Version 1.9.3, published April 2, 2013.
1. INTRODUCTION AND ACCEPTANCE OF TERMS
Welcome to Rdio®, an online music subscription service that allows you to discover, play and download music from your web browser, in a desktop application and on your compatible mobile devices. Rdio’s website is located at www.rdio.com (the “Rdio Site”). We refer to the Rdio Site and the software applications made available by Rdio as the “Service Applications”, and we refer to the Service Applications and the service provided through the Service Applications, collectively, as the “Rdio Service”). These Terms of Service (“Terms of Service”) set forth a binding agreement between you and Rdio governing your use of the Rdio Service. These Terms of Service act as the end user license agreement (or “EULA”) governing your use of the desktop and mobile Service Applications.
In these Terms of Service, “Rdio” means either Rdio, Inc., a Delaware corporation, with its principal business address at 1550 Bryant Street, Ste. 200, San Francisco, CA 94103 (if you are using the Rdio Service in the United States, Canada, Australia or New Zealand), or Rdio S.à.r.l., a company organized under the laws of Luxembourg, with its registered office at 20, rue Eugène Ruppert, L-2453 Luxembourg, registered with the Luxembourg Trade and Company Register, Section B, under number 157.928 (if you are using the Rdio Service in any country within the European Union or otherwise outside of the United States, Canada, Australia and New Zealand, except Brazil).
Please read these Terms of Service carefully. By using any of the Rdio Service, or by creating a user account, you signify your acceptance of these Terms of Service, as they may be amended by Rdio from time to time in its sole discretion. You may only use the Rdio Service and/or open an account if your acceptance of these Terms of Service is not prohibited by applicable law. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD. If you are younger than 18 years old, you must get permission from a parent or guardian to open an account and your parent or guardian must agree to these Terms of Service. If you do not agree to these Terms of Service, then you must cease using the Rdio Service. THESE TERMS OF SERVICE ARE GOVERNED BY THE LAWS SET FORTH IN SECTION 23, DEPENDING ON THE TERRITORY IN WHICH YOU USE THE RDIO SERVICE.
2. PAYMENT TERMS
Please refer to our Payment Terms for the payment terms, conditions and policies applicable to the subscription services, music downloads and other paid services made available through the Rdio Service. By subscribing for, ordering and/or purchasing any subscription, music download or other paid services, you agree to be bound by and accept the Payment Terms. The Payment Terms are subject to change without prior notice at any time, at Rdio’s sole discretion. You should review the Payment Terms each time you subscribe for, order and/or purchase any subscription, music download or other paid services offered by Rdio. Rdio’s subscriptions, music downloads and other paid services are made available through the Rdio Service, and are accordingly also subject to these Terms of Service. The Payment Terms are incorporated into these Terms of Service by this reference. Further, by logging into the Rdio Service with your existing log-in details for the Vdio service (“Vdio”), an online movie and television service made available by an affiliate of Rdio, or otherwise linking your Rdio Service account with your Vdio account, you authorize Rdio to share your Rdio payment information with Vdio, and you authorize Vdio to obtain such payment information from Rdio, for the purpose of allowing you to utilize the applicable Rdio payment method on the Vdio service. You further acknowledge that by providing a payment method to Vdio, you authorize Vdio to share that payment information with Rdio, and you authorize Rdio to obtain that payment information, for the purpose of allowing you to utilize the applicable Vdio payment method on the Rdio Service.
3. RDIO SERVICE
Paid Subscription-based Streaming Rdio’s paid subscription service provides for full-length streaming of songs across any platform on which Rdio makes the Rdio Service available (i.e., on or through any of the Service Applications), depending on your subscription tier. Subscribers to Rdio’s “Unlimited” subscription tier will also have an offline option to select songs to play back on their compatible mobile devices (when synced), even when there is no Internet or mobile connection available.
Free Subscription-based Streaming
Rdio’s free subscription tier provides for free full-length streaming of songs on the Rdio Site and on Rdio’s web and desktop Service Applications for a limited number of songs each subscription period (which is a period of thirty days). This subscription tier cannot be accessed on or through any mobile Service Application. Access periods (number of songs) on the free subscription tier are limited, and will decrease over a series of months. You may not be advised as to the exact number of songs you have remaining in a given month, but Rdio will provide a meter for you to generally understand how much access is available. After a period of time, you will need to subscribe to a paid subscription tier. At the expiration of any access period (whether during a given thirty day period or after the end of the term of any subscription), you will continue to have access to the Rdio Site and web and desktop Service Applications, and will be able to listen to 30-second clips of songs. If the subscription tier has not expired, full access will re-start at the beginning of the next subscription period, and again be available for a limited number of songs in that period.
