Version 1.9.8 THESE TERMS HAVE BEEN UPDATED EFFECTIVE SEPTEMBER 3, 2015.

TABLE OF CONTENTS

1. INTRODUCTION AND ACCEPTANCE OF TERMS
2. PAYMENT TERMS
3. RDIO SERVICE
4. POLICIES
5. PROPRIETARY RIGHTS
6. ROVI DATA
7. LIMITED LICENSE
8. ACCOUNTS AND SECURITY
9. PRIVACY
10. CONTENT PROVIDED BY YOU
11. USE OF THE RDIO SERVICE
12. EXPLICIT CONTENT
13. ADVERTISEMENTS; LINKS TO OTHER WEBSITES
14. WARRANTY DISCLAIMERS
15. LIMITATION OF LIABILITY
16. TERMINATION
17. INDEMNITY
18. COPYRIGHT INFRINGEMENT
19. MODIFICATIONS
20. EQUITABLE REMEDIES
21. EXPORT ADMINISTRATION
22. MISCELLANEOUS
23. GOVERNING LAW; JURISDICTION
24. DISPUTE RESOLUTION
25. QUESTIONS
26. CALIFORNIA RESIDENTS
27. ELECTRONIC COMMUNICATIONS

Please read these Terms of Service carefully. Rdio has included summaries of some of the important contractual clauses to help you better understand these terms. If you have any questions, please contact us at info@rdio.com. Any summary that Rdio provides will not substitute the language of the full terms.

1. INTRODUCTION AND ACCEPTANCE OF TERMS Back to top

1.1 Welcome to Rdio®, an online music service that allows you to discover, play, and download music from your web browser, in a desktop application, and on your compatible mobile devices. Rdio’s website is located at www.rdio.com (the “Rdio Site”). We refer to the Rdio Site and the software applications made available by Rdio as the “Service Applications,” and we refer to the Service Applications and the service provided through the Service Applications, (collectively, as the “Rdio Service”). These Terms of Service (“Terms of Service”) set forth a binding agreement between you and Rdio governing your use of the Rdio Service, and of the desktop and mobile Service Applications.

1.2 In these Terms of Service, “Rdio” means:

SUMMARY: Depending on where you use the Rdio Service, your contract will be with a different Rdio company.

1.2.1 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;

1.2.2 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 (Rdio S.à r.l. is registered as a data controller in Luxembourg) – if you are using the Rdio Service in any country (including any country in the European Union) outside of the United States, Canada, Australia, New Zealand, and Brazil;

1.2.3 RDIO-Band Música Ltda., a company formed under the laws of Brazil and exclusive reseller of the Rdio Service in Brazil, with its registered office at Avenida Comendador Adibo Ares, 129, sala 5, Morumbi, CEP 05613-000, Brazil – if you are using the Rdio Service in Brazil.

1.3 By using any of the Rdio Service, or by creating a user account, you signify your acceptance of these Terms of Service, as may be amended by Rdio from time to time in its reasonable discretion. Rdio will use reasonable efforts to notify you to any amendments of these Terms of Service when you log in after any amendments have been made. Your continued use of any part of the Rdio Service after we have provided you such notice constitutes your agreement to such amendments. If you do not agree with the amendments made, you may choose to terminate your use of the Rdio Service.

For users residing in Germany, during an ongoing contractual relationship, Rdio will notify you of any such amendments when you log in and give you the opportunity to accept such amendments by means of clicking an acceptance box. If you do not accept the amendments, you and Rdio may choose to terminate your use of the Rdio Service effective as of the end of the then-current subscription period. Until this termination takes effect, you may continue your use of the Rdio Service based on the non-amended version of these Terms of Service.

1.4 You may only use the Rdio Service and/or open an account if your acceptance of these Terms of Service is not prohibited by applicable law. YOU MUST REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD. If you are younger than 18 years old, you must get permission from a parent or guardian to open an account and your parent or guardian must agree to these Terms of Service. Notwithstanding the foregoing, the Rdio Service is expressly not intended for children under the age of 13. If you do not agree to these Terms of Service, then you must cease using the Rdio Service.

1.5 THESE TERMS OF SERVICE ARE GOVERNED BY THE LAWS SET FORTH IN SECTION 23, DEPENDING ON THE TERRITORY IN WHICH YOU USE THE RDIO SERVICE.

2. PAYMENT TERMS Back to top

SUMMARY: Rdio has separate Payment Terms that will govern your subscription and other payment transactions with Rdio. Please read the Payment Terms. They are linked here.

2.1 Please refer to our Payment Terms for the payment terms, conditions, and policies applicable to the subscription services and other paid services made available through the Rdio Service from time to time. By subscribing for, ordering, and/or purchasing any subscription or other paid services, you agree to be bound by and accept the Payment Terms. The Payment Terms are subject to change without prior notice at any time at Rdio’s sole discretion. You should review the Payment Terms each time you subscribe for, order, and/or purchase any subscription or other paid services offered by Rdio. Rdio’s subscriptions and other paid services are made available through the Rdio Service, and are accordingly also subject to these Terms of Service. The Payment Terms are incorporated into these Terms of Service by this reference.

3. RDIO SERVICE Back to top

SUMMARY: Rdio offers several ways for you to access and experience its music service. Section 3 identifies these service offerings and describes some of the legal terms applicable to them.

3.1 Streaming

Rdio’s streaming service is made available across separate service tiers as follows:

3.1.1 Paid Subscription-Based Streaming – the paid subscription service provides for full-length streaming of songs. Some of the paid subscription tiers will permit streams and offline downloads of songs onto compatible mobile devices (in accordance with Section 3.1.5 below). Access to the additional functionality of each paid subscription tier of the service will only be available during your subscription period. Depending on your location, one or more of the following subscription tiers may be available:

     3.1.1.1 Rdio Unlimited – allows you to access and play an unlimited number of full-length streams and downloads of songs to compatible Internet-enabled desktop, mobile, and a variety of other devices.

     3.1.1.2 Rdio Web – allows you to access and play an unlimited number of full-length streams of songs to compatible, Internet-enabled, desktop devices.

