Slacker, Inc. Terms of Use

Slacker, Inc. Terms of Use
This Slacker Terms of Use Agreement (this "Agreement") is a legal agreement between you and Slacker, Inc. ("Slacker", "we", "us" or "our") providing, among other things, the terms and conditions for your use of Slacker's free and/or subscription music services (collectively, the "Slacker Services"), including our Web site http://www.slacker.com (the "Site").

We may from time to time modify these terms of use and will post a copy of the amended Agreement at http://www.slacker.com/company/terms/. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Slacker Services (as defined below) or, if applicable, cancel your Slacker Services subscription. You will be deemed to have accepted the Agreement as amended if you continue to use any of the Slacker Services after any amendments are posted on the Site.

PARENTAL ADVISORY. IF YOU ARE A USER BETWEEN THE AGES OF 13 AND 17, PLEASE REVIEW THESE TERMS OF USE WITH YOUR PARENTS. THE SLACKER SERVICES ARE INTENDED FOR USERS WHO ARE AT LEAST 13 YEARS OF AGE OR OLDER. BECAUSE THE SLACKER SERVICES MAY PROVIDE ACCESS TO MUSIC THAT CONTAINS EXPLICIT CONTENT INCLUDING STRONG LANGUAGE OR DEPICTIONS OF VIOLENCE, SEX OR SUBSTANCE ABUSE, PARENTAL DISCRETION IS ADVISED FOR ALL USERS AGES 13 TO 17.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING OR SUBSCRIBING TO THE SLACKER SERVICES. YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ORDER FOR YOU TO HAVE ACCESS TO THE SLACKER SERVICES, THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SLACKER SERVICES. YOU MAY BE DENIED ACCESS TO THE SLACKER SERVICES, WITH OR WITHOUT PRIOR NOTICE TO YOU, FOR NONCOMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT.

Your Account Information
To use any aspect of the Slacker Services, you may be required to register and provide certain information, including a member or user name, a password and a valid email address (the "Account Information"). You agree that the Account Information that you provide is true, accurate, current and complete information about yourself and your billing information, if applicable.

You may update any of your Account Information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated card by going to the Options menu and selecting Account > Manage Account. You will be asked to log in again. Once logged in, an account summary screen is displayed. You can click the appropriate Edit button to edit account information.

We shall treat all of your Account Information with the utmost respect for its confidential nature, and in accordance with our Privacy Policy .
You are solely and entirely responsible for maintaining the confidentiality of your password, and for any and all activities that occur under your account. If you believe someone has accessed any Service using your user name and password without your authorization, it is your responsibility to set up a new password. To do this, go to the Sign In screen, click the "Forgot your Password?" link, and follow the instructions. Slacker will not be responsible for any losses arising out of the unauthorized use of your user name, password and/or account, and you agree to indemnify and hold harmless Slacker, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.

If you own a Slacker Portable Radio Player, you agree that in connection with use of the WiFi capability therein that you accept the terms of service of any service provider of such WiFi service and further authorize Slacker to accept such terms on your behalf. Slacker will not be responsible for any losses arising out of your use of any WiFi service or your violation of any WiFi terms of service.

Privacy Policy

Unless otherwise addressed in this Agreement, the Slacker Services are subject to Slacker's Privacy Policy, that can be found at http://www.slacker.com/company/policies/ and that by reference is made a part of this Agreement. It is important that you read and understand the terms of Slacker's Privacy Policy. Slacker may cooperate with and disclose information (including your Account Information) to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement due to your use of the Slacker Services.

License
Slacker grants to you a limited, non-exclusive, non-transferable license to access and use the Slacker Services in the United States for personal non-commercial purposes only. If you subscribe to any of the Slacker Services, this license is contingent upon your payment of any applicable subscription fees and your compliance with any other terms and conditions applicable to you as a subscriber.

By subscribing to or accessing any Service, you are representing to us that you are authorized to use the credit card you submit for payment and that you reside in the United States. If you are a parent or guardian paying on behalf of a minor or other person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, any charges associated with that person's use of any of the Services, and that person's compliance with this Agreement.