You will be able to access aspects of the Rdio Service on compatible mobile devices (through an applicable mobile Service Application) depending on your subscription tier. An Internet enabled mobile device on which you have downloaded the applicable mobile Service Application is required. Standard data and usage charges instituted by your mobile carrier may apply (and are not included in any subscription fee paid to Rdio) and, accordingly, you should check with your mobile carrier regarding the terms of your individual data or usage plan. As an Rdio subscriber, you will be able to access Rdio’s catalog of songs no matter where you travel, provided, however, the songs available to you in any particular territory will depend upon the rights Rdio obtains with respect to that territory. Notwithstanding this, those songs that you are permitted to retain on your compatible mobile device may be played no matter what the territory for so long as you remain an Rdio subscriber and the Rdio mobile Service Application can communicate with Rdio’s servers every 30 days.
Music downloads are accomplished through Rdio’s desktop Service Application. Music downloads are sold in a DRM-free MP3 format, at the bit rate indicated at purchase. Accordingly, Rdio will not limit the number of times music downloads purchased through Rdio can be copied, transferred or burned (though your own use will always be subject to all applicable laws, rules and regulations, and the rights of copyright owners and Rdio reserves the right to suspend or terminate your access to purchased titles at any time without notice if required to do so by a relevant copyright owner for good reason). Rdio and/or its content licensors may include digital watermarks (embedded bits of information in addition to the sound file) in any music downloads that add sales information to each digital file such as (but not limited to) the fact that the file was purchased from Rdio, the date and time of purchase, or information about the song (title, artist, etc.). Rdio will not include any information personally connected to you in any such digital watermark. Users should keep in mind that Rdio respects the rights of copyright owners, and in particular, its content licensors, and discourages and opposes all forms of content piracy. Therefore, while music downloads have no limitations, users are still obligated to be mindful of and follow applicable laws, rules and regulations, and the rights of copyright owners. In connection with any music download, the purchaser is only entitled to one copy of any purchased song. Accordingly, Rdio encourages you to back up your music files. You can transfer your music downloads to any compatible device. Sales of music downloads owned by Sony Music Entertainment (“SME”) are made to users directly by SME, with Rdio acting as agent on SME’s behalf. Some of the benefits of the Rdio Service, such as listing and displaying your music collection to other users of the Rdio Service, require the desktop Service Application to, at your request, read your music libraries. When you determine to allow Rdio to read your music libraries, you grant permission for the desktop Service Application to conduct a review of your music libraries on the hard drive of your computer and to communicate information, including, without limitation, your music library information, to Rdio’s servers.
The Rdio Service is intended to provide full-length streaming of Rdio’s entire catalog, and depending on your subscription tier, the ability to select songs for playback offline. You understand and acknowledge, however, that your ability to access songs will depend on you having all necessary equipment and telecommunications systems required and that there may be instances where our rights to songs are limited by our licensors (i.e., some songs may be available for download only, and not streaming), in which event, your access to those songs would be limited.
3.4 Family Plans
Rdio may from time to time introduce subscription tiers that allow multiple family members to utilize the Rdio Service through one subscription to a family subscription tier. The terms and conditions of the family subscription tier will be as described on or through the Rdio Service, and unless otherwise stated, will have the general features of Rdio’s “Unlimited” subscription tier.
4.1 Vdio and Vdio’s Sharing Policy
When you discover, play, download and share music or other content on or through the Rdio Service, you authorize Rdio to share and/or publicly display such activity on or through: (i) the Rdio Service; (ii) Vdio; (iii) any third party social networking sites and services you have linked to your Vdio and/or Rdio accounts, such as Facebook or Twitter (“Social Networks”); and (iv) Vdio’s third party service providers, such as Vdio’s marketing service providers (the “Receiving Parties”). Additionally, when you share your video viewing activity through Vdio in accordance with Vdio’s Sharing Policy, you authorize Rdio to share such viewing activity through the Rdio Service.
4.2 Abuse Policy
Rdio reserves the right to manage the Rdio Service in a manner that it believes best benefits its users and best enables it to maintain the Rdio Service. The Rdio Service is for your own personal, non-commercial use, and accordingly, Rdio has determined that its ability to provide the Rdio Service is disrupted when users stream an abnormally high number of songs in a short amount of time, or otherwise stream songs in a manner that is not consistent with normal, personal use (even if those activities technically comply with the specific terms of any free or paid offering). Thus, Rdio reserves the right to discontinue any portion or all of the Rdio Service, or to terminate or suspend the account of any person, that, in Rdio’s experience and sole determination, cause or result in disruptive usage patterns or, with respect to individual account holders, otherwise use the Rdio Service in a manner that is not consistent with normal, personal use. For example, you should not share your Rdio account with anyone, use Rdio as a radio station or jukebox in your commercial establishment (regardless of the type of establishment) or other public space, or have a software application use the Rdio Service for you for any purpose (unless otherwise permitted by Rdio).
