurations.
5.4. You guarantee Shoutcast to deliver accurate and correct information and information regarding Yourself or with respect to Your company. You can update Your Personal Data using Your Shoutcast Member Account available on the Website. You commit to indemnify Shoutcast and its associates in the event of any complaints, liabilities, damages or costs arising in case You have provided incorrect or erroneous Personal Data.
The entire article 5 will survive the termination of the Agreement.
Article 6 - Disclaimer
The Radio Metrics features (Radio Metrics Dashboard, Radio Manager with statistics access, Royalty Compliant Reports) are given to You by Shoutcast for information purposes only. Shoutcast does not warrant at any time the accuracy of these Radio Metrics features and will not be held liable in case of any claim or complaint arising from the communication by Shoutcast to You of these Radio Metrics features.
Article 7 - False Audience generation
You shall refrain from using alternative audience generation methods of which listeners are unaware (for example by using a Player in mute mode or preventing using the Stop function) or technical means (such as Bots) generating listeners that are not real. All other means shall also be punished immediately.
Periodic checks shall be conducted by Shoutcast or one of its partners or one of its affiliated company. Should an infringement be recorded, You will be notified to cease and to make cease such actions immediately. In case of non-compliance and/or a new infringement being recorded by Shoutcast of one of its partner or affiliated company, the access to the Software shall be definitively deactivated by Shoutcast, without prejudice of any damages. In such cases, Shoutcast reserves the right to terminate earlier the Agreement pursuant the article 7 below, without any compensation for You. Shoutcast reserves also the right in case of false audience generation to terminate Your “Shoutcast Member Account” as well as the access to all its affiliates services, without any compensation or reimbursement to You.
Article 8 – Early termination of the Agreement
Should You breach any of Your obligations under the Agreement and should You fail to remedy such breach within fifteen (15) days of having received from Shoutcast written notice (such notice being validly done by e-mail at the address provided by You to Shoutcast in Your “Shoutcast Member Account”) or in case such remedy is impossible, Shoutcast may terminate the Agreement, at any time at its sole discretion, without compensation in any way to You, effective upon receipt by You of a written termination notice by Shoutcast. The exercise of this termination right by Shoutcast shall be without prejudice to its right to claim for compensation of any damage suffered as a result of such termination.
Under the Agreement, no remedy will be possible in particular if You are in breach regarding :
- the Article 4 of the Agreement or the warranties obligations pursuant Article 5 of the Agreement or in case false audience generation has been recorded by Shoutcast (see article 7 of the Agreement);
- the content that You broadcast through the Software and notably if it creates negative and damageable advertisement for Shoutcast, its subsidiaries, associates, employees, consultants, agents, content providers, service providers, programs, services and products or if You take any decision or action against the interests of Shoutcast.
Upon termination of the Agreement You commit to cease any use of the Software or documentation or related data of Shoutcast or related to the Software.
Article 9 - No reimbursement
In case Shoutcast terminates the Agreement pursuant article 8 above, the applicable Price of the license (Premium license Offer, monthly or annual subscription) will however remain fully owed by You to Shoutcast and shall not be subject to any reimbursement.
Article 10 – Referencing
For the duration of the Agreement, You authorize Shoutcast to reference/list Your activity in the Shoutcast Directory via the Shoutcast Website or in other third-party directories of Shoutcast’s partners and You authorize Shoutcast to use Your name, logo and trademarks for this purpose.
Article 11 – Data Processing and Cookies Policy
Shoutcast may use ʻCookiesʼ to help better understand user behaviour. A cookie is a small text file that is sent on Your computer or other device and stored on Your hard drive or device memory. Shoutcast is using the following cookies to keep records of Your visits, to better tailor your future visits to Your preferences and generally to improve Your navigational experience. In using these cookies, Shoutcast deliver a more personalized experience on the WebSite.
Article 12 - Communication between the Parties
All notifications and documents related to the Agreement will be made in writing and by e-mail to the following email address for Shoutcast: email@example.com ; and to the e-mail address You’ve provided to Shoutcast in Your “Shoutcast Member Account” for You.
Article 13 – Confidentiality
Shoutcast commits to maintain the confidentiality of the information and documents relating to You and to which it may have had access during the execution of the Agreement.
You commit to maintain the confidentiality of all information and all documents regarding Shoutcast, the source codes and data related to the Software, whether or not this information and/or documents are related to the organisation of Shoutcast, its partners, its customers, to its Software or its technical infrastructure to which You may have access during the execution of the Agreement.
In the same sense, the Agreement and the special conditions contained therein shall be deemed confidential, and as such shall not be subject to any publication or communication to any third party, unless expressly authorised in writing by the Parties.
Article 14 – Modifications
You accept that the terms and conditions of the Software and the Agreement can be modified at the sole discretion of Shoutcast without prior written notice to You. Any changes to the Agreement and to the Software will be considered as tacitly accepted by You fifteen (15) days after written notification of these changes, sent by e-mail to Your e-mail address as provided in Your “Shoutcast Member Account”.
Article 15 - Change of Control
The Agreement nor any right, obligation or interest arising therefrom, can be assigned or transferred by You (including by means of a part-time lease, a scheduling agreement or any similar arrangement, whether it is referred to as a local marketing contract, a time brokerage contract or any other device) (whether by law or otherwise) without the prior written consent of Shoutcast. Any assignment considered to be without this prior written consent will be null and void. The Agreement, its rights, obligations and interests arising therefrom may be freely transferred or assigned by Shoutcast. In this case, the Agreement remains in effect between the new parties, the successors or rights-holders and Shoutcast. No change of control from Your side nor any assignment may take place without the prior written consent of Shoutcast.
As far as necessary, Shoutcast inform You that the sale or the sublease of Your Shoutcast Member Account of is prohibited.
Article 16 - Intuitu personae
The Parties agree that the Agreement is concluded "intuitu-personae". Consequently, You are not authorized to assign to a third party all or part of the rights and obligations arising therefrom, without the express prior and written consent of Shoutcast. You are prohibited to resale the Software or any features of the Software to any third party.
Article 17 – Applicable law – Jurisdiction Clause
The Agreement is subject to Belgian laws. Any dispute between the Parties regarding the interpretation and execution of the Agreement, shall be brought before the Brussels Commercial Court, in the French language, upon which jurisdiction is expressly conferred, unless otherwise provided by law.