PANDORA MEDIA, INC.
(EFFECTIVE AS OF NOVEMBER 6, 2012)
PLEASE READ CAREFULLY
Should you have any questions concerning this Agreement or need technical support, you may contact Pandora support by visiting http://help.pandora.com/.
This Agreement is concluded between you and Pandora only, and not with Apple, Inc. ("Apple"). In addition, Pandora, not Apple, is solely responsible for the Pandora Service, the Licensed Application and the content thereof. You and Pandora acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
Pandora is solely responsible for providing any maintenance and support services with respect to the application used to access the Pandora Service (the "Application"), as specified in this Agreement, or as required under applicable law. You and Pandora agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application, or any updates thereto. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application to you, if applicable. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Pandora Services or the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Pandora's sole responsibility.
You and Pandora acknowledge that in the event of any third party claim that the Licensed Application or your possession and use of that Application infringes that third party's intellectual property rights, Pandora, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Pandora, not Apple, is responsible for addressing any claims of the end-user or any third party relating to the Application or your possession and/or use of that Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
1. AUTHORIZED USERS
1.1 Residence; Age Requirement; Authority. In order to use any of the Pandora Services, you must be a resident of a country in which Pandora is legally authorized to operate the Pandora Services and be at least 13 years of age. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement, and (ii) you are at least 13 years old. If you do not agree to, or cannot comply with, any of the terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access any of the Pandora Services. NOTWITHSTANDING ANY DESCRIPTIONS OR REPRESENTATIONS ON THE PANDORA SERVICES, NOT ALL FEATURES OF THE PANDORA SERVICES MAY BE AVAILABLE IN YOUR COUNTRY.
2101 Webster Street
Oakland, CA 94612
Opting out may prevent you from receiving messages regarding Pandora or special offers.
1.3 Account Confidentiality. You agree that you will not allow others to use any aspect of your Account Information. You have responsibility for taking steps to maintain the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. Pandora will not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account and you agree to indemnify and hold harmless Pandora, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.
1.4 Security. To prevent unauthorized access, to maintain data accuracy, and to ensure the appropriate use of Account Information, Pandora uses appropriate physical, technical and administrative procedures to safeguard the information we collect.
We use Secure Sockets Layer (SSL) encryption when collecting or transferring sensitive data such as credit card information. SSL encryption is designed to make the information unreadable by anyone but us.
Credit card numbers are used only for processing payments and are not used for other purposes.
2. LICENSE TO PANDORA SERVICES
2.1 License Grant.
A. Pandora grants to you a limited, non-exclusive, non-transferable license to access and use the Pandora Services in legally authorized jurisdictions for personal non-commercial purposes only, except as expressly permitted in Section 2.1(B) below. If you subscribe to any of the Pandora Services, this license is contingent upon your payment of any applicable subscription fees and your compliance with any other terms and conditions applicable to you as a subscriber. Any violation by you of the license provisions contained in this Section 2.1 may result in the immediate termination of your right to use the Pandora Services. Pandora reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE PANDORA SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
B. Notwithstanding Section 2.1(A), you may use the Pandora Services in the United States for business use only if you have met all of the following conditions:
2. You must maintain an active DMX account, including being current on all payments and compliance with all other requirements, and you may use the Pandora Service for business only through the DMX media player.
3. You must have an active account with Pandora.
Your right to use the Pandora Service for business may be terminated by either DMX or Pandora if you fail to comply with any applicable DMX Terms or this Agreement. In the event of a conflict between this Agreement and the DMX Terms, the DMX Terms shall control solely with respect to the use of the Pandora Service for business. Pandora reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY BUSINESS USE OF THE PANDORA SERVICES NOT SPECIFICALLY PERMITTED IN THIS SECTION 2.1(B) IS STRICTLY PROHIBITED AND MAY RESULT IN IMMEDIATE TERMINATION OF YOUR RIGHT TO USE THE PANDORA SERVICES.
2.2 Updates. Pandora may from time to time make available to all users of the Pandora Services, updates at no cost or subject to additional fees in Pandora's sole discretion. "Updates" means any updates, upgrades or error corrections to the Pandora Services that Pandora makes available generally to users of the Pandora Services. Notwithstanding anything else contained in this Agreement, Pandora will have no obligation to continue producing or releasing new versions of the Pandora Services or any updates thereto.
You agree that you will not:
3.1 use the Pandora Services to reproduce copyrighted materials;
3.2 copy, store, edit, change, prepare any derivative work of or alter in any way any of the tracks streamed through the Pandora Services;
3.3 make the Pandora Services available over a network (other than Pandora's network) where it could be used by others;
3.4 provide your password to any other person;
3.5 translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Pandora Services or any portion of them, except as expressly allowed under applicable law;
3.6 circumvent any technology used by Pandora or its licensors to protect content accessible via the Pandora Services;
3.7 rent, lease or sublicense any of the Pandora Services; or
3.8 use the Pandora Services in any way that violates the terms of this Agreement.