5. PROPRIETARY RIGHTS
You acknowledge and agree that Rdio, and its licensors, retain all right, title and interest in and to all data and information (excluding data and information that you provide), content and materials provided on or through the Rdio Service (including, without limitation, the musical compositions, audiovisual works, editorial and contextual information (about artists and songs), text, images, photographs, videos, graphics, page headers, the selection and arrangement of elements displayed on or through the Rdio Service, the compilation of all content and materials on the Rdio Service, and the business process, procedures, methods and techniques used in the Rdio Service) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world. Rdio®, the Rdio logo and the Rdio “button” logo are the common law and/or registered trademarks of Rdio, Inc., and all other proprietary trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Rdio Service (including, without limitation, as displayed on or through any of the Service Applications) are the property of Rdio, Inc. Rdio’s intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages Rdio. All rights are expressly reserved.
All third party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within the Service Applications and through the Rdio Service are the property of the respective third parties, including the respective content owners, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to Rdio to enforce any of your rights in relation thereto.
6. ROVI DATA
Certain portions of the Content available on or through the Rdio Service comprise third-party proprietary data provided by Rovi Corporation (the “Rovi Data”). The Rovi Data is the property of Rovi Corporation, © 2011 Rovi Corporation. You may not modify, copy, scan or use any other method to reproduce, duplicate, translate, republish, transmit or distribute in any way any portion of the Rovi Data. You may not use the Rovi Data except for your own personal, non-commercial use. See www.rovicorp.com.
7. LIMITED LICENSE
Rdio grants you a limited, non-exclusive and non-assignable license to access and use the Rdio Service for your personal, non-commercial use, subject to all of the terms and conditions of these Terms of Service and not for redistribution of any kind. Rdio may make certain software, including, without limitation, the Service Applications, available to you through your use of the Rdio Service. The Service Applications are deemed licensed to you by Rdio under a non-exclusive, non-assignable license for your personal, non-commercial, use only, and your use of such Service Applications is subject to these Terms of Service. With respect to any mobile Service Application, this license is limited to the right to use the applicable mobile Service Application solely on a device that you own or control and as permitted by any usage rules made available from time to time by the applicable provider of a mobile application platform. Rdio does not transfer, and, as between you and Rdio, retains all title to and ownership of the Service Applications and all intellectual property rights in the Service Applications. You may not take any action to jeopardize, limit or interfere with Rdio's ownership of and rights with respect to the Service Applications. You acknowledge that any unauthorized copying or unauthorized use of the Service Applications is a violation of these Terms of Service and is strictly prohibited.
Additionally, you may not (i) remove any trademarks, copyright notices or any other notice contained in any content, materials or individual elements provided on or through the Rdio Service, (ii) reproduce, download (other than page caching), modify, publish, distribute, transmit, disseminate, broadcast, transfer, license, sell, rent, lease, adapt, create derivative works of, publicly display or perform, or in any way exploit any content, materials or individual elements provided on or through the Rdio Service without Rdio’s prior written consent, (iii) make any commercial use or any derivative use of any of the Rdio Service or any of the content, materials or individual elements provided on or through the Rdio Service, (iv) frame or utilize framing techniques to enclose any content, materials or individual elements provided on or through the Rdio Service without Rdio’s prior written consent, (v) use any circumvention tools or any metatags or other hidden text utilizing Rdio’s name, trademark, URL or the name of any of the Rdio Service without Rdio’s prior written consent, or (vi) disassemble, decompile or reverse engineer the Software or any other materials made available on or through the Rdio Service or used to provide any of the Rdio Service.
The owners of entertainment Content made available through the Rdio Service (including principals, where Rdio is acting as sales agent) are intended third-party beneficiaries of these Terms of Service and will have the right to enforce these Terms of Service against you and invoke all rights hereunder including limitations of liability. Rdio, as a reseller to you, does not accept orders from music dealers, exporters, wholesalers, any businesses of any kind or other customers who intend to resell. The delivery of a product or Content does not transfer to you any commercial or promotional use rights in the product or Content.
