Version 1.1, published October 16, 2012

This is the Rdio Artist Program Terms of Use (“Terms of Use”) that will govern your participation in the Rdio Artist Program, providing you with complimentary access to the website located at www.rdio.com (the “Site”) and music service offered through the Site (the “Music Service”) and allowing you to refer potential users (“Users”) to the Site and the Music Service in exchange for a specified fee (the “Fee”) as outlined herein, on the Site, or in your Account (defined below) (collectively, the “Program”).

In these Terms of Use, “Rdio,” “we,” “us” or “our” 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).

To be an authorized affiliate of Rdio, you (“Affiliate,” “you” or “your”) must agree to be bound by these Terms of Use. If you have registered for or on behalf of an entity, you are deemed to have accepted this Terms of Use on behalf of that entity.

1. Requirements

Before you can submit your registration information or use the Program, you must read and consent to this Terms of Use, the Terms of Service and the Privacy Policy, which you will be deemed to have done by utilizing the Program or by clicking “I ACCEPT” if presented with this Terms of Use in a click-through format. These requirements may change as the Program evolves.

2. Updates

Rdio may revise this Terms of Use, the Terms of Service and the Privacy Policy at any time. The next time you use the Program after such an update, you may be prompted to agree to or decline the revised Terms of Use. You must agree to all revisions if you choose to continue using the Program. By using the Program, you agree to the then-current version of the Terms of Use, Terms of Service and Privacy Policy as posted on the Site. If at any point you do not agree to any portion of the then-current version of the Terms of Use, Terms of Service or Privacy Policy, you must immediately stop using the Program. For your convenience, the date of last revision of this Terms of Use is included at the top of this page. Rdio may add, remove, suspend or discontinue any aspect of any Program, Site or Music Service at any time.

3. Registration

3.1. Registration

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).

3.2. Verification

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.

Please be advised that if any information is determined in good faith by Rdio to be misleading, inaccurate or untruthful, Rdio may restrict, deny or terminate your Account, your access and use of, and/or any benefits derived from your participation in the Program. Rdio may also withhold payment of any Fees that may be or become due or payable to you, and may assess charges against such amounts for Rdio’s activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with these Terms of Use.

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. Participation

4.1. Participation

Subject to the terms and conditions in this Terms of Use and after Rdio’s acceptance of your registration, you may use the Program through the Site or otherwise to obtain a URL, and/or other HTML or code that links to the Site and Music Service (the “Qualified Links”) and/or to obtain an embeddable music player that links to the Site and Music Service (the “Music Player,” collectively the Qualified Links and Music Player shall be defined as the “Artist Links”) to be displayed, distributed or placed on web sites, emails, Twitter tweets, Facebook updates, text messages or through other similar distribution methods (the “Affiliate Outlets”), which may be tracked by Rdio to monitor subscriptions to the Music Service by Users initially referred to the Site through the Artist Links that have fully paid and active subscriptions for at least one (1) month following such referral (“Qualified Subscriptions”). The Artist Links may be displayed in or in association with information, data, text, documents, software, music, sound, photographs, graphics and videos provided by Rdio (“Promotional Content”). You may use the dashboard provided through your Account (the “Dashboard”) to track and report on, and/or manage (or have managed) Artist Links and related Fees and payments on behalf of your business. For the sake of clarity, a Qualified Subscription shall not include a subscription made by a User who previously subscribed for the Music Service through an Artist Link, subsequently cancelled their Music Service subscription after such subscription becomes a Qualified Subscription and subsequently re-subscribes to the Music Service through your Artist Link (a “Re-Subscriber”), even if such Re-Subscriber’s new subscription would otherwise qualify as a Qualified Subscription.

4.2. Complimentary Rdio Subscription

As consideration for the performance of Affiliate’s activities under this Terms of Use, Affiliate will receive a complimentary subscription to the Music Service subject to Rdio’s standard Terms of Service and Privacy Policy. Rdio reserves the right to cancel, terminate, and/or discontinue such complimentary subscription at any time at its sole discretion.