     3.1.1.3 Rdio Select – allows you to do some or all of the following on compatible mobile devices: (a) access and play stations by way of full-length streams; (b) unlimited forward skipping within stations; (c) unlimited on-demand playback of up to twenty-five (25) songs in the form of full-length streams and downloads, which selection may be updated no more than once per day, with your newest songs replacing oldest songs. On desktop devices, you will be able to access the same functionality as the available free streaming tier in your country (as further described below).

3.1.2 Limited Streaming with Ads – in some territories, Rdio provides a free streaming tier, which provides for free full-length streaming of a limited number of songs per month during a limited free period. This streaming tier cannot be accessed on or through any mobile Service Application. The amount of songs you may stream on this free streaming tier is limited, and will decrease over a series of months. This tier may have intermittent audio, visual, and audio-visual advertisements from Rdio and third parties.

3.1.3 Unlimited Streaming with Ads – in some territories, Rdio provides a free streaming tier with advertising, which provides for free full-length streaming of songs. This streaming tier provides for intermittent audio, visual, and audio-visual advertisements from Rdio and third parties and cannot be accessed on or through any mobile Service Application.

3.1.4 Radio-style Streaming – in some territories, Rdio provides a free radio-style streaming tier, which provides for free full-length streaming of songs using Rdio’s “station” functionality. If you access the Rdio Service via this tier you will have limited ability to influence playback of a specific song, album or artist, or to skip songs. This tier may have intermittent audio, visual, and audio-visual advertisements from Rdio and third parties.

3.1.5 Terrestrial Radio Feeds – in some territories, Rdio provides access to simulcasts or near-simulcasts of terrestrial radio broadcasts, including the full-length streaming of songs. If you access these feeds via the Rdio Service you will not have ability to influence playback of a specific song, album or artist, or to skip songs. These feeds may have intermittent audio, visual, and audio-visual advertisements from Rdio and third parties as well as other non-music programming. Programming is controlled by the original broadcaster and not by Rdio.

3.1.6 Mobile Streaming / Offline Downloads – as described at Section 3.1.1 above, you will be able to access aspects of the Rdio Service on compatible mobile devices through an applicable mobile Service Application that needs to be downloaded onto an Internet-enabled mobile device. 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.

3.2 Downloads

In some territories, some of the Rdio streaming tiers will permit offline downloads of songs onto compatible mobile devices. These offline downloads will only be available for listening through the Rdio mobile Service Applications. If you logout of your Rdio mobile Service Application, your offline downloads will be deleted from your mobile device until re-downloaded (or re-synced) to that mobile device through the mobile Service Application.

3.3 Availability

You understand and acknowledge that your ability to access songs will depend on you having all necessary equipment and telecommunications systems required, and that there may be instances where our rights to songs are limited by our licensors (i.e., some songs may be available for streaming during limited periods), in which event, your access to those songs would be limited. Additionally, songs available to you in any particular territory will depend upon the rights Rdio obtains with respect to that territory, and accordingly, not all songs will be available in all territories.

3.4 Family Plans / College Plans

Rdio may from time to time introduce subscription tiers that allow multiple family members to utilize the Rdio Service through one subscription to a family subscription tier, or discounted subscription tiers for higher education (college/university) students. The terms and conditions of the family subscription tier and discounted subscription tier for eligible higher education (college/university) students will be as described on or through the Rdio Service.

4. ABUSE POLICY Back to top

Rdio reserves the right to manage the Rdio Service in a manner that it believes best benefits its users and best enables it to maintain the Rdio Service. The Rdio Service is for your own personal, non-commercial use, and accordingly, Rdio has determined that its ability to provide the Rdio Service is disrupted when users stream an abnormally high number of songs in a short amount of time, or otherwise stream songs in a manner that is not consistent with normal, personal use (even if those activities technically comply with the specific terms of any free or paid offering). Thus, Rdio reserves the right to discontinue any portion or all of the Rdio Service, or to terminate or suspend the account of any person, that, in Rdio’s experience and sole determination, causes or results in disruptive usage patterns or, with respect to individual account holders, otherwise use the Rdio Service in a manner that is not consistent with normal, personal use.

5. PROPRIETARY RIGHTS Back to top

SUMMARY: Rdio is the owner of the Rdio Service and its software applications. It also owns its trademarks and the format and layout of the Rdio Service. Rdio’s third party licensors own their respective content. By using the Rdio Service, you do not gain ownership of these proprietary rights, all of which are reserved by their owners.

5.1 You acknowledge and agree that Rdio, and its licensors (as applicable), retain all right, title, and interest in and to the Rdio Service, the Service Applications, all data and information (excluding data and information that you provide), content and materials provided on or through the Rdio Service (including, without limitation, the sound recordings, musical compositions, audiovisual works, editorial and contextual information about artists and songs, text, images, photographs, videos, graphics, page headers, the selection and arrangement of elements displayed on or through the Rdio Service, the compilation of all content and materials on the Rdio Service, and the business process, procedures, methods and techniques used in the Rdio Service), and all associated patent rights, copyright rights, trademark rights, trade secret rights, and other intellectual property and proprietary rights recognized anywhere in the world. Rdio®, the Rdio logo, and the Rdio “button” logo are the common law and/or registered trademarks of Rdio, Inc., and all other proprietary trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Rdio Service (including, without limitation, as displayed on or through any of the Service Applications) are the property of Rdio, Inc. Rdio’s intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages Rdio. All rights are expressly reserved.

5.2 All third party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within the Service Applications and through the Rdio Service are the property of the respective third parties, including the respective content owners, and may be protected by applicable copyright, trademark, or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to Rdio to enforce any of your rights in relation thereto.

6. ROVI DATA Back to top

Certain portions of the content available on or through the Rdio Service comprise third-party proprietary data provided by Rovi Corporation (the “Rovi Data”). The Rovi Data is the property of Rovi Corporation, © 2011 Rovi Corporation. You may not modify, copy, scan, or use any other method to reproduce, duplicate, translate, republish, transmit, or distribute in any way any portion of the Rovi Data. You may not use the Rovi Data except for your own personal, non-commercial use. See www.rovicorp.com.

7. LIMITED LICENSE Back to top

SUMMARY: Rdio grants you a limited right to use the Rdio Service and its software applications for your personal use (e.g., to use the service to listen to and discover great music). Other uses are not permitted.