8. ACCOUNTS AND SECURITY
To access the Service Applications or use certain aspects of the Rdio Service, you will be directed to create a user account by providing certain information about yourself, or to create new, or to use existing, Vdio and/or Social Network log-in details. As part of Rdio’s stand-alone registration process, you will be asked to submit, among other things, your email address and to select a password. You agree that all information you provide to Rdio for purposes of creating an account (“Registration Information”) will be true, accurate, current and complete and your failure to provide such information will constitute a breach of these Terms of Service and may result in the immediate termination of your account. By utilizing your Social Network log-in details and/or your Vdio log-in details to log into the Rdio Service (including on or through any of the Service Applications), or by linking your Rdio Service account with any Social Network account, you expressly authorize Rdio to receive, and for Vdio and/or such Social Network to share, certain of your information that is available on or through your Vdio and/or other Social Network account, including, without limitation, your profile information, friends names, your photos, privacy settings and certain other information that will be disclosed to you (and authorized by you) during the log-in process; and you also authorize Rdio to generate and publish on your Vdio and Social Network news feed or timeline actions you take on the Rdio Service, and to allow you to interact with your Vdio and Social Network friends on the Rdio Service. If linked, you agree to allow Vdio and the Social Networks to receive information concerning the actions you take on the Rdio Service. In the event you no longer want the Rdio Service to publish your Rdio activity on your Social Network news feed or timeline, or want to otherwise limit the ways in which the Rdio Service interacts with your Social Network account, you can always disable aspects of this feature by changing your application settings in the Social Networks. You will not be able to stop sharing your listening activity on or through Vdio, as your Vdio and Rdio accounts will always be linked. Vdio is made available by Vdio, Inc. and its affiliates. The Social Networks are made available by their respective corporate entities.
Without limiting the above, by submitting your information through the Service Applications, and/or by utilizing Vdio and/or Social Network log-in details to log-in to the Rdio Service, by linking your Rdio Service account with any Social Network account, or by otherwise providing Registration Information to Rdio, you grant Rdio a perpetual, royalty-free, non-exclusive license to use, reproduce, transmit, and display the information obtained from these third parties and any Registration Information in connection with Rdio’s operation of the Service Applications and/or performance of the Rdio Service (subject to the other terms and conditions of these Terms of Service, including Section 4.1). You will (i) promptly update your Registration Information to keep it true, accurate, current and complete, (ii) maintain the confidentiality of your log-in credentials, and (iii) properly exit from your account at the end of each session. You will not (a) select or use the Social Network account or email address of another person with the intent to impersonate that person, (b) use a name subject to the rights of any other person without authorization, (c) use an email address that is profane, offensive or otherwise inappropriate, or (d) allow any other party to use your account and/or password. You agree to notify Rdio immediately of any known or suspected unauthorized use(s) of your account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your user name or password or Social Network account log-in details. You understand and agree that you will be liable for all activities that occur under any account created for your use, even if such activities were not committed by you. Rdio is not responsible for any loss or damage as a result of someone else using your account or password with or without your knowledge.
10. CONTENT PROVIDED BY YOU
You understand that all data, information, text, images, software, sounds, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, on the Service Applications or through the use of any of the Rdio Service, are the sole responsibility of the person posting or transmitting such Content. You, and not Rdio, are entirely responsible for all Content that you upload, post, email, transmit, distribute or otherwise make available on the Service Applications or through the use of any of the Rdio Service or that is provided or transmitted through your account. You acknowledge that you will have the burden of proving that any such Content does not violate any laws or infringe any third party rights.
Rdio does not control user-generated Content posted on or through the Service Applications or transmitted through the use of any of the Rdio Service and, as such, does not guarantee the accuracy, reliability or quality of such Content. You understand that by using the Service Applications or using any of the Rdio Service, you may be exposed to user-generated Content that you may consider to be offensive, indecent or objectionable. Under no circumstances will Rdio be liable in any way for any user-generated Content including, but not limited to, any errors or omissions in any user-generated Content, or any loss or damage of any kind incurred as a result of the use of any user-generated Content posted, emailed, transmitted or otherwise made available on or through the Service Applications or through the use of any of the Rdio Service. You agree that Rdio may, in its sole discretion, refuse to post, store or transmit any Content submitted by you and may move, remove, edit or modify any such Content for any reason at any time.
You acknowledge, consent and agree that Rdio may access, preserve and disclose account information and/or Content that you provide if Rdio is required to do so by law or if it believes in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms of Service, (iii) respond to claims that any Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Rdio, its employees, partners and agents or members of the public. By posting, displaying or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the Rdio Service, you grant Rdio and its affiliates, successors and assigns, a perpetual, irrevocable royalty-free, worldwide, non-exclusive license to use, reproduce, distribute, transmit, display, publicly perform, edit, translate and reformat such Content in connection with the operation of the Service Applications and/or performance of the Rdio Service for you by Rdio or any of its affiliates, successors, assigns or agents. You will not be compensated for any Content that you provide. You agree that Rdio may publish or otherwise disclose your name in connection with your Content. By posting, displaying or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the Rdio Service, you represent and warrant that you own the rights in such Content or are otherwise authorized to post, display, perform, transmit or distribute the Content.