As between you and Pandora, you acknowledge that Pandora owns or has a license to all title and copyrights in and to the Pandora Services. All title and intellectual property rights in and to the licensed content in the Pandora Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.
5. PANDORA TRADEMARKS AND THIRD-PARTY TRADEMARKS
The following are registered trademarks or trademarks of Pandora: Pandora, and its design logo, Music Genome Project, as well as certain other Pandora trademarks, service marks, graphics, and logos (collectively, the "Pandora Trademarks") used in connection with the Pandora Services. The Pandora Services may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Pandora Trademarks or the trademarks of any third party.
The Pandora Services use technology to protect the digital information provided by Pandora from unauthorized use. Your use of the Pandora Services may be limited by such technology. You acknowledge that, from time to time, Pandora may modify or discontinue using such technology. Security modifications made by Pandora may from time to time include required updates to the Pandora Services. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.
8. AGREEMENT TO PAY
If you elect to become a subscriber to the Pandora Services, you agree to pay all fees and charges associated with your subscription on a timely basis. All such fees and charges (including any taxes and late fees, as applicable) will be charged on your credit card. You will maintain valid credit card information in your Account Information.
This Agreement will remain effective until terminated by you or terminated by us; provided that Sections 3 - 5 and 9 - 13 will survive termination and continue in effect.
EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS, SUCH AS THE AUSTRALIAN CONSUMER LAW SET OUT IN SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH):
10.1 THE PANDORA SERVICES (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS AND ANY LICENSED CONTENT ARE LICENSED TO YOU "AS IS." ANY USE OF THE PANDORA SERVICES WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANDORA DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PANDORA MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE PANDORA SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND PANDORA DISCLAIMS ANY LIABILITY RELATING THERETO.
10.2 PANDORA MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE PANDORA SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, PANDORA MAY MODIFY, SUSPEND, OR DISCONTINUE THE PANDORA SERVICES (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER PANDORA ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE PANDORA SERVICES, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.
10.3 YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. PANDORA DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
10.4 YOU UNDERSTAND THAT YOU MAY ENCOUNTER OFFENSIVE, INDECENT OR OTHER OBJECTIONABLE CONTENT WHEN USING THE PANDORA SERVICES. PANDORA WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH CONTENT.
10.5 SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE PANDORA SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT PANDORA ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.
11. LIMITATION OF LIABILITY
EXCEPT FOR ANY APPLICABLE LIABILITIES OR REMEDIES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS, SUCH AS THE AUSTRALIAN CONSUMER LAW SET OUT IN SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH):
11.1 IN NO EVENT WILL PANDORA BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF PANDORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PANDORA OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.
11.2 PANDORA'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE APPLICABLE PANDORA SERVICES AT ISSUE.
YOU WILL INDEMNIFY AND HOLD PANDORA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY SUITS OR CLAIMS ARISING OUT OF (I) YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) YOUR USE OF THE PANDORA SERVICES.
13. GENERAL INFORMATION
13.1 You will be responsible for providing the DSL, cable modem and any other hardware and software necessary to use the Pandora Services.
13.2 Pandora or its business partners may present advertisements or promotional materials via the Pandora Services. Your dealings with, or participation in promotions of any third-party advertisers via the Pandora Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that Pandora is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Pandora Services.
13.3 The Pandora Services may present links to third-party Web sites or third-party services not owned or operated by us. We are not responsible for the availability of these third-party sites or services or their contents. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any content of any such third-party site or services or goods or services available through any such third-party site or service.
13.4 The Pandora Services are owned or licensed by Pandora and are protected by the copyright laws of the United States and other countries in which the Pandora Services are made available. You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void. Music is licensed in Australasia by PPNZ Music Licensing, http://www.ppnz.co.nz.
13.5 This Agreement will be governed by the laws of the State of California, without regard to conflicts of laws provisions thereof. Except as expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with Pandora or relating in any way to your use of the Pandora Services will be in the state and federal courts of the State of California and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of Alameda, California.
13.6 Should you have any questions concerning this Agreement or need technical support, you may contact Pandora support by visiting http://help.pandora.com.
13.7 Pandora may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, mobile text message, written or hard copy notice, or through conspicuous posting of such notice on Site, as determined by Pandora in its sole discretion. Pandora reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement.
13.8 Pandora provides an explicit content feature that, when enabled, will filter out explicit content on your Pandora stations. You can enable this feature from your computer in the account area of Pandora.com. The explicit filter setting is applied to your account on Pandora.com as well as all Pandora enabled devices including for instance mobile phones, internet connected Blu-ray players and table top radios. You can also find out more about this explicit content feature by visiting http://help.pandora.com.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.