7.1 Rdio grants you a limited, non-exclusive, and non-assignable license to access and use the Rdio Service for your personal, non-commercial use, subject to all of the terms and conditions of these Terms of Service and not for redistribution of any kind. With respect to any mobile Service Application, this license is limited to the right to use the applicable mobile Service Application solely on a device that you own or control and as permitted by any usage rules made available from time to time by the applicable provider of a mobile application platform.

7.2 You may not: (a) remove any trademarks, copyright notices, or any other notice contained in any content, materials or individual elements provided on or through the Rdio Service; (b) reproduce, download (other than page caching), modify, publish, distribute, transmit, disseminate, broadcast, transfer, license, sell, rent, lease, adapt, create derivative works of, publicly display or perform, or in any way exploit any content, materials or individual elements provided on or through the Rdio Service without Rdio’s prior written consent; (c) make any commercial use or any derivative use of any of the Rdio Service or any of the content, materials, or individual elements provided on or through the Rdio Service; (d) frame or utilize framing techniques to enclose any content, materials, or individual elements provided on or through the Rdio Service without Rdio’s prior written consent; (e) use any circumvention tools or any metatags or other hidden text utilizing Rdio’s name, trademark, URL, or the name of any of the Rdio Service without Rdio’s prior written consent; (f) disassemble, decompile, or reverse engineer the Service Applications or any other materials made available on or through the Rdio Service or used to provide any of the Rdio Service.

7.3 The owners of entertainment content made available through the Rdio Service (including principals, where Rdio is acting as sales agent) are intended third-party beneficiaries of these Terms of Service and will have the right to enforce these Terms of Service against you and invoke all rights hereunder including limitations of liability. Rdio, as a reseller to you, does not accept orders from music dealers, exporters, wholesalers, any businesses of any kind, or other customers who intend to resell.

8. ACCOUNTS AND SECURITY Back to top

SUMMARY: When registering for the Rdio Service, you will have the option of entering specific registration information (like an email and password), or using Facebook or another social network, to register an account. When you use a social network account to register for the Rdio Service, or link that account to your Rdio Service account, you are expressly asking Rdio to receive certain information about you from the social network, and you are also expressly asking Rdio to share your Rdio Service activity on your social network feed or timeline. If you do not want to share this information, and if you do not want Rdio to access your social network information, you should not register with or link to your social network account.

8.1 To access the Service Applications or use certain aspects of the Rdio Service, you will be directed to create a user account by providing certain information about yourself, or to create new, or to use existing Social Network login details.

8.2 As part of Rdio’s stand-alone registration process, you will be asked to submit, among other things, your email address and to select a password. You agree that all information you provide to Rdio for purposes of creating an account (“Registration Information”) will be true, accurate, current, and complete and your failure to provide such information will constitute a breach of these Terms of Service and may result in the immediate termination of your account.

8.3 You may use the login details of a Social Network to log into the Rdio Service (including on or through any of the Service Applications), and you may link your Rdio Service account with any Social Network account.

8.4 For more information on how your content and information is received and used by Rdio, please visit our Privacy Policy. For information on how a Social Network receives, shares, and uses your information please refer to the privacy policy of the applicable Social Network. IF YOU DO NOT WANT YOUR INFORMATION TO BE SHARED BETWEEN THE RDIO SERVICE AND ANY SOCIAL NETWORK DO NOT LOG INTO THE RDIO SERVICE WITH YOUR SOCIAL NETWORK DETAILS.

8.5 In the event that you no longer want the Rdio Service to publish your Rdio activity on your Social Network news feed or timeline, or want to otherwise limit the ways in which the Rdio Service interacts with your Social Network account, you may be able to disable aspects of this feature by changing your application settings in the Social Networks.

8.6 Without limiting the above, by submitting your information through the Service Applications, and/or by utilizing Social Network login details to login to the Rdio Service, by linking your Rdio Service account with any Social Network account, or by otherwise providing Registration Information to Rdio, you grant Rdio a non-exclusive license to use, reproduce, transmit, and display the information obtained from these third parties and any Registration Information in connection with Rdio’s operation of the Service Applications and/or performance of the Rdio Service (subject to the other terms and conditions of these Terms of Service, including Section 4.1).

8.7 You will: (a) promptly update your Registration Information to keep it true, accurate, current, and complete; (b) maintain the confidentiality of your login credentials; (c) properly exit from your account at the end of each session. You will not: (a) select or use the Social Network account or email address of another person with the intent to impersonate that person; (b) use a name subject to the rights of any other person without authorization; (c) allow any other party to use your account and/or password. You agree to notify Rdio immediately of any known or suspected unauthorized use(s) of your account or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your user name or password or Social Network account login details. You understand and agree that you will be liable for all activities that occur under any account created for your use, even if you did not commit such activities. Rdio is not responsible for any loss or damage as a result of someone else using your account or password, with or without your knowledge.

8.8 RDIO MOBILE SERVICE APPLICATION - SMS TERMS Back to top

SUMMARY: In some territories, when you register for the Rdio Service, you may be given the option to receive SMS messages from Rdio. If you agree to receive SMS messages from Rdio, the following terms and conditions apply:

8.8.1 During the registration process, you may be asked if you would like to receive a link to download the Rdio mobile application via SMS. If you enter your phone number, you will receive a text containing a URL that will send you to the applicable app store. This doesn't sign you up for any other text messaging, and is just a one-time message.

8.8.2 Separately, Rdio may from time to time provide you with the opportunity to opt-in to receive additional SMS messages from Rdio. When you opt-in to this feature, Rdio will send you an SMS message to confirm your signup. You can cancel the SMS service at any time. Just text "STOP" to 47346 from the mobile phone associated with your Rdio account. After you send the SMS message "STOP" to Rdio at that number, Rdio will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from Rdio. If you later determine that you would like to receive SMS messages from Rdio, you may be able to opt-in in the same way as you did the first time, and Rdio will start sending SMS messages to you again.

8.8.3 If at any time you forget what keywords are supported, just text "HELP" to 47346 from the mobile phone associated with your Rdio account. After you send the SMS message "HELP" to Rdio at that number, Rdio will respond with instructions on how to use the Rdio Service as well as how to unsubscribe.