11. USE OF THE RDIO SERVICE
You will comply with all applicable laws, statutes, ordinances and regulations in your use of the Rdio Service. Rdio may immediately terminate your account, or suspend access to your account, in its sole discretion and without notice, for conduct that Rdio reasonably believes is: (i) illegal, fraudulent, harassing or abusive, (ii) a violation of these Terms of Service or any other policies or guidelines posted on or through the Service Applications, or (iii) harmful to other users, third parties, or Rdio’s business. Use of your account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice. In addition, Rdio may terminate your account if you file any claim against Rdio, or any claim which in any way involves Rdio. Upon Rdio’s termination of your account for any of the forgoing reasons, (a) you may not establish a new account for a period of one (1) year from the date of termination, (b) Rdio will have no obligation to notify any third parties regarding such termination, and (c) you will be responsible for any damages that may result or arise out of termination of your account. You agree not to:
- upload, post, email, transmit, display on or through the Service Applications or make available through the use of any of the Rdio Service: (a) any Content that is fraudulent, misleading, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, profane, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law, regulation or standard of conduct, (b) any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), (c) any Content that infringes or misappropriates any patent, trademark, trade secret, copyright, privacy, publicity or other rights of any other person or entity, (d) any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, or (e) any material that contains any virus, Trojan horse, worm, time bomb or any other computer code, files or programs designed to damage, interfere with, intercept, misappropriate, gain control over or limit the functionality of any computer, computer network, communications device, communications system, data or personal information;
- use any of the Rdio Service to (1) harm minors in any way, (2) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, (3) for any commercial purpose or the benefit of any third party or any manner not permitted by these Terms of Service, (4) intentionally or unintentionally violate any applicable local, state, national or international law, or any rule or regulation having the force of law, (5) provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization, or (6) stalk or otherwise harass another
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content displayed on or through the Service Applications or transmitted through the use of any of the Rdio Service;
- remove any proprietary notices from the Service Applications;
- cause, permit or authorize the modification, creation of derivative works, or translation of any Content displayed on or through the Service Applications or transmitted through the use of any of the Rdio Service without Rdio’s prior written consent;
- attempt to hack the Service Applications, or to defeat or overcome any encryption technology or security measures implemented by Rdio with respect any of the Rdio Service and/or data transmitted, processed or stored by Rdio;
- attempt to harvest or collect any information about or regarding other users of any of the Rdio Service, including, but not limited to any personal data or information;
- engage in web scraping, database scraping or any other activity for the purpose of obtaining Content, data or other information from the Service Applications for any purpose other than the use of the Rdio Service as expressly permitted by these Terms of Service;
- perform any meta-search or automated queries of the Service Applications or of any of the Content;
- interfere with or disrupt any of the Rdio Service or servers or networks connected to or operated with any of the Rdio Service, or disobey any requirements, procedures, policies or regulations of networks connected to or operated with any of the Rdio Service; and/or
- engage in any action or activity in violation of the Abuse Policy, or any other terms, conditions and policies, set forth in these Terms of Service.
12. EXPLICIT CONTENT
Certain music albums available on or through the Rdio Service may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at http://www.riaa.com/toolsforparents.php?content_selector=parental_advisory), or the relevant jurisdictional equivalent. The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. All individual songs from such labeled albums will be labeled as "explicit" within the Rdio Service ("Explicit Tracks"). If any of your searches on the Rdio Service return Explicit Tracks, they will be identified as such in the search results area. Note that Tracks that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. Rdio will have no liability or responsibility to you for any content or materials, including Explicit Tracks, that may be available in connection with the Rdio Service that you might find to be offensive, indecent or objectionable.
13. LINKS TO OTHER WEBSITES
The Service Applications may contain links to other websites, applications and resources. Rdio provides these links merely as a convenience and the inclusion of any link does not constitute or imply any affiliation, endorsement or sponsorship by Rdio of such websites or any content contained therein. Rdio makes no guarantees about the accuracy, content or quality of the information provided by such websites and Rdio assumes no responsibility for misleading, objectionable or inaccurate information that may be obtained from such websites. You acknowledge and agree that Rdio is not responsible or liable in any way for any content, advertising, services or goods on or made available from such websites, applications or resources.