4.3. Account

To access the Program and your Dashboard, you must have an account (“Account”). You can create an Account by completing the registration process. You are entirely responsible for maintaining the confidentiality of the Account password. You agree to notify Rdio immediately if you believe that an Account password may have been compromised. You may not share or transfer any Account. You may not disclose your password to anyone, except you may allow your representatives who are subject to confidentiality obligations as outlined in Section 10 to create separate usernames and passwords to access your Account. You are solely liable and responsible for the actions of your representatives through your Account. You have the right to cancel any Account registered to you at any time. You may cancel any Account registered to you by following the instructions on the Site. If you voluntarily terminate an Account, you may reactivate that Account at any time through the Account interface on the Site. Accounts terminated by Rdio for any type of abuse, including without limitation a violation of this Terms of Use, may not be reactivated for any reason.

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 artistprogram@rdio.com.

5.8. Discontinuing Use of Artist Links

You may at any time discontinue use of Artist Links by removing such Artist Links and any associated Promotional Content from Affiliate Outlets, with or without notice to Rdio, provided, however, that you remain subject to this Terms of Use until you separately terminate this Terms of Use.

6. Fees

6.1. Fees

As consideration for the performance of Affiliate’s activities under this Terms of Use, Affiliate will earn a Fee in an amount equal to Ten Dollars ($10 USD), or such other amount specified on your Dashboard, resulting from each end User that subscribes to and maintains a Qualified Subscription (each a “Purchaser”) from that end user clicking the Artist Link from Affiliate Outlets (a “Qualified Purchase”). Only one Qualified Purchase will qualify for the Fee per User during the term of this Terms of Use. Each Qualified Subscription must remain fully paid and active for at least one (1) month in order to be considered a Qualified Purchase hereunder. Subscriptions made by Re-Subscribers will not generate Fees. Rdio has the right to change the Program details with respect to Qualifying Purchases and compensation at its sole discretion upon prior notice, including, without limitation, changes to the Fees. You acknowledge that Rdio will not be liable for paying Fees to you for subscriptions due to a cancellation of such subscription by a User prior to such subscription becoming a Qualified Subscription for any reason.

6.2. Payments

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.

6.3 Tax

The Fees paid to Affiliate are inclusive of any and all taxes owed by Affiliate. Affiliate shall be fully responsible for paying all applicable Federal, State, and local taxes or other charges with respect to the Fees and Affiliate’s use of and participation in the Program under this Terms of Use, including without limitation, income taxes, withholding taxes, social security, disability, unemployment and the like. Affiliate agrees to indemnify and hold harmless Rdio for any and all liability (including, without limitation, penalties and interest) sustained because of Affiliate’s failure to pay such taxes. In the event that indemnification is owed from Affiliate to Rdio, Affiliate agrees to make this indemnification payment in full to Rdio within five (5) calendar days from the date that written demand for indemnification payment is received by Affiliate from Rdio.

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.

7.2. Errors

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.

7.3. Privacy Policy

You will ensure that any and all Affiliate Outlets employed by you in connection with your participation in the Program will feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from such Affiliate Outlet’s home page, with a link that contains the word "Privacy", "Legal", "Terms" or similar language. Such privacy policy shall, in addition to the disclosures about such Affiliate Outlet’s privacy practices, identify the collection, disclosure and use of any information related to a User that you provide or may provide to Rdio. Such privacy policy shall also provide information on such Affiliate Outlet’s use of tracking devices, such as, but without limitation to, cookies, including tracking devices enabled by Rdio at your request on your behalf. Such Affiliate Outlet’s website will also include all legally required information regarding use of tracking devices, such as cookies, including where required, information regarding the removal of cookies and other tracking devices.

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

Provided that Rdio approves your registration to participate in the Program, that you meet all of the requirements to take part in the Program, and provided further that you are not in breach of this Terms of Use at any time, Rdio grants you a personal, non-exclusive, non-transferable, non-sublicenseable, revocable and limited license and right, subject to the terms of this Terms of Use, to:

(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
(d) Use any Artist Links or Promotional Content only in the form that is provided by Rdio solely for the purpose of participating in the Program and obtaining Qualified Subscriptions in accordance with this Terms of Use.

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

This Terms of Use does not grant to you any license or right to use Rdio's name or any of its logos or trade or service names or marks, except to the extent required to be used in connection with the Artist Links or Promotional Content. Any press release or other public announcement by you regarding this Terms of Use, the Site, the Music Service, the Program or that mentions Rdio shall require the prior written approval of Rdio. You agree that you shall not disparage Rdio, the Program, the Site, the Music Service or any other participants thereof.

