Version 1.1, published October 16, 2012
To use the Program as an Affiliate and for creation of your Account (as defined below), you must provide Rdio with truthful, accurate and complete registration information. If any such information changes, you must immediately update your registration information. Such information shall include but not be limited to a valid account for acceptance of payment of the Fees from Rdio as further outlined in Section 6.2, which must be verified by Rdio, and applicable tax forms (i.e., a completed W-9 if you are subject to United States tax requirements or a completed W8-BEN).
Rdio has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information at any time, including without limitation, your identity.
Please note that the verification of your registration information, specifically, your name, address and tax identification number, against a third party database may be considered under certain laws to constitute a "credit check." Notwithstanding that, your participation in the Program as an Affiliate does not depend on your credit worthiness or financial stability. Rdio is not making as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual's credit history and personal financial information without first obtaining such individual's express prior authorization to do so.
3.3. Program Requirements
To join the Program, you must be an individual who is at least 18 years old or an entity, and must provide at your expense your own computer equipment, Internet access, mobile handset and/or telecommunication access. You acknowledge that the Program is solely offered based upon certain internal criteria and/or requirements as Rdio may determine from time to time. You must obtain approval from Rdio before you may participate in the Program. Rdio reserves the right to reject your registration to the Program for any reason or no reason at Rdio’s sole discretion.
4.2. Complimentary Rdio Subscription
4.4. Prohibited Activities
In order to be eligible to participate in, and continue participating in, the Program, you may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes, and your Affiliate Outlets must not promote, advocate, facilitate, link to, or otherwise contain any content featuring any of the following (the “Prohibited Activities”): (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability or any other unlawful basis under applicable law; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities (excluding by way of your artistic expression or in association with your legal self-promotion as an artist); (d) gambling (excluding by way of your artistic expression or in association with your legal self-promotion as an artist); (e) sale or export of illegal substances (excluding by way of your artistic expression or in association with your legal self-promotion as an artist); (f) terrorism, sedition or other illegal activities; (g) MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the intellectual property rights; (h) a conflict or violation of any law or regulation or commission of fraud; (i) harm to minors in any way; (j) impersonation of any person, including any music artist or Rdio representative, or misrepresentation of affiliation with any person; (k) hacking, “phishing” or “phreaking”; (l) material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (m) software, products or services that are illegal or that violate the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), or services that send unsolicited advertisements; (n) software, products or services that harvest or collect the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users; (o) any material that otherwise infringes upon the rights of any third parties including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy, violation of any anti-discriminatory law or regulation, or any other right of any person or entity; and (p) spoofing, redirecting or trafficking from other websites in an effort to gain traffic.
5. Artist Links and Promotional Content
5.1. Use of Artist Links
Each Artist Link used by you in relation to the Program must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available or otherwise dictated by Rdio that, among other things, associate such Artist Link with the Program.
5.2. Valid Referrals Only
You will place or use Artist Links only with the intention of obtaining Qualified Subscriptions. You may not, nor knowingly permit any person to, activate a Artist Link or inflate the amount of any sought-after or resulting tracked activities through any method or technology that does not actually deliver a potential User to the destination Site associated with such Artist Link. You shall not attempt to have the same User obtain a Qualified Subscription more than once in an attempt to obtain additional Fees.
5.3. Rdio’s Determination Final and Binding
All of Rdio’s determinations of Artist Links and the compensation due to you for Qualified Subscriptions shall be final and binding on you. Rdio is under no obligation to investigate or to resolve any claim or dispute involving you and any third party. If Rdio, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to you or any other party to the claim or dispute.
5.4. Distribution of Artist Links
If you currently distribute, or plan to distribute, Artist Links on, to or through Affiliate Outlets, you hereby agree that upon Rdio’s request from time to time, you will use commercially reasonable efforts to provide Rdio a list of Affiliate Outlets (together with any reasonably requested information about any such Affiliate Outlets) where Artist Links (and associated Promotional Content) have been, or are planned to be distributed and/or used, and you agree to provide prompt and reasonable cooperation to Rdio in any issues regarding where and how such Artist Links are distributed and/or used, including ceasing further distribution of such Artist Links (and associated Promotional Content) as requested by Rdio. Rdio will provide you guidelines and best practices regarding the use and distribution of Artist Links and Promotional Content, and you agree to use your best efforts to comply with such guidelines and practices.
5.5. No Misuse of Artist Links
You will not circumvent, reverse engineer, disassemble, decompile, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by Rdio to be used in or in connection with any Artist Links so that such Artist Links may be properly tracked by Rdio. Notwithstanding the foregoing, you may customize and modify Artist Links, provided such customization and modification does not interfere with any tracking codes and/or other technology and/or methodology required or made available by Rdio to be used in or in connection with any Artist Links so that such Artist Links may be properly tracked by Rdio.