14. WARRANTY DISCLAIMERS
You understand that the processing and transmission of communications relating to the use of any of the Rdio Service may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting to various networks or devices. Therefore, you agree that Rdio will not be responsible or liable for the timeliness, deletion, mis-delivery or failure to store any data, information or content that you provide for display on or through the Service Applications or for transmission through the use of any of the Rdio Service. Please read the following – it is an important disclaimer:
The Service Applications, the Rdio Service and all information and materials provided through the same are provided on an “as is” and “as available” basis without any warranty or condition, express or implied. To the maximum extent permissible under applicable law, Rdio, and each of its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, specifically disclaim all implied warranties including, without limitation, implied warranties of title, quality, performance, merchantability, fitness for a particular purpose and non-infringement. Further, no warranties will be implied by any course of dealing or course of performance.
Rdio makes no representation or warranty that (i) the Service Applications or the Rdio Service will meet your expectations or requirements, (ii) the Service Applications or the Rdio Service will be available, uninterrupted, timely, secure, accurate, complete or error-free, (iii) any results or information that may be obtained from the use of the Service Applications or the Rdio Service will be accurate, timely, complete or reliable, (iv) any errors or defects in the Service Applications or the Rdio Service will be corrected, or (v) the Service Applications and the Rdio Service and/or the servers that make the Service Applications and the Rdio Service available are free of viruses, clocks, timers, counters, worms, software locks, Trojan horses, trap doors, time bombs or any other harmful codes, instructions, programs or components. Operation of the Service Applications and the Rdio Service may be interfered with by numerous factors outside of Rdio’s control including, but not limited to, telecommunications network disruptions. Rdio is not responsible and will have no liability for any failures of the Internet or any data or telecommunications equipment, system or network used in connection with the Service Applications or the Rdio Service. You acknowledge that the entire risk arising out of the use, inability to use or performance of any of the Rdio Service remains with you to the maximum extent permissible under law. For the avoidance of doubt, no provider of a mobile application platform has any warranty obligation, or any obligation to provide maintenance and support services, with respect to any mobile Service Application or the Rdio Service. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. You acknowledge and agree that your sole remedy for any problems or dissatisfaction with any of the Rdio Service is to terminate your account and discontinue use of the Service Applications and the Rdio Service.
IMPORTANT if you reside in Germany: For the avoidance of doubt, Rdio does not disclaim warranties for intentional breach of duty or in case of purchase of software, e.g. purchase of mp3-files or other media files if you reside in or access the Rdio Service from Germany. This warranty disclaimer does not affect Rdio’s liability for damages as set out below.
15. LIMITATION OF LIABILITY
Please read the following – it is an important limitation of Rdio’s liability:
To the maximum extent permissible under applicable law, in no event will Rdio or its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, be liable with respect to the Service Applications, your use of the Service Applications or any other materials or services provided to you by Rdio or any other subject matter of these Terms of Service, whether based on contract, tort, strict liability or other theory, for (i) any lost or corrupted data, lost profits, loss or damage to any computer, mobile phone or other device or any special, incidental, indirect or consequential damages, even if such parties have been advised of the possibility of such damages or if such damages were foreseeable, or (ii) the cost of procuring substitute goods, services or technology. To the maximum extent permissible under applicable law, the aggregate liability of Rdio and its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, to you or any third party in any circumstance will not exceed one hundred dollars ($100). Some jurisdictions do not allow the exclusion of incidental or consequential damages or limitation of liability, so the above exclusions and limitations may not apply to you.
For the avoidance of doubt, to the maximum extent permissible under applicable law, no provider of a mobile application platform will have any liability to you with respect to any mobile Service Application. If you reside in Germany, notwithstanding the aforementioned limitations of liability NOTHING IN THIS AGREEMENT SHALL LIMIT RDIO'S LIABILITY (i) for damage from injury to life, body or health due to negligent breach of duty or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of Rdio or (ii) for other damage arising from a grossly negligent breach of duty by Rdio or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of Rdio; (iii) for intentional misconduct; (iv) for damage arising from a negligent breach of an obligation that is essential for the performance of the contract by Rdio ("Cardinal Duties" / Kardinalpflichten) to the extent that is typical and foreseeable; (v) for any guarantee given by Rdio to you; and (v) for any liability under the Federal Product Liability Act (Produthaftungsgesetz).