You agree to take such steps as are appropriate to ensure such compliance and will indemnify and hold Slacker and its affiliates and distribution and syndication partners harmless from any breach of this Agreement. Any violation by you of the license provisions contained in this Section may result in the immediate termination of your right to use the Slacker Services. Slacker reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE SLACKER SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

Restrictions
You agree that you will not:

• use the Slacker Services to reproduce copyrighted materials;
• copy, store, edit, change, prepare any derivative work of or alter in any way any of the tracks streamed through the Slacker Services or any cover art shown therein;
• make the Slacker Services available over a network (other than Slacker's network) where it could be used by others;
• provide your password to any other person;
• translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Slacker Services or any portion of them;
• circumvent any technology used by Slacker or its licensors to protect content accessible via the Slacker Services;
• rent, lease or sublicense any of the Slacker Services;
• collect and use any product listings, descriptions, or prices;
• use any data mining, robots, or similar data gathering and extraction tools;
• download or copy account information for the benefit of another merchant;
• frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Slacker and our affiliates;
• use any meta tags or any other "hidden text" utilizing Slacker's name or trademarks; or
• use the Slacker Services in any way that violates the terms of this Agreement or any WiFi terms of service.

Security
The Slacker Services utilize technology to protect transmitted digital information. Your use of the Slacker Services may be limited by such technology. You acknowledge that, from time to time, Slacker may modify or discontinue using such technology. Security modifications made by Slacker may from time to time include required or automated updates, modifications, patches, and/or reinstallations of software. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

Copyrights
As between you and Slacker, you acknowledge that Slacker owns or has a license to all title and copyrights in and to the Slacker Services, including all content on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software. All title and intellectual property rights in and to the licensed content in the Slacker Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.

Slacker Trademarks and Third-Party Trademarks
The following are registered trademarks or trademarks of Slacker: Slacker, and its design logo, as well as certain other Slacker trademarks, service marks, graphics, and logos (collectively, the "Slacker Trademarks") used in connection with the Slacker Services. The Slacker Services may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Slacker Trademarks or the trademarks of any third party.

Electronic Communications
When you visit Slacker or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THIS SITE IS PROVIDED BY SLACKER ON AN "AS IS" AND "AS AVAILABLE" BASIS. SLACKER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

SLACKER DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM SLACKER ARE FREE OF VIRUSES, INTERFERENCE, HACKING OR OTHER HARMFUL COMPONENTS AND SLACKER DISCLAIMS ANY LIABILITY RELATING THERETO. WITHOUT PRIOR NOTICE, SLACKER MAY MODIFY, SUSPEND, OR DISCONTINUE THE SLACKER SERVICES (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER SLACKER ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE SLACKER SERVICES, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

SLACKER WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, THE SLACKER PORTABLE RADIO PLAYER OR ANY WIFI SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. SLACKER DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
YOU UNDERSTAND THAT YOU MAY ENCOUNTER OFFENSIVE, INDECENT OR OTHER OBJECTIONABLE CONTENT WHEN USING THE SLACKER SERVICES. SLACKER WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH CONTENT.

SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE SLACKER SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT SLACKER ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

INDEMNITY
YOU WILL INDEMNIFY AND HOLD SLACKER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY SUITS OR CLAIMS ARISING OUT OF (I) YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) YOUR USE OF THE SLACKER SERVICES OR ANY WIFI SERVICE.

Third Parties
Slacker or its business partners may present advertisements or promotional materials on or through the Site and the Slacker Services. Your dealings with, or participation in promotions of, any third-party advertisers on or through the Site are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that Slacker is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Site.

The Site and the Slacker Services may present links to third-party Web sites not owned or operated by us. We are not responsible for the availability of these third-party sites or their contents. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any content of any such third-party site or goods or services available through any such third-party site.

Applicable Law and Assignment
By visiting the Slacker Site or using the Slacker Services, you agree that the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Slacker or its affiliates.

You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

Disputes
Any dispute relating in any way to your visit to the Slacker Site or to products or services you purchase or use through Slacker shall be submitted to confidential arbitration in San Diego, California, except that, to the extent you have in any manner violated or threatened to violate Slacker's intellectual property rights, Slacker may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

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Slacker, Inc. End User License and Services Agreement

IMPORTANT-- READ CAREFULLY: This End User License and Services Agreement ("Agreement") is a legal agreement between you and Slacker, Inc. ("Slacker") providing, among other things, the terms and conditions for the use of the Slacker Software and Services (as defined below). THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS THAT MAY AFFECT YOUR LEGAL RIGHTS.