5.6. Termination of Artist Links
Rdio may terminate any Artist Links associated with the Program. You must remove any Artist Links after any such termination by Rdio and any associated Promotional Content. If Artist Links are not so removed, Rdio may redirect such links as it determines in its sole discretion, with or without compensation to you.
5.7. No Modification of Promotional Content
You may not modify, resize, reformat, edit or otherwise alter any Promotional Content (excluding images provided by you), unless specifically permitted to do so by Rdio. In such event, any such modifications shall be strictly limited in accordance with such specific authorization. To request permission to make any such modification, please email Rdio at email@example.com.
5.8. Discontinuing Use of Artist Links
Once Affiliate has accrued at least Fifty Dollars ($50 USD) in Fees in your Account, Rdio will pay Affiliate such Fees within fifteen (15) days of the end of the next calendar quarter. In the United States, such payment shall be made by e-check deposit to Affiliate’s bank account associated with your Account, or if Affiliate designates PayPal as Affiliate’s preferred payment method, to the PayPal account associated with your Account. Outside of the United States, such payment shall be made to the PayPal account associated with your Account. All payments made to Affiliate shall be made in United States Dollars unless otherwise specified. It is Affiliate’s responsibility to keep Affiliate’s bank account or PayPal account information current in order for Rdio to accurately make the payment of Affiliate’s Fees and to pay all transaction fees through Affiliate’s account related to Rdio’s payment of such Fees. Rdio retains the right to defer payment of Fees, without interest, until the total amount of Fees then due to Affiliate equals or exceeds Fifty Dollars ($50 USD). Affiliate shall not be entitled to any Fees unless Rdio has been provided with complete and correct tax information. In the event of any overpayment to Affiliate due to error, returns, chargebacks, or other adjustments as provided herein, Affiliate, upon request of Rdio, will return such payment to Rdio. Alternatively, Rdio may elect to setoff such payment against other Fees to which Affiliate may be entitled.
7. Provision of Information
7.1. Reports; Revisions
You acknowledge and agree that you shall receive reports from Rdio that include data about your Artist Links and Qualified Subscriptions (the “Reports”) solely through your Dashboard from time to time. Fees will be calculated based on Rdio’s tracking data, which is deemed definitive and shall control in the event of any tracking dispute. The fact that a Qualifying Purchase is reported in the Reports in the course of a given period does not mean that the corresponding Fee is due to you, as Rdio will determine actual Fees, if any. Rdio will not be liable for paying Fees on purchases that are not correctly tracked and reported because the Artist Links between Affiliate Outlets and the Site are not properly formatted or for any other reason. Rdio will also not be liable for paying Fees with respect to any failure by Purchasers to properly use the Artist Links on Affiliate Outlets, including, without limitation, Purchasers disabling Rdio’s link tracking systems and technologies.
If you believe that any of your Reports for any month contains errors in the data about your Artist Links or Qualified Subscriptions hereunder, you must notify Rdio within thirty (30) days after the end of that month so that, if possible, the matter may be resolved. If any Reports for any month are corrected or adjusted after the end of the month by Rdio, then the period within which you must notify Rdio of errors in the corrected or adjusted data shall be thirty (30) days after such correction or adjustment is posted. Failure to notify Rdio of any such errors within the proscribed period shall be deemed a waiver by you of any claim to additional Fees due to any such errors. All determinations with respect to errors shall be subject to Rdio’s sole discretion and all decisions shall be final.
7.4. Backing Up Data and Other Precautions
Data transfer, conversion, processing and storage are subject to the likelihood of human and machine errors, delays, interruptions and losses. Rdio is not liable for any such events or their consequences. You are solely responsible for adopting measures to limit the impact of such events, including backing up any Reports or data provided to you. Rdio may, from time to time, with or without notice, change the time period covered, type and/or scope of current or historical data stored by Rdio and/or to which it provides you with access.
8. Affiliate Licenses
8.1. Your Use of Program
(a) Participate in Program for which your registration has been accepted by Rdio;
(b) Access or have a designated third party access the Dashboard and your Account necessary for your participation in such Program as an Affiliate;
(c) Download or have a designated third-party download any Reports made available to you by Rdio through the Dashboard, solely for your use in connection with your participation in the Program; and
All other use of the Program, Dashboard, your Account, any Reports made available to you by Rdio and such Artist Links and Promotional Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another website or mirroring is prohibited.