You agree that Rdio, in its sole discretion and without notice or liability to you, may terminate or suspend your use of, or access to, the Service Applications or any of the Rdio Service at any time if Rdio believes in good faith that you have violated or acted inconsistently with any provision of these Terms of Service or any applicable law, rule or regulation or that you have engaged in conduct that Rdio reasonably determines to be inappropriate or unacceptable. Rdio may in its sole discretion, and at any time, discontinue providing the Rdio Service, or any part thereof, on notice to you.
You agree to defend, indemnify and hold Rdio and its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, together with their respective affiliates, successors, assigns, employees, consultants, agents, directors, officers, members and stockholders, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and costs) that are attributable to your actions or fault and arise out of (i) your access, use or misuse of any of the Rdio Service, (ii) your breach or alleged breach of these Terms of Service, (iii) your violation or of any law, rule, regulation or rights of others in connection with your use of any of the Rdio Service including, without limitation, infringement of anyone else’s intellectual property rights, or (iv) your use or disclosure of another person’s personal information including, without limitation, financial or credit information. Without limiting the foregoing, you acknowledge that certain countries may require you to pay a use, sales, consumption, value added or other tax in connection with your use of the Rdio Service. The payment of any such tax, if required, is your responsibility. The foregoing indemnity obligations will apply to any damages Rdio may incur in connection with your failure to pay any such tax.
18. COPYRIGHT INFRINGEMENT
Rdio respects the intellectual property rights of others and we ask our users to do the same. If you believe a user of the Service Applications or Rdio Service is infringing your copyright or the copyright of any third party, please notify Rdio in accordance with the following procedure: All notifications of copyright infringement must be in writing and directed to Rdio’s designated agent at the following mailing address, fax number or email address: If you are using the Rdio Service in the United States, Canada, Australia or New Zealand: Attn: Copyright Agent
c/o Rdio, Inc.
1550 Bryant Street, Ste. 220
San Francisco, CA 94103 (415) 512-7555 (fax)
[email protected] If you are using the Rdio Service in any country within the European Union or otherwise outside of the United States, Canada, Australia and New Zealand, except Brazil: Attn: Copyright Agent c/o Rdio S.à.r.l. 20, rue Eugène Ruppert L-2453 Luxembourg (415) 512-7555 (fax)
Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works, (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit Rdio to locate the material, (iv) information reasonably sufficient to permit Rdio to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
In the event of any copyright or other intellectual property infringement claim, you acknowledge and agree that as between Rdio and any provider of a mobile application platform, Rdio, and not any provider of a mobile application platform, will be solely responsible for the investigation and discharge of any such claim.
Rdio may modify or update these Terms of Service at any time without notice. Any additional or different terms in these Terms of Service will be effective upon being posted on the Rdio Site. It is your responsibility to review these Terms of Service periodically. Your continued use of any of the Rdio Service following the posting of any additional or different terms in these Terms of Service constitutes your irrevocable acceptance of those additional or different terms. Rdio reserves the right to add, change, modify, suspend or discontinue all or any of the Rdio Service, in its sole discretion, at any time. Unless expressly stated otherwise, the use of any new or existing Rdio Service, including the availability of services or products through the Service Applications, will be subject to these Terms of Service. In addition, Rdio may also impose limits on any of the Rdio Service or restrict your access to portions or all of the Service Applications in its sole discretion without notice or liability. Rdio reserves the right to refuse to provide you with access to any of the Rdio Service or to allow you to create a user account for any reason.
20. EQUITABLE REMEDIES
You hereby agree that Rdio would be irreparably damaged if these Terms of Service were not specifically enforced, and therefore you agree that Rdio will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Service, in addition to such other remedies as Rdio may otherwise have available to it under applicable laws.
21. EXPORT ADMINISTRATION
You will comply fully with all relevant export laws and regulations of the territories in which the Rdio Service is made available, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”). Without limiting the generality of the foregoing, you will not, and you will require your representatives not to, export, direct or transfer the Service Applications, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls. You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
23. GOVERNING LAW; JURISDICTION
If you are using the Rdio Service in the United States, Canada, Australia or New Zealand the following applies: These Terms of Service will be is governed by, and will be construed under, the laws of the United States of America and the laws of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 24 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the Rdio Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California and you agree to submit to the personal jurisdiction and venue of such courts.
If you are using the Rdio Service in any country within the European Union or otherwise outside of the United States, Canada, Australia and New Zealand, except Brazil the following applies: The laws applicable to the interpretation of these Terms of Service shall be the laws of Luxembourg, without regard to any conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 24 below (and claims proceeding in any small claims court), you irrevocably submit to the personal and exclusive jurisdiction of the courts located within Luxembourg for all disputes arising out of or related to your use of any of the Rdio Service.