BY (I) INSTALLING, COPYING OR OTHERWISE USING THE SLACKER SOFTWARE; (II) USING SLACKER'S FREE RADIO SERVICES; OR (III) SUBSCRIBING TO THE SUBSCRIPTION RADIO SERVICES, YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ORDER FOR YOU TO HAVE ACCESS TO THE SLACKER SOFTWARE AND SERVICES, THE TERMS OF THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT MODIFICATIONS, ADDITIONS OR DELETIONS. If you do not agree to the terms of this Agreement, you are not authorized to use the Software or Services. If you paid money for the Software, you should return it to the vendor you bought it from and you should request a refund from that vendor. Do not return the Software to Slacker unless you bought it directly from Slacker.

YOU MAY BE DENIED ACCESS TO THE SLACKER SOFTWARE OR SERVICES, WITH OR WITHOUT PRIOR NOTICE, FOR NONCOMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT.

1. SOFTWARE

A) Slacker provides the Slacker Desktop Radio software program, whether through a computer or the Slacker Portable Player hardware, and/or the Slacker Web Player (collectively, "Software"), to you and grants to you a non-exclusive, non-transferable license to:

(i) use the Software on one (1) computer only;

(ii) make one (1) copy (in machine-readable form) of the Software for back-up purposes only; and

(iii) use the Software for personal, informational and non-commercial purposes only.

B) The Software is licensed, not sold. All rights not expressly granted under this Agreement are reserved.

C) Slacker may, for free or subject to payment of additional license fees, grant you a license for Updates (as defined below) or for plug-ins to the Software produced or distributed by Slacker ("Plug-ins"). For purposes of this Agreement, "Updates" shall mean those updates, upgrades and error corrections to the Software produced or distributed by Slacker which Slacker makes generally available to users of the Software.

D) The Updates and the Plug-ins, as well as any printed, electronic and/or online documentation provided by Slacker, are all deemed to be part of the Software. Your use of any of portion of the Software is subject to the terms of this Agreement.

2. SERVICES

A) Free Radio Services -- Slacker may offer free radio or other free music services ("Free Radio Services") to you pursuant to the terms of this Agreement.

B) Subscription Radio Services -- Slacker may offer you subscriptions to radio or other subscription music services ("Subscription Radio Services"), subject to the payment of additional fees, which fees may be increased or decreased at any time by Slacker.

IN ADDITION TO THIS AGREEMENT, YOU WILL ALSO BE BOUND BY THE SLACKER, INC. TERMS OF USE ABOVE WITH RESPECT TO YOUR USE OF THE FREE RADIO SERVICES AND THE SUBSCRIPTION RADIO SERVICES.

If you own a Slacker Portable Player, you acknowledge that Slacker does not provide and is not responsible for any WiFi service that the Player may access.

You agree that in connection with use of the WiFi capability therein that you accept the terms of service of any service provider of such WiFi service and further authorize Slacker to accept such terms on your behalf. Slacker will not be responsible for any losses arising out of your use of any WiFi service or your violation of any WiFi terms of service.

3. RULES AND LIMITATIONS

A) Software. When using the Software, you shall not:

(i) use the Software for real-time broadcasting (terrestrial, satellite, cable or other media) or broadcasting via internet or other networks, including but not limited to intranets or pay-audio or audio-on-demand applications;

(ii) reproduce or use the Software to reproduce copyrighted materials, unless you have the express, written permission of the owners of those copyrights;

(iii) make the Software available over a network where it could be used by multiple computers at the same time;

(iv) distribute copies of any portion of the Software to third parties (this prohibits you from, among other things, providing any of your license keys to any other person);

(v) make any copies of the Software, except for the single backup copy permitted above;

(vi) translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software;

(vii) copy, store, edit, change, prepare any derivative work of or alter in any way any of the content streamed or otherwise provided through the Software;

(vii) rent, lease, lend or sublicense the Software; or

(ix) use the Slacker Software and Services unless such use is in compliance with the terms of this Agreement.

B) Services Generally. In order for you to use the Free Radio Services or the Subscription Radio Services (collectively, "Services"), you shall comply with the following criteria and terms:

(i) you must be a resident or the United States, its territories, commonwealths and possessions; ;

(ii) you shall access the Services solely through Slacker Software or Slacker Portable Player hardware;

(iii) you acknowledge that you are not entitled to any commercial, sale, resale, reproduction, distribution or promotional use rights in or to the content of the Services;

(iv) you acknowledge that Slacker has the right to remove content from the Services without notice to you;

(v) you shall not distribute, share, export, burn or copy the content in the Services, except as explicitly authorized for a particular Service and in all cases for your personal entertainment purposes only;

(vi) you shall not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Services or any content therein, including for the purpose of disguising or changing ownership of any content;

(vii) you shall not copy, store, transfer to an unauthorized device, edit, change, prepare any derivative work of or alter in any way, any of the content streamed or otherwise provided through the Services;

(viii) you shall not attempt to, or encourage any other person to, circumvent, edit, defeat, impair, modify, alter or tamper in any way, or for any reason whatsoever, any digital rights management or copyright protection technology or mechanism embedded in or associated with the Services;

(ix) you shall not access or attempt to access an account that you are not authorized to access; and

(x) you shall comply with any WiFi terms of service.