8.8.4 Where applicable, participating carriers are: AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, Alltel, Boost Mobile, Nextel, Virgin Mobile, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central, IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless). This list is subject to change at any time and without notice.

8.8.5 As always, message and data rates may apply for any messages sent to you from Rdio and to Rdio from you. You will receive 1 confirmation message each time you interact via SMS with Rdio. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

For all questions about the services provided by a given short code supported by Rdio, you can send an email to support@rdio.com.

8.8.6 If you have any questions regarding privacy, please visit our Privacy Policy.

9. PRIVACY Back to top

SUMMARY: Rdio has a separate Privacy Policy that will govern your use and payment transactions with Rdio. Please read the Privacy Policy. It is linked here.

Rdio is committed to respecting your privacy rights. All information about you, including your Registration Information, any information obtained by Rdio as a result of your Social Network log-in, linking to a Social Network account, any Registration Information, and any information stored or transmitted in any way on the Service Applications or through the use of the Rdio Service, is subject to Rdio’s Privacy Policy, which can be found here. Rdio’s Privacy Policy is incorporated into these Terms of Service by this reference. Your activities on any Social Network are covered by the applicable terms of use and privacy policy of that Social Network.

10. CONTENT PROVIDED BY YOU Back to top

SUMMARY: If you post comments or other content on Rdio, you (and not Rdio) are responsible for that content. You understand that Rdio does not monitor that content and so you may see content that is objectionable.

10.1 You understand that all content posted by an end user on the Service Applications or through the use by an end user of any of the Rdio Service (“Content”) is the sole responsibility of the person posting or transmitting such Content. You, and not Rdio, are entirely responsible for all Content that you post, transmit, distribute, or otherwise make available on the Service Applications or through the use of any of the Rdio Service or that is provided or transmitted through your account. Unless you are a resident of Germany, you acknowledge that you will have the burden of proving that any such Content does not violate any laws or infringe any third party rights.

10.2 Rdio does not control user-generated Content posted on or through the Service Applications or transmitted through the use of any of the Rdio Service and, as such, does not guarantee the accuracy, reliability, or quality of such Content. You understand that by using the Service Applications or using any of the Rdio Service, you may be exposed to user-generated Content that you may consider to be offensive, indecent or objectionable. Under no circumstances will Rdio be liable in any way for any user-generated Content including, but not limited to, any errors or omissions in any user-generated Content, or any loss or damage of any kind incurred as a result of the use of any user-generated Content posted, emailed, transmitted, or otherwise made available on or through the Service Applications or through the use of any of the Rdio Service. Rdio may, acting reasonably, refuse to post, store, or transmit any Content submitted by you that it believes is contrary to the provisions of this Terms of Service, is illegal, or is a violation of third party rights, and may move or remove any such Content for any reason at any time, and will inform you of any such action as soon as reasonably possible. If you have concerns, for instance relating to copyright in such Content, regarding such action, or if you encounter user submitted content you consider illegal, or in violation of third party rights or these Terms of Service, you may contact Rdio anytime at info@rdio.com.

10.3 Rdio may access, preserve, and disclose account information and/or Content that you provide if and to the extent Rdio is required to do so by law or if and to the extent such access, preservation, or disclosure is necessary to: (a) comply with legal process; (b) carry out our contract with you by enforcing these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service (provided that any disclosure to any third party other than our service providers for this purpose will only be carried out with your explicit consent); (e) protect the legitimate interests of Rdio, its employees, licensors, partners and agents or members of the public. This does not apply to German users. If Rdio needs to take any such action with regard to German users, it will notify the respective user in advance and provide sufficient detail regarding the action to be taken, and will give the user the chance to consent to such action unless the user specifically requested the action (for instance when the user contacts customer service). There may be situations in which Rdio is forced by law to disclose certain information even of German users, and Rdio will inform the user if and when such a situation occurs. Further information on these limited situations is contained in our Privacy Policy.

10.4 By posting, displaying, or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the Rdio Service, you grant Rdio and its affiliates, successors, and assigns, a worldwide, non-exclusive license to use, reproduce, distribute, transmit, display, publicly perform, edit, translate, and reformat such Content in connection with, and solely for the purpose of, the operation of the Service Applications and/or performance of the Rdio Service for you by Rdio or any of its service providers, affiliates, successors, assigns, or agents. For German users, this license does not encompass the moral rights you have, but you understand that if you provide Content to Rdio in the described manner, you may be exercising your moral rights, for example the right to determine primary publication of any copyrighted works, and you grant Rdio the respective rights necessary to comply with your request to post, display, or perform Content. You will not be compensated for any Content that you provide. Except as described in these Terms of Service, Rdio does not claim any ownership or other rights to the Content posted or displayed by you on or through the Service Applications or through your use of any of the Rdio Service. Specifically, Rdio does not claim any ownership or other rights to the way in which you organize or display music in a playlist and you are free to copy to and/or recreate on any third party service any playlist that you create on the Rdio Service (though your ability to listen to the music in that playlist on another service will be subject to that service’s rights to the relevant music).

10.5 By posting, displaying, or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the Rdio Service, you represent and warrant that you own the rights in such Content or are otherwise authorized to post, display, perform, transmit, or distribute the Content.

11. USE OF THE RDIO SERVICE Back to top

SUMMARY: Your use of the Rdio Service requires that you not violate the law or otherwise undertake activities that violate these Terms of Service. Some of these activities include harassing others, taking steps to harm minors, posting infringing content, and interfering with the performance of the Rdio Service. Rdio may suspend or terminate your account in its reasonable discretion if it finds that you have undertaken one or more of these activities.

11.1 Rdio may immediately terminate your account, or suspend access to your account, in its sole discretion and without notice, for conduct that Rdio reasonably believes is: (a) illegal, fraudulent, harassing, or abusive; (b) a violation of these Terms of Service or any other policies or guidelines posted on or through the Service Applications; (c) harmful to other users, third parties, or Rdio’s business. This does not apply to residents of Germany. Rdio’s statutory right to extraordinarily terminate the agreement with you remains unaffected. Use of your account for illegal, fraudulent, or abusive purposes may be referred to law enforcement authorities without notice.

