Version 1.6.4, published December 27, 2013.

1. INTRODUCTION AND ACCEPTANCE OF TERMS

These Payment Terms (the “Payment Terms”) set forth an agreement between you and Rdio with respect to the subscription services, music downloads and other paid services made available by Rdio on or through the Rdio Service. 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 Payment Terms supplement the Terms of Service governing your use of the Rdio Service (the “Terms of Service”), which are incorporated here by reference. Any capitalized terms used in these Payment Terms and not defined here will have the meanings set forth in the Terms of Service.

In these Payment Terms, “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).

By using any of the Rdio Service, or by creating a user account, you signify your acceptance of these Payment Terms, 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 Payment Terms 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 Payment Terms. If you do not agree to these Payment Terms, you will not be able to subscribe to the Rdio Service, purchase music downloads or otherwise obtain other paid services made available by Rdio from time to time, and your only remedy is to stop using the Rdio Service. These Payment Terms are subject to change without prior written notice at any time, in Rdio’s sole discretion, and, once made available on the Rdio Site, such changes will apply to any existing subscription or paid services, or any new subscription, music download or other paid services. You should review these Payment Terms each time you subscribe for, order and/or purchase any subscription, music download or other paid services offered by Rdio. You will be deemed to have accepted these Payment Terms, as amended, if you continue to use the Rdio Service after any amendments are posted on the Rdio Site.

2. MINIMUM REQUIREMENTS

To subscribe for, download or otherwise obtain paid services on or through the Rdio Service, you must provide certain Registration Information and obtain an Rdio account. You acknowledge that you are responsible for maintaining the security of, and restricting access to, your account and password, and you agree to accept responsibility for all purchases and other activities that occur under your account. Rdio (or its principals, where Rdio is acting as a sales agent) sells its products only to those users who can legally make purchases with a credit card or other form of payment accepted by Rdio. If you are under 18 years of age, you may conduct transactions on or through the Rdio Service (such as the initiation of subscriptions or the purchase of music downloads) only with the involvement of a parent or guardian. Rdio reserves the right to refuse or cancel orders or terminate accounts, at any time in its sole discretion. In the event that Rdio terminates your or any gift recipient’s account for good reason due to a negligent breach or other violation of the Terms of Service or these Payment Terms, products and services purchased pursuant to these Payment Terms or the Terms of Service may be forfeited without any right to receive a refund.

3. ACCEPTABLE PAYMENT METHODS

Rdio accepts various forms of payment, as set forth on the Rdio Site from time to time. Rdio may also allow you to pay for the Rdio Service through the account you hold with your mobile carrier (your “mobile carrier account”). By subscribing for a service, purchasing a music download, or otherwise submitting an order for other paid services available through the Rdio Service, you authorize Rdio, or its designated payment processor, to charge the account you specify (including your mobile carrier account) for the purchase amount. If Rdio does not receive payment from your designated payment account (including from your mobile carrier), you agree to pay all amounts due upon demand by Rdio. All payments are to be made in the currency in which your order is placed. For credit card purchases, Rdio may seek authorization of your credit card or other payment format to validate your ability to charge the fees to access the applicable product or services prior to the first purchase. The authorization amount is typically $1, but may vary. This authorization is not a charge but may reduce your available credit by the authorization amount until your bank’s next processing cycle.

4. SUBSCRIPTION TERMS

4.1 Payment; Renewal By subscribing to the Rdio Service (and one of the corresponding Rdio subscription tiers), you authorize Rdio to charge the applicable recurring subscription fees to your designated billing payment method (including your mobile carrier account). In some cases, when you subscribe to a free trial of the Rdio Service (and one of the corresponding Rdio subscription tiers), you will be asked to authorize, and by accepting these Payment Terms you hereby expressly authorize, Rdio to charge the applicable recurring subscription fees to your designated billing payment method (including your mobile carrier account) upon the expiration of the free trial. When you initially subscribe to the Rdio Service, you will be charged immediately for the initial term of the subscription at the then-current fee for the applicable subscription tier. When you initially subscribe to a free trial of the Rdio Service, you will be not charged for the initial term of the free trial. Unless you notify Rdio of your decision to terminate your subscription or, in some cases, your free trial, your subscription will automatically renew at the end of each subscription term or free trial (if applicable) at the then-current fee. You will be charged in advance for the renewal term of the subscription service (or initial term, in the case of a renewal following the expiration of an applicable free trial) on your applicable billing date (the “Charge Date”) (e.g., on a particular date each month for a monthly subscription). If, however, the activation date of your subscription (or, in some cases, your free trial) is on the 29th, 30th or 31st day of a month, and your Charge Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Charge Date for that particular renewal (or initial term, in the case of a renewal following the expiration of an applicable free trial) will be on the last day of the month in which your Billing Date would otherwise be. Each charge on the applicable Charge Date applies to the subscription period immediately following the Charge Date (e.g., a charge for a monthly subscription applies to the month immediately following the Charge Date). Your account may be deactivated without notice to you if payment is past due, regardless of the amount, including, without limitation, if you fail to pay your mobile carrier account (or for the Rdio Service on or through such mobile carrier account). If Rdio deactivates your account, you may lose all of your collection data, history and other account usage information. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription. You may update any of your billing information (including a change to your desired billing payment method) through your account settings on the Rdio Site. If you determine to pay for the Rdio Service through your mobile carrier account, you will be subject to all other payment terms determined by your mobile carrier, in addition to these Payment Terms.