24. DISPUTE RESOLUTION
If you are using the Rdio Service in the United States, Canada, Australia or New Zealand Sections 24.1, 24.2, 24.3, 24.4, 24.5, 24.6, and 24,7 apply as follows:
Before initiating any arbitration or court proceeding, you and Rdio agree to first attempt to negotiate any dispute, controversy or claim related to these Terms of Service (“Claim”) (except those Claims expressly provided in Section 24.6 below) informally for at least thirty (30) days. Negotiations will begin upon written notice. Rdio will send its notice to your billing or other physical address (if on file with Rdio) and email you a copy to the email address you have provided. You will send your notice to Rdio, Inc., 1550 Bryant Street, Ste. 220, San Francisco, CA 94103, ATTN: CEO.
24.2 Binding Arbitration
If the parties fail to resolve a Claim through negotiations within the above thirty (30) day period, you and Rdio agree that, except as provided in Section 24.6 below, all Claims will be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party will be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms of Service. In the event of a conflict between the terms set forth in this Section 24and the JAMS Rules, the terms in this Section 24 will control and prevail. Except as otherwise set forth in Section 24.6, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms of Service, (i) you and Rdio may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator's decision will be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND RDIO ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
24.3 Arbitration Fees
If you initiate arbitration for a Claim, you will only need to pay an arbitration initiation fee of $250 and we will pay all other costs charged by JAMS for initiating the arbitration. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules. Notwithstanding anything in the clause titled “Miscellaneous” above to the contrary, you will not be required to pay our attorneys’ fees or other costs if you do not prevail in the arbitration.
The arbitration will take place in your hometown area if you so notify Rdio in your notice of arbitration or within ten (10) days following receipt of Rdio’s arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in San Francisco, California, unless the parties agree to video, phone and/or Internet connection appearances.
You and Rdio agree that any arbitration will be limited to the Claim between Rdio and you individually. YOU AND RDIO AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION WILL BE JOINED WITH ANY OTHER.
24.6 Exceptions to Negotiations and Arbitration
You and Rdio agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or Rdio’s intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction in lieu of arbitration. As some jurisdictions do not allow for some of the dispute resolution provisions set forth in these Terms of Service, some of these provisions may not apply to you.
You and Rdio agree that if any portion this “Dispute Resolution” section is found illegal or unenforceable (except any portion of Section 24.6 above), that portion will be severed and the remainder of this section will be given full force and effect. If Section 24.6 above is found to be illegal or unenforceable then neither you nor Rdio will elect to arbitrate any Claim falling within that portion of Section 24.6 above found to be illegal or unenforceable and such Claim will be exclusively decided by a court of competent jurisdiction within San Francisco, State of California, United States of America, and you and Rdio agree to submit to the personal jurisdiction of that court. If you are using the Rdio Service in any country within the European Union or otherwise outside of the United States, Canada, Australia and New Zealand, except Brazil Section 24.8 applies as follows:
24.8 Dispute Resolution Procedure
You agree that, in the event any dispute or claim arises out of or relates to your use of the Service Applications or the Rdio Service such dispute or claim shall be resolved in accordance with the following escalation procedure:
(a) you and Rdio will attempt in good faith to negotiate a written resolution of the matter directly between the parties;
(b) if the matter remains unresolved for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, all parties shall join in non-binding mediation services in Luxembourg with a mutually agreed mediator in an attempt to resolve the dispute;
(c) if the parties are unable to resolve the dispute following referral of the matter to mediation in accordance with clause 24.8(b) above, then they shall be free to pursue such other remedies as may be available under applicable law or these Terms of Service;
(d) should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorney's fees, even if you would otherwise be entitled to them. You further agree not to bring claims on a representative, class member basis, or as a private attorney general. In the event any litigation is brought by you or Rdio in connection with these Terms of Service, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
If you have any questions about these Terms of Service or your rights or Rdio’s obligations relating to any of the Rdio Service, please email us at [email protected] or you may contact us by mail at: If you are using the Rdio Service in the United States, Canada, Australia or New Zealand: Rdio, Inc. 1550 Bryant Street, Ste. 220 San Francisco, CA 94103 If you are using the Rdio Service in any country within the European Union or otherwise outside of the United States, Canada, Australia and New Zealand, except Brazil: Rdio S.à.r.l. 20, rue Eugène Ruppert L-2453 Luxembourg 26. CALIFORNIA RESIDENTS If you are unable to resolve a complaint you may have regarding any of the Rdio Service, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite North 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
27. ELECTRONIC COMMUNICATIONS
You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Rdio to show your acceptance of the Terms of Service), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Rdio Service.
© 2013 Rdio, Inc.