11.2 In addition, Rdio may terminate your account if you file any claim against Rdio, or any claim that in any way involves Rdio. Upon Rdio’s termination of your account for any of the forgoing reasons: (a) you may not establish a new account for a period of one (1) year from the date of termination; (b) Rdio will have no obligation to notify you or any third parties regarding such termination; (c) you will be responsible for any damages that may result or arise out of termination of your account.

11.3 You agree not to:

11.3.1 Upload, post, email, transmit, display on or through the Service Applications, or make available through the use of any of the Rdio Service: (a) any Content that is fraudulent, misleading, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, profane, indecent, promoting or inciting violence, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national, or international law, regulation, or standard of conduct; (b) any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements); (c) any Content that infringes or misappropriates any patent, trademark, trade secret, copyright, privacy, publicity, or other rights of any other person or entity; (d) any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (e) any material that contains any virus, Trojan horse, worm, time bomb, or any other computer code, files, or programs designed to damage, interfere with, intercept, misappropriate, gain control over, or limit the functionality of any computer, computer network, communications device, communications system, data, or personal information;

11.3.2 Use any of the Rdio Service to: (a) harm minors in any way; (b) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (c) for any commercial purpose or the benefit of any third party or any manner not permitted by these Terms of Service; (d) intentionally or unintentionally violate any applicable local, state, national, or international law, or any rule or regulation having the force of law; (e) provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization; (f) stalk or otherwise harass another;

11.3.3 Attempt to hack the Service Applications, or to defeat or overcome any encryption technology or security measures implemented by Rdio with respect to any of the Rdio Service and/or data transmitted, processed, or stored by Rdio;

11.3.4 Attempt to harvest or collect any information about or regarding other users of any of the Rdio Service, including, but not limited to any personal data or information;

11.3.5 Engage in web scraping, database scraping, or any other activity for the purpose of obtaining content, data, or other information from the Service Applications for any purpose other than the use of the Rdio Service as expressly permitted by these Terms of Service;

11.3.6 Perform any meta-search or automated queries of the Service Applications or of any of the content; and/or

11.3.7 Interfere with or disrupt any of the Rdio Service or servers or networks connected to or operated with any of the Rdio Service, or disobey any requirements, procedures, policies, or regulations of networks connected to or operated with any of the Rdio Service.

12. EXPLICIT CONTENT Back to top

Certain music albums available on or through the Rdio Service may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at http://www.riaa.com/toolsforparents.php?content_selector=parental_advisory), or the relevant jurisdictional equivalent. The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. Individual songs from such labeled albums may separately be labeled as "explicit" within the Rdio Service ("Explicit Tracks"). If any of your searches on the Rdio Service return Explicit Tracks, they will be identified as such in the search results area. Note that Tracks that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. If you access the Terrestrial Radio Feeds described in Section 3.1.5, you acknowledge that the programming on such Terrestrial Radio Feeds is controlled by, and is at the discretion of, the original broadcaster (and not Rdio), and certain content included in such Terrestrial Radio Feeds may be directed at adult audiences and/or may contain material that you consider vulgar, profane, indecent, or otherwise objectionable (“Explicit Radio Content”). Rdio will have no liability or responsibility to you for any content or materials, including Explicit Tracks or Explicit Radio Content, which may be available in connection with the Rdio Service that you might find to be offensive, indecent, or objectionable.

13. ADVERTISEMENTS; LINKS TO OTHER WEBSITES; EMBEDDED SERVICES Back to top

13.1 The Service Applications may contain third party advertisements or promotions and/or links to other websites and applications and the Rdio Service may be embedded or incorporated into third party websites, applications, or devices (collectively “Third Party Services”). Rdio provides these advertisements, promotions, and links and enables these services as part of some of its subscription tiers (in applicable territories) or as a convenience to you. The inclusion or display of any advertisement, promotion, or link does not constitute or imply any affiliation, endorsement, or sponsorship by Rdio of any given advertiser or its products, or of any given Third Party Service or of any given content contained in the advertisement, promotion, or Third Party Service. Rdio makes no guarantees about the accuracy, content or quality of the information, or of the products and services, provided by such advertisements, promotions, or Third Party Services. Rdio assumes no responsibility for misleading, objectionable, or inaccurate information, or for the products and services that may be obtained from or through such advertisements, promotions, or Third Party Services. Your interaction or participation with any advertisement or promotion (or the third party sponsor thereof) or with any Third Party Service, whether on or through the Service Applications or any Third Party Services, are solely between you and such third party and your interaction or participation is subject to the terms and conditions associated with that advertisement, promotion, or Third Party Service.

13.2 You acknowledge and agree that Rdio is not responsible or liable in any way, including for any loss or damage you incur: (a) as a result of your interaction or participation with any advertisement or promotion (or the third party sponsor thereof), whether on or through the Service Applications or any Third Party Services; (b) as a result of your activity or interaction on or with any Third Party Service; (c) for any products or services, or your use thereof, that are the subject of any advertising or promotion; or (d) for any content, advertising, products, or services, or your use thereof, on or made available from any Third Party Service.

14. WARRANTY DISCLAIMERS Back to top

SUMMARY: Rdio restricts its representations and warranties in certain ways.

14.1 You understand that the processing and transmission of communications relating to the use of any of the Rdio Service may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting to various networks or devices. Therefore, Rdio will not be responsible or liable for the timeliness, deletion, mis-delivery, or failure to store any data, information, or content that you provide for display on or through the Service Applications or for transmission through the use of any of the Rdio Service.

14.2 PLEASE READ THE FOLLOWING – IT IS AN IMPORTANT DISCLAIMER: THE SERVICE APPLICATIONS, THE RDIO SERVICE, AND ALL INFORMATION AND MATERIALS PROVIDED THROUGH THE SAME ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, RDIO, AND EACH OF ITS JOINT VENTURERS, LICENSORS, SUPPLIERS, VENDORS, DISTRIBUTORS, ADVERTISERS, AND OTHER CONTRACTING PARTIES, SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, NO WARRANTIES WILL BE IMPLIED BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. FOR USERS RESIDING IN GERMANY, THIS DISCLAIMER OF WARRANTY DOES NOT APPLY.