8.3. Duration of License Rights; Reservation

The above licenses are valid only while you remain a member of the Program in good standing and comply with this Terms of Use. Rdio may revoke any such license at any time by giving you notice by e-mail, through your Account or otherwise in writing. Rdio reserves all rights that are not specifically granted to you by this Terms of Use.

8.4. Ownership

You acknowledge and agree that as between the parties to this Terms of Use, Rdio shall, at all times, exclusively own all right, title, and interest in and to the Artist Links and Promotional Content, except the limited revocable license granted to you herein.

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

Nothing in this Terms of Use shall prevent Rdio from making any public or private statements about your business relationship with Rdio and/or your participation in the Program.

10. Non-Disclosure

10.1. Confidential Information

You acknowledge that in connection with your participation in the Program, you will be provided with confidential and proprietary data and information from time to time through Reports as well as other information related to the Program through your Dashboard, Account or otherwise. Such confidential and proprietary data and information may be owned by Rdio and/or its suppliers or contractors. You will retain ownership of any data and information that you independently collect through your Affiliate Outlets without the use of the Dashboard, Account, Site, Reports or Program, provided that any data and information that may be provided by you to Rdio shall be deemed to be covered by the licenses granted to Rdio under this Terms of Use.

10.2. Need to Know Basis

You will keep all Reports, data and other confidential information provided to you through the Dashboard or otherwise strictly confidential. You may disclose any such confidential information only to your employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information. Without Rdio’s prior written consent, you will not disclose any such confidential information to any third party (except your employees, officers and directors as set forth above) or use any such confidential information other than solely as and to the extent required for you to perform under this Terms of Use.

10.3. Legally Required Disclosures

If you receive any document request, interrogatory, subpoena or other legal process (“Request”) that would, by its terms, require the disclosure of any Confidential Information protected by this Terms of Use, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, you will notify Rdio in writing of your receipt of such Request, and shall provide a copy thereof.

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;

(c) This Terms of Use has been duly and validly authorized, accepted, executed and delivered by you (or your authorized representative) and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms, and in the event you are entering this Terms of Use on behalf of a company or other entity, you are duly authorized to do so;

(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;

(e) Any use by you of the Artist Links and Promotional Content will comply with the terms and conditions provided herein, including Rdio’s Terms of Service and Privacy Policy;

(f) Your Affiliate Outlets do not and will not promote, advocate, facilitate, link to, or otherwise contain any content featuring Prohibited Activities;

(g) Any content and/or other materials you upload, deliver, authorize or otherwise make available to Rdio will not infringe or violate any proprietary or intellectual property rights of any other person or entity, including copyrights, trademark rights and rights of publicity and privacy; you have full authority to act, in accordance with these Terms of Use, on behalf of any and all owners of any right, title or interest in and to such content and/or other materials; and you own or control the necessary rights in order to make the grants of rights, licenses and permissions herein (e.g., in Section 9), and the exercise of such rights, licenses and permissions by Rdio, its affiliates and contractors shall not violate or infringe the rights of any third party;

(h) To the extent that you are required to obtain rights, licenses, permissions, clearances and/or approvals in connection with performance of these Terms of Use and/or Rdio’s exercise of the rights granted to Rdio hereunder, you have done so or will timely do so; and

(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

13.1. YOU AGREE THAT THE TOTAL LIABILITY OF RDIO AND RDIO RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS TERMS OF USE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

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.

13.3. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS TERMS OF USE SHALL NOT APPLY TO ANY LIABILITY FOR (A) DEATH OR PERSONAL INJURY RESULTING FROM RDIO'S NEGLIGENCE OR (B) FRAUDULENT MISREPRESENTATION ON THE PART OF RDIO. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 13 MAY NOT APPLY TO YOU.

14. Indemnification

14.1. Indemnification

You agree to defend, indemnify and hold harmless Rdio and Rdio’s Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives from and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on: (a) any misrepresentation or breach of any representation, warranty, or covenant made by you in this Terms of Use; (b) any conduct, or activity, error or omission by you, your employees, officers and directors, including in relation to your participation in the Program, your use of the Affiliate Outlets, your use of the Artist Links or Promotional Content, your use of the Dashboard or Account, or otherwise; (c) any violation by you of any law, regulation or rule; and/or (d) any actual or alleged infringement by you of any intellectual property rights or other rights of any person.