4.2 Cancellation Free Trial In most cases, if you subscribe to a free trial of the Rdio Service, your trial subscription will automatically expire at the expiration of the trial period unless you affirmatively subscribe for a paid subscription prior to the expiration date. If you have not provided Rdio with billing information previously, you will need to do so at that time. If your trial subscription expires and you do not subscribe to a paid subscription, you will still be able to access the Rdio Site and use some of its features, however, you will no longer be able to, among other things, play full-length versions of songs or sync music with your compatible mobile device. However, in some cases, if you subscribe to a free trial of the Rdio Service, your trial subscription will automatically renew at the expiration of the trial period in accordance with the terms above unless you affirmatively terminate your subscription prior to the renewal date.

Paid Subscriptions

To cancel an ongoing subscription, please follow the process set forth in your account settings on the Rdio Site. Once you have cancelled your subscription, Rdio will stop billing your applicable payment method (including your mobile carrier account) until and unless you re-subscribe. All of the fees paid and charges made prior to termination are nonrefundable, and accordingly, if you pay for the Rdio Service pursuant to a monthly subscription, all subscription amounts previously paid (including the subscription amount for the month in which the cancellation occurs), shall be nonrefundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges. You agree that Rdio, in its sole discretion, with or without prior notice, may freeze or terminate your use of the subscription service for any reason, including, without limitation, if Rdio believes that you have violated these Payment Terms or the Terms of Service. Rdio may also in its sole discretion, and at any time, modify or discontinue providing the subscription service, or any part thereof, with or without notice. Additionally, you agree that Rdio shall not be liable to you or any third-party for any interference with, or termination of, your access to the subscription service.

4.3 Billing Authorizations for Free Trial Memberships

You may be required to provide an applicable billing payment method to register for a free trial offer to the subscription service provided on or through the Rdio Service. In that event, you agree that Rdio may obtain a pre-authorization for the fee amount that you will be charged if you complete the free trial and continue the subscription service. It is possible that some financial institutions may perceive these requested amounts as actual pending charges. These are not actual charges, and Rdio will not be responsible for any results, such as an overdraft fee, that may occur to your account as a result of such authorizations. 4.4 Additional Purchases during Free Trial Period If you join a free Rdio subscription service trial, you will not be billed for the free trial subscription service during the free trial period. However, you will be billed for any individual music downloads or other services that you purchase.

4.5 Mobile Streaming

You will be able to access aspects of the Rdio Service on compatible mobile devices (through an applicable mobile Service Application). 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.

4.6 Subscription Service Rates; Right to Change Subscription Service Rates

Subscription fees for each respective subscription tier are as set forth on the Rdio Site or on or through a given Service Application. In some territories, Rdio will be required to charge, and you agree to pay, applicable sales, use and other taxes in connection with your subscription to the Rdio Service. All subscription fees (and applicable taxes, if any) are subject to change on a prospective basis on prior notice from Rdio sent to your designated email address or otherwise described on the Rdio Site. If you do not accept the new fees (and applicable taxes, if any), you should terminate your subscription immediately.

5. DOWNLOAD AND OTHER SERVICE PAYMENT TERMS

5.1 Music Downloads

Music downloads are accomplished through Rdio’s desktop Service Application. You are only entitled to one copy of any purchased music download. Rdio encourages you to only download the music file to the computer where you wish to keep the file. Rdio will not be able to send another copy to you if you download a music file and are not able to locate or access the file. Additionally, once you have successfully completed any music download, Rdio encourages you to promptly make a back-up copy. In all cases, you bear all risk of loss for any products that you have downloaded, including any loss due to a computer or hard drive crash. 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.