14.3 Rdio makes no representation or warranty that: (a) the Service Applications or the Rdio Service will meet your expectations or requirements; (b) the Service Applications or the Rdio Service will be available, uninterrupted, timely, secure, accurate, complete, or error-free; (c) any results or information that may be obtained from the use of the Service Applications or the Rdio Service will be accurate, timely, complete, or reliable; (d) any errors or defects in the Service Applications or the Rdio Service will be corrected; (e) the Service Applications and the Rdio Service and/or the servers that make the Service Applications and the Rdio Service available are free of viruses, clocks, timers, counters, worms, software locks, Trojan horses, trap doors, time bombs, or any other harmful codes, instructions, programs, or components. For users residing in Germany, only the disclaimer of the representations and warranties set forth in subsection (a) and (c) of this Section 14.3 apply.

14.4 Operation of the Service Applications and the Rdio Service may be interfered with by numerous factors outside of Rdio’s control including, but not limited to, telecommunications network disruptions. Rdio is not responsible and will have no liability for any failures of the Internet or any data or telecommunications equipment, system, or network used in connection with the Service Applications or the Rdio Service. You acknowledge that the entire risk arising out of the use, inability to use, or performance of any of the Rdio Service remains with you to the maximum extent permissible under law. For the avoidance of doubt, no provider of a mobile application platform has any warranty obligation, or any obligation to provide maintenance and support services, with respect to any mobile Service Application or the Rdio Service.

14.5 YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH ANY OF THE RDIO SERVICE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE SERVICE APPLICATIONS AND THE RDIO SERVICE. FOR USERS RESIDING IN GERMANY, THIS ONLY APPLIES WITH REGARD TO DISSATISFACTION WITH ANY OF THE RDIO SERVICE.

14.6 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. FOR USERS RESIDING IN GERMANY, THE EXTENT TO WHICH THE DISCLAIMERS APPLY IS SET FORTH IN THE INDIVIDUAL SECTIONS 14.2, 14.3, 14.4, 14.5, AND 14.7.

14.7 IMPORTANT if you reside in Germany: For the avoidance of doubt, Rdio does not disclaim warranties for intentional breach of duty or in case of purchase of software (e.g. purchase of mp3-files or other media files if you reside in or access the Rdio Service from Germany). This warranty disclaimer does not affect Rdio’s liability for damages as set out below.

15. LIMITATION OF LIABILITY Back to top

SUMMARY: Rdio limits its liability in providing the Rdio Service, as permitted by applicable law.

15.1 PLEASE READ THE FOLLOWING – IT IS AN IMPORTANT LIMITATION OF RDIO’S LIABILITY:

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL RDIO OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, STOCKHOLDERS, JOINT VENTURERS, LICENSORS, SUPPLIERS, VENDORS, DISTRIBUTORS, ADVERTISERS, AND OTHER CONTRACTING PARTIES, OR ANY OF THEM, BE LIABLE WITH RESPECT TO THE RDIO SERVICE, SERVICE APPLICATIONS, YOUR USE OF THE RDIO SERVICE, SERVICE APPLICATIONS OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY RDIO OR ANY OTHER SUBJECT FOR: (A) ANY LOST OR CORRUPTED DATA, LOST PROFITS, LOSS OR DAMAGES TO ANY COMPUTER, MOBILE PHONE, OR OTHER DEVICE, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE; (B) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF RDIO AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, STOCKHOLDERS, JOINT VENTURERS, LICENSORS, SUPPLIERS, VENDORS, DISTRIBUTORS, ADVERTISERS, AND OTHER CONTRACTING PARTIES, OR ANY OF THEM, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

15.2 THE DISCLAIMERS IN SECTION 15.1 DO NOT APPLY TO USERS RESIDING IN GERMANY. ADDITIONALLY, SOME OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS IN SECTION 15.1 MAY NOT APPLY TO YOU.

15.3 For the avoidance of doubt, to the maximum extent permissible under applicable law, no provider of a mobile application platform will have any liability to you with respect to any mobile Service Application.

15.4 If you reside in Germany, notwithstanding the aforementioned limitations of liability NOTHING IN THIS AGREEMENT SHALL LIMIT RDIO'S LIABILITY: (a) for damage from injury to life, body, or health due to intentional or negligent breach of duty by Rdio, by a legal representative or a person used to perform an obligation of Rdio; (b) for other damage arising from a grossly negligent breach of duty by Rdio or intentional or negligent breach of duty by a legal representative or a person used to perform an obligation of Rdio; (c) for intentional misconduct; (d) for damage arising from a negligent breach of an obligation that is essential for the performance of the contract by Rdio ("Cardinal Duties" / Kardinalpflichten) to the extent that is typical and foreseeable; (e) for any guarantee given by Rdio to you; (f) for any liability under the Federal Product Liability Act (Produkthaftungsgesetz).

16. TERMINATION Back to top

You agree that Rdio, in its sole discretion and without notice or liability to you, may terminate or suspend your use of, or access to, the Service Applications or any of the Rdio Service at any time if Rdio believes in good faith that you have violated or acted inconsistently with any provision of these Terms of Service or any applicable law, rule, or regulation or that you have engaged in conduct that Rdio reasonably determines to be inappropriate or unacceptable. Rdio may in its sole discretion, and at any time, discontinue providing the Rdio Service, or any part thereof, on notice to you. This does not apply to residents of Germany; Rdio’s statutory right to extraordinarily terminate the agreement with you remains unaffected.

Any termination or suspension of your use of and/or access to the Service Applications or any of the Rdio Service will not terminate the following provisions which shall survive any such termination: Sections 1, 4, 5, 6, 7.2, 7.3, 9, 10, 11, 12, 13, 14, 15, 17, 18, 20, 21, 22, 23, 24, 25, 26, and 27.

17. INDEMNITY Back to top

SUMMARY: If you violate these Terms of Service, Rdio can hold you accountable and can cause you to be responsible for any harm caused to Rdio from such violation.