14.2. Defense

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.

14.3. Set-off

Rdio may set off any amount to which it may be entitled or reasonably expected to become entitled under this Terms of Use, the Terms of Service and Privacy Policy, against any amounts, including Fees, otherwise payable to you under this Terms of Use. The exercise of such right of set-off by Rdio in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under this Terms of Use. Neither the existence of nor the failure to exercise such right of set-off will constitute an election of remedies or limit Rdio in any manner in the enforcement of any other remedies that may be available to it.

15. Termination

15.1. Termination

You or Rdio may, at any time, with or without cause, terminate this Terms of Use and your participation in the Program. You may affect such termination through your Account.

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

16.1. Upon any termination of this Terms of Use and/or your participation in the Program:

(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.
(b) Any and all licenses and rights granted to you under this Terms of Use shall immediately cease and terminate.
(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.
(e) Rdio shall pay Affiliate any outstanding Fees for Qualified Purchases that occurred prior to such termination within fifteen (15) days of the end of the next calendar month, provided no set-off is due or anticipated to be due as outlined under Section 14.3 of this Terms of Use.

16.2. All rights or remedies arising out of a breach of any terms of this Terms of Use shall survive any such termination of this Terms of Use.

16.3. Sections 16 and 17, and any provision which by its terms are intended to survive any expiration or termination of this Terms of Use, will survive any expiration or termination of this Terms of Use. Your representations and warranties and indemnification obligations in this Terms of Use shall survive execution, delivery, acceptance, performance, expiration or termination of this Terms of Use.

17. Miscellaneous

17.1. Independent Contractors

Your relationship with Rdio shall be that of an independent contractor. Nothing contained herein shall be deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Rdio. Nothing in this Terms of Use shall confer upon either party any authority to obligate or bind the other in any respect or cause either party to have a fiduciary relationship to the other.

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.

17.3. Assignability

You shall not assign, sublicense, rent, lease, sell, resell, outsource or delegate any of the rights or obligations under this Terms of Use, and any such attempted action shall be void. Subject to the preceding sentence, this Terms of Use is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.

17.4. Severability

If any portion of this Terms of Use is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Terms of Use shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.

17.5. Governing Law and Jurisdiction

The laws of the State of California will govern this Terms of Use without giving effect to any principles of conflicts of laws. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. You further agree that any disputes or claims that you may have against will be resolved by the state and federal courts located in San Francisco, California and you agree to submit to the exclusive personal jurisdiction of such courts. You also agree that, in the event any dispute or claim arises out of or relating to your use of the Program, that you and Rdio will attempt in good faith to negotiate a written resolution of the matter. You agree that if the matter remains unresolved for ninety (90) days after notification (via certified mail or personal delivery) that a dispute exists, if requested by Rdio during such period, you and Rdio shall join in mediation services in San Francisco, California with a mutually agreed upon mediator in an attempt to resolve the dispute. Should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter as described above, then you agrees that you will not be entitled to recover attorneys’ fees, even if you would otherwise be entitled to them.

17.6. Entire Agreement

This Terms of Use is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Terms of Use, but excluding the Terms of Service and Privacy Policy), representations, warranties or covenants between the parties with respect to such subject matter. You have not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Terms of Use) made by or on behalf of Rdio before you entered into this Terms of Use, and you waive all rights and remedies which, but for this clause, might otherwise be available to you in respect of any such representation, warranty, collateral contract or other assurance. There are no third party beneficiaries of this Terms of Use. The headings of sections or other subdivisions of this Terms of Use will not affect in any way the meaning or interpretation of this Terms of Use.

17.7. Notices

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

You and Rdio expressly acknowledge and agree that the language governing these Terms of Use, the Terms of Service and the Privacy Policy and any other terms and conditions governing the Program incorporated herein or incorporating these Terms of Use (collectively, the “Terms”), will be English. For your convenience, Rdio may provide you with a translation of the English language version of the Terms. In the event of any inconsistency between a non-English version of the Terms and the English version, the English version will govern your relationship with Rdio.