5.2 Payment

You agree to pay for all music downloads and any other items or services that you may purchase through the Rdio Service. Rdio may, in its discretion, post charges to your designated payment method (including your mobile carrier account) individually or may aggregate your charges with other purchases you make on or through the Rdio Service. You will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the payment method (or if applicable, the mobile carrier account) you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information through your Rdio account settings on the Rdio Site. If your payment method provider updates your billing information for you by providing revised billing information to Rdio for your existing account, Rdio will use that information to continue to bill your existing account.

5.3 Rates; Right to Change Rates

All music download and other item/service fees are as set forth on the Rdio Site or on or through a given Service Application. In some territories, Rdio will be required to charge, and you agree to pay, applicable sales, use and other taxes in connection with your purchase. All music download and other item/service fees (and applicable taxes, if any) are subject to change on a prospective basis on prior notice from Rdio sent to your designated email address or otherwise described on the Rdio Site. If you do not accept the new fees (and applicable taxes, if any), you should not continue with your music download or other item/service purchase.

5.4 Refunds; Errors

All transactions for music downloads or other items or services purchased through the Rdio Service are final and Rdio does not accept any returns. If you are using the Rdio Service in Germany or other countries within the European Union your statutory right of withdrawal remain unaffected. Technical problems might delay or prevent delivery of purchased products to you. Your sole remedy with respect to any music downloads that are not successfully delivered, as will be determined exclusively by Rdio’s servers, will be either replacement of the file or refund of the price paid for such content, in all cases, at Rdio's discretion. In addition, Rdio may, in lieu of a refund as provided in this paragraph, opt to provide you with a merchandise or service credit with a value at least equal to the amount charged to your designated payment method. Rdio reserves the right to determine and modify from time to time the exact nature of any such merchandise or service credit, including conversion into one or more different types of merchandise or service credits. Unless you notify Rdio of any discrepancies or unauthorized charges within sixty (60) days after they first appear on your payment statement, they will be deemed accepted by you and you release Rdio from all liabilities and claims of loss resulting from any such error or discrepancy.

6. VOUCHERS/GIFT CARDS/PREPAID CARDS

From time to time, Rdio will make vouchers, gift cards, prepaid cards or other preset purchase offerings available (collectively, the “Purchase Offerings”). Purchase Offerings will be designated for specific products or services (e.g., a 1-month subscription), or allocated specific currency amounts (e.g., a $20 or €20 voucher), or as may otherwise be described on the Rdio Service. Any Purchase Offering allocated a specific currency amount and redeemed by you will credit your Rdio account with that specific currency amount, which may be applied against music downloads, subscription amounts or other products and services made available on the Rdio Service from time to time. Any balance remaining in your account may continue to be applied against future products and services provided that your account is credited with further Purchase Offerings at least once in any two year period. Purchase Offerings redeemed in a given territory, or redeemed for a given currency, will only be able to be used in that territory and/or will only be able to apply against purchases in that currency. If you relocate to a different territory, or if you change the applicable currency pursuant to which you are charged for your Rdio subscription tier, the redemption value of your Purchase Offering will not be applied. Additionally, any strategic transaction (like a merger, sale of all or substantially all assets or securities or other similar transaction) involving Rdio and/or any suspension or termination of your account or the Rdio Service by Rdio will cause any remaining balance to immediately expire.

The purchase price of a Purchase Offering is refundable to the original purchaser within 14 days of the date of purchase, provided, and only to the extent that the given Purchase Offering is not redeemed (whether by the original purchaser or any recipient) within such 14 day period. On and after the date that a Purchase Offering is redeemed, the purchase price of such Purchase Offering will not be refundable. Purchase Offerings are not redeemable for cash and any unused portion may not be returned for cash or any other value. Purchase Offerings may not be used for any purpose other than as expressly disclosed thereon or in these Payment Terms, and will not be replaced if lost, destroyed or stolen.

7. CUSTOMER SERVICE

For assistance with billing questions or other order inquiries, please refer to Rdio’s help pages.

8. PRIVACY

Rdio cares about the privacy of its users. For details, please refer to the Rdio Privacy Policy.

9. MISCELLANEOUS

These Payment Terms, together with the Terms of Service and Privacy Policy, constitute the entire agreement between you and Rdio regarding your use of the Rdio Service. In the event of a conflict between these Payment Terms and the Terms of Service, these Payment Terms will govern.