17.1 You agree to defend, indemnify, and hold Rdio and its joint venturers, licensors, suppliers, vendors, distributors, advertisers, and other contracting parties, together with their respective affiliates, successors, assigns, employees, consultants, agents, directors, officers, members, and stockholders, harmless from and against any and all claims, actions, proceedings, and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs) that are attributable to your actions or fault and arise out of: (a) your access, use or misuse of any of the Rdio Service; (b) your breach or alleged breach of these Terms of Service; (c) your violation of any law, rule, regulation, or rights of others in connection with your use of any of the Rdio Service including, without limitation, infringement of anyone else’s intellectual property rights; (d) your use or disclosure of another person’s personal information including, without limitation, financial or credit information.

17.2 Without limiting the foregoing, you acknowledge that certain countries may require you to pay a use, sales, consumption, value added, or other tax in connection with your use of the Rdio Service. The payment of any such tax, if required, is your responsibility. The foregoing indemnity obligations will apply to any damages Rdio may incur in connection with your failure to pay any such tax.

18. COPYRIGHT INFRINGEMENT Back to top

18.1 Rdio respects the intellectual property rights of others and we ask our users to do the same. If you believe a user of the Service Applications or Rdio Service is infringing your copyright or the copyright of any third party, please notify Rdio in accordance with the following procedure: All notifications of copyright infringement must be in writing and directed to Rdio’s designated agent at the following mailing address, fax number, or email address:

18.1.1 If you are using the Rdio Service in the United States, Canada, Australia, or New Zealand: Attn: Copyright Agent c/o Rdio, Inc. 1550 Bryant Street, Ste. 200, San Francisco, CA 94103 (415) 512-7555 (fax) copyright@rdio.com;

18.1.2 If you are using the Rdio Service in any country (including in the European Union) outside of the United States, Canada, Australia, New Zealand, and Brazil: Attn: Copyright Agent c/o Rdio S.à r.l. 20, rue Eugène Ruppert L-2453 Luxembourg (415) 512-7555 (fax) copyright@rdio.com;

18.1.3 If you are using the Rdio Service in Brazil: Attn: Copyright Agent c/o RDIO-Band Música Ltda., Avenida Comendador Adibo Ares, 129, sala 5, Morumbi, CEP 05613-000, Brazil, copyright@rdio.com.

18.2 Each notification must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit Rdio to locate the material; (d) information reasonably sufficient to permit Rdio to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

18.3 In the event of any copyright or other intellectual property infringement claim, you acknowledge and agree that as between Rdio and any provider of a mobile application platform, Rdio, and not any provider of a mobile application platform, will be solely responsible for the investigation and discharge of any such claim.

19. PROVISION OF THE SERVICE Back to top

Rdio reserves the right to add, change, modify, suspend, or discontinue all or any of the Rdio Service, in its sole discretion, at any time. Unless expressly stated otherwise, the use of any new or existing Rdio Service, including the availability of services or products through the Service Applications, will be subject to these Terms of Service. In addition, Rdio may also impose limits on any of the Rdio Service or restrict your access to portions or all of the Service Applications in its reasonable discretion without notice or liability. Rdio reserves the right to refuse to provide you with access to any of the Rdio Service or to allow you to create a user account for any reason.

20. EQUITABLE REMEDIES Back to top

You hereby agree that Rdio would be irreparably damaged if these Terms of Service were not specifically enforced, and therefore you agree that Rdio will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Service, in addition to such other remedies as Rdio may otherwise have available to it under applicable laws.

21. EXPORT ADMINISTRATION Back to top

You will comply fully with all relevant export laws and regulations of the territories in which you make use of the Rdio Service (collectively “Export Controls”). Without limiting the generality of the foregoing, you will not, and you will require your representatives not to, export, direct, or transfer the Service Applications, or any direct product thereof, to any destination, person, or entity restricted or prohibited by the Export Controls. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) you are not listed on any U.S. government list of prohibited or restricted parties. If you are a resident of Germany, this representation and warranty does not apply to you and this provision shall in no way have the effect of curtailing your mandatory rights and protections as a consumer under German law.

22. MISCELLANEOUS Back to top

22.1 These Terms of Service, including the Privacy Policy, the Cookie Policy, the Payment Terms, and any other terms and conditions governing the use of the Service Applications and the Rdio Service incorporated herein or incorporating these Terms of Service, constitute the entire agreement between you and Rdio with respect to your access and use of the Service Applications and the Rdio Service and supersede all prior and contemporaneous agreements between you and Rdio relating to the same subject matter.

22.2 Additionally, your use of any mobile Service Application may be subject to the terms of any applicable agreement published by a mobile application platform provider or your wireless carrier.

22.3 If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid or unenforceable then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. For users residing in Germany, applicable law will replace the invalid or unenforceable provision.

22.4 Rdio’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision and no waiver will be effective unless it is made in writing and signed by an authorized representative of Rdio.

22.5 You and Rdio expressly acknowledge and agree that the language governing these Terms of Service, and the Privacy Policy, Payment Terms, and any other terms and conditions governing the use of the Service Applications and the Rdio Service incorporated herein or incorporating these Terms of Service (collectively, the “Terms”), will be English, except for residents of Germany, for which the German version shall prevail. 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, except for residents of Germany, for whom the German version will govern.

22.6 You acknowledge and agree that, although these Terms of Service are solely between you and Rdio, Rdio’s third party licensors, including, without limitation, its content providers (such as record labels, publishers, performance rights organizations, and providers of data services) and its mobile application platform providers, are third party beneficiaries of these Terms of Service, and upon your acceptance of these Terms of Service, these third parties will have the benefit of all of the provisions of these Terms of Service, including, without limitation, the right to enforce the provisions of these Terms of Service, as if they were original parties to this document. This does not apply to users residing in Germany.

22.7 If you are, or are entering into this Terms of Service on behalf of, any agency or instrumentality of the United States Government, the Service Applications are “commercial computer software” and “commercial computer software documentation,” and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction, and disclosure of the Service Applications are governed by the terms of this Terms of Service.

23. GOVERNING LAW; JURISDICTION Back to top

SUMMARY: The law that governs your agreement with Rdio, and the place in which you can resolve your disputes with Rdio, depend on where you are using the Rdio Service.

23.1 If you are using the Rdio Service in the United States, Canada, Australia, or New Zealand the following applies: These Terms of Service will be governed by, and will be construed under, the laws of the United States of America and the laws of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 24 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the Rdio Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California and you agree to submit to the personal jurisdiction and venue of such courts.