8.2. Use of the Rdio Name
8.3. Duration of License Rights; Reservation
9. Rdio Licenses
9.1. Use of Your Content
Other than as provided below and criteria and/or requirements specified by Rdio from time to time as set forth in Section 3.3, in order to participate in the Program, you are not required to provide Rdio with any content or other materials. Should you do so, by way of uploading, delivering or otherwise making available to Rdio any content and/or other materials (including any intellectual property rights therein and thereto), you agree to grant, and hereby grant, to Rdio a non-exclusive, worldwide, royalty-free, sublicenseable, perpetual license to use and store the same including in relation to conducting its business or performing any services in relation to the Program. This Section will survive any termination.
9.2. Use of Your Name
Rdio shall have the right to refer to you by your name, including your stage name as applicable, in connection with the Program, including without limitation in communications sent to actual or prospective participants of the Program, in blog posts about the Program, screen shots featuring the Program and other such promotional opportunities related to marketing the Program.
9.3. Disclosure of Business Relationship
10.1. Confidential Information
10.2. Need to Know Basis
10.3. Legally Required Disclosures
11. Representations and Warranties
11.1. You represent, warrant and covenant as follows:
(a) You have the legal right to conduct any business conducted by you including your use of any Affiliate Outlets participating in the Program;
(b) Any and all information you provide as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by Rdio;
(d) You and your affiliates, officers, directors, employees, consultants, agents and representatives, and the conduct of your business, your performance under any engagements with Rdio, and your use of any Artist Links or Promotional Content shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees, including, without limitation the requirements of the FTC Endorsement Guidelines;
(f) Your Affiliate Outlets do not and will not promote, advocate, facilitate, link to, or otherwise contain any content featuring Prohibited Activities;
(i) Your performance hereunder does not violate any third-party agreement to which you may have agreed, whether with a record label (e.g., a so-called “360 deal”), a union or guild, or any other entity, and you will comply with any applicable reporting, fee-sharing, or other requirements that may apply pursuant to such agreement, if any, to payment of Fees by Rdio or any other applicable performance hereunder.
12. DISCLAIMER OF WARRANTIES
12.1. THE PROGRAM, DASHBOARD, ACCOUNT, REPORTS, QUALIFIED LINKS, SITE, PROMOTIONAL CONTENT, MUSIC SERVICE AND ANY OTHER CONTENT PROVIDED BY RDIO TO YOU (“DISCLAIMED CONTENT”) ARE PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE."
12.2. EACH OF RDIO AND RDIO’S CORPORATE AFFILIATES AND ITS AND THEIR CONTRACTORS, LICENSORS, LICENSEES AND SUPPLIERS (“RELATED PARTIES”) HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, ADVERTISERABILITY, COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN OR TO THE DISCLAIMED CONTENT OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE. ADDITIONALLY, RDIO MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITE OR ANY TRACKING FUNCTIONALITY WILL BE UNINTERRUPTED OR ERROR-FREE.
13. LIMITATION ON LIABILITY
13.2. NONE OF RDIO AND RDIO RELATED PARTIES WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH PERSON WAS AWARE THAT SUCH DAMAGES COULD RESULT.
Rdio may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Rdio may participate in the defense of all claims as to which it does not assume defense and control, and you shall not settle any such claim without Rdio's prior written consent.
15.2. Restricted Use
Rdio may, in its sole discretion, suspend, limit, restrict, condition or deny your access to or use of all or any part of the Program, the Site, the Dashboard or your Account.
16. Effects of Termination
(a) You shall immediately cease to use and remove from any and all Affiliate Outlets, whether or not owned or operated by you, any and all Artist Links and all other Promotional Content or materials provided to you in connection with your participation in the Program.
(c) Rdio may terminate or, in its sole discretion, direct or redirect to any destination website any and all Artist Links continued to be used by you without Rdio incurring any further liability or obligation to you.
(d) Any and all confidential or proprietary information of Rdio that is in your possession or control must be immediately returned or destroyed. If requested, you will certify in a writing signed by you or an authorized officer as to the return or destruction of all such confidential or proprietary information.
17.1. Independent Contractors
17.2. Force Majeure
Rdio shall not be liable to you by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, strikes, lockouts or other industrial disputes, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of Rdio, whether or not similar to the foregoing.
17.5. Governing Law and Jurisdiction
17.6. Entire Agreement
Rdio may provide notices to you by posting notices or links to notices in Dashboard, in your Account or on the Site. Notices to you also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record the Program. If you provide notice to Rdio, such notice shall be sent, postage prepaid by U.S. registered or certified mail, return receipt requested, or by international or domestic overnight courier, to: Rdio, Inc., 1550 Bryant Street, Ste. 220, San Francisco, CA 94103, Attn: Legal Department.
17.8. English Language