23.2 If you are using the Rdio Service in any country (including in the European Union) outside of the United States, Canada, Australia, New Zealand, and Brazil the following applies: The laws applicable to the interpretation of these Terms of Service shall be the laws of Luxembourg, without regard to any conflicts of law provisions, provided that, for residents of Germany only, the laws of Luxembourg will only apply to the extent that this choice of law does not abdicate the mandatory consumer protection provisions afforded by German law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 24 below (and claims proceeding in any small claims court), you irrevocably submit to the personal and exclusive jurisdiction of the courts located within Luxembourg for all disputes arising out of or related to your use of any of the Rdio Service. This choice of venue does not apply to residents of Germany.

23.3 If you are using the Rdio Service in Brazil, the following applies: These Terms of Service will be governed by and construed in accordance with the laws of Brazil without regard to its conflict of laws principles. Except as provided in Section 24 below (and claims proceeding in any small claims court), you and Rdio expressly understand and agree that any dispute arising under these Terms of Service will be brought exclusively in the Central Courts located in the City (Foro Central da Comarca) of São Paulo, State of São Paulo.

24. DISPUTE RESOLUTION Back to top

SUMMARY: If you are using the Rdio Service in the United States, Canada, Australia, or New Zealand, you agree to resolve your disputes through binding arbitration. Section 24 describes the processes to pursue any such arbitration. You and Rdio agree in all events to negotiate before bringing any claims.

Only if you are using the Rdio Service in the United States, Canada, Australia, or New Zealand Sections 24.1, 24.2, 24.3, 24.4, 24.5, 24.6, and 24.7 apply as follows:

24.1 Negotiations

Before initiating any arbitration or court proceeding, you and Rdio agree to first attempt to negotiate any dispute, controversy, or claim related to these Terms of Service (“Claim”) (except those Claims expressly provided in Section 24.6 below) informally for at least thirty (30) days. Negotiations will begin upon written notice. Rdio will send its notice to your billing or other physical address (if on file with Rdio) and email you a copy to the email address you have provided. You will send your notice to Rdio, Inc., 1550 Bryant Street, Ste. 200, San Francisco, CA 94103, Attn: Legal.

24.2 Binding Arbitration

24.2.1 If the parties fail to resolve a Claim through negotiations within the above thirty (30) day period, you and Rdio agree that, except as provided in Section 24.6 below, all Claims will be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party will be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms of Service. In the event of a conflict between the terms set forth in this Section 24 and the JAMS Rules, the terms in this Section 24 will control and prevail.

24.2.2 Except as otherwise set forth in Section 24.6, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Rdio will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator.

24.2.3 Except as otherwise provided in these Terms of Service: (a) you and Rdio may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; (b) the arbitrator's decision will be final, binding on all parties, and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

24.2.4 BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND RDIO ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

24.3 Arbitration Fees

If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If Rdio is initiating arbitration for a Claim, Rdio will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

24.4 Location

The arbitration will be conducted in San Francisco, California, unless the parties agree to video, phone, and/or Internet connection appearances.

24.5 Limitations

You and Rdio agree that any arbitration will be limited to the Claim between Rdio and you individually. YOU AND RDIO AGREE THAT: (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; (C) NO ARBITRATION WILL BE JOINED WITH ANY OTHER ARBITRATION.

24.6 Exceptions to Negotiations and Arbitration

You and Rdio agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claims seeking to enforce or protect, or concerning the validity of, any of your or Rdio’s intellectual property rights; (b) any Claim related to, or arising from, allegations of piracy or invasion of privacy; (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction in lieu of arbitration.

24.7 Severability

You and Rdio agree that if any portion of this “Dispute Resolution” section is found illegal or unenforceable (except any portion of Section 24.6 above), that portion will be severed and the remainder of this section will be given full force and effect. If Section 24.6 above is found to be illegal or unenforceable then neither you nor Rdio will elect to arbitrate any Claim falling within that portion of Section 24.6 above found to be illegal or unenforceable. Such Claim will be exclusively decided by a court of competent jurisdiction within San Francisco, State of California, United States of America, and you and Rdio agree to submit to the personal jurisdiction of that court.

24.8 Limited Dispute Resolution Procedure

If you are using the Rdio Service in any country (including in the European Union) outside of the United States, Canada, Australia, New Zealand, and Brazil, this Section 24.8 applies as follows:

You agree that, in the event any dispute or claim arises out of or relates to your use of the Service Applications or the Rdio Service such dispute or claim shall be resolved in accordance with the following escalation procedure:

24.8.1 You and Rdio will attempt in good faith to negotiate a written resolution of the matter directly between the parties;

24.8.2 If the matter remains unresolved for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, all parties shall join in non-binding mediation services in Luxembourg with a mutually agreed mediator in an attempt to resolve the dispute;

24.8.3 If the parties are unable to resolve the dispute following referral of the matter to mediation in accordance with Section 24.8.2 above, then they shall be free to pursue such other remedies as may be available under applicable law or these Terms of Service;

24.8.4 Should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorney’s fees, even if you would otherwise be entitled to them. You further agree not to bring claims on a representative, class member basis, or as a private attorney general.

24.9 Legal Fees

In the event any litigation or arbitration is brought by you or Rdio in connection with these Terms of Service, the prevailing party in such litigation or arbitration shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees, and other expenses incurred by such prevailing party in the litigation.

25. QUESTIONS Back to top

If you have any questions about these Terms of Service or your rights or Rdio’s obligations relating to any of the Rdio Service, please email us at help@rdio.com or you may contact us by mail at the applicable address set forth in Section 1.2 depending upon where you are using the Rdio Service.

26. CALIFORNIA RESIDENTS Back to top

If you are a California resident and are unable to resolve a complaint you may have regarding any of the Rdio Service, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite North 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

27. ELECTRONIC COMMUNICATIONS Back to top

You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Rdio to show your acceptance of the Terms of Service), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders, and create other records, as well as to the electronic delivery of notices, policies, and records of transactions initiated or completed through the Rdio Service.

© 2015 Rdio, Inc.