C) Subscription Radio Services. In addition to the criteria and terms set forth in Section 3(B) above, in order to subscribe to the Subscription Radio Services, you shall comply with the following terms:

(i) you shall provide accurate, current and complete information required to establish a valid customer account with Slacker (your "Account");

(ii) you shall maintain your Account with up-to-date information;

(iii) you shall be responsible for maintaining the confidentiality and security of your Account, as well as for all activities that occur on or through your Account;

(iv) you shall immediately report any unauthorized use of your Account to Slacker, as well as any other breach of security;

(v) you shall permit Slacker to store and use personal data (including credit card information) provided by you for purposes of maintaining your Account and for billing fees and other charges (e.g., taxes and late fees, as applicable) to your credit card;

(vi) you shall be responsible for providing: (a) the DSL, cable modem or any other hardware or internet connectivity necessary to receive CD-quality music playback on the Subscription Radio Services and (b) any hardware and software necessary to listen to such playback;

(vii) you shall not share your password with any other person; and

(viii) you shall not assign, sell or transfer your Account (or access thereto) to any other person.

(ix) you shall be at least 18 years of age;

(x) you shall permit all renewal charges to be charged automatically to your credit card without prior notification;

(xi) you may cancel the Subscription Radio Services online at any time; and

(xii) you acknowledge that you are not entitled to any refunds (including pro-rated refunds) for Subscription Radio Services, except for refunds requested within one week of the initial subscription or renewal date.

4. ELECTRONIC SIGNATURE AND INTENT TO BE BOUND

YOU ACKNOWLEDGE THAT EACH TIME YOU ELECTRONICALLY ORDER ANY OF THE SLACKER SOFTWARE AND SERVICES, SUBMIT ACCOUNT INFORMATION, SUBMIT NOTICES OF CANCELLATION OR CONDUCT ANY OTHER TYPE OF TRANSACTION THROUGH THE SERVICES, EACH SUCH TRANSACTION CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

5. COPYRIGHT AND TRADEMARKS

A) Slacker or its suppliers owns all title and copyrights in and to the Slacker Software and Services. All title and intellectual property rights in and to the content in the Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. ANY USE OF THE SLACKER SOFTWARE AND SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. ANY SUCH INFRINGEMENT MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

B) You shall maintain all copyright and other proprietary notices on all copies of the Slacker Software and Services.

C) The following are registered trademarks or trademarks of Slacker: Slacker (R) and its design logo, other names, phrases (TM or R), as well as certain other Slacker trademarks, service marks, graphics, and logos (collectively, the "Slacker Trademarks") used in connection with the Slacker Software and Services. The Slacker Software and Services may contain third-party trademarks, service marks, graphics and logos. You are not granted any right or license with respect to Slacker Trademarks or the trademarks of any third party.

6. SECURITY

A) The Services may include a security framework using technology to protect digital information. Your use of the Services is limited by any such framework and the terms of this Agreement. You acknowledge that, from time to time, Slacker may modify or discontinue using such security framework, which may further limit your access to the Services. Security modifications made by Slacker may from time to time include required or automated updates, modifications, patches and/or reinstallations of Software. Any violation or attempt to violate any system or network security components may result in civil or criminal liability.

B) Your use of the Slacker Software and Services may be monitored by Slacker for compliance purposes.

C) Slacker may cooperate with and disclose information (including your Account information) to any authority, government official or third party, without giving any notice to you, in connection with any legal proceeding or claim arising from an asserted illegal action or infringement due to your use of the Slacker Software and Services.

7. EXPORT LAW ASSURANCES

A) You shall not use or otherwise export or re-export any of the Software except as authorized by United States laws and the laws of the jurisdictions in which the Software were obtained. In particular, but without limitation, the Software may not be exported or re-exported:

(i) into (or to a national or resident of) any U.S. embargoed countries; or

(ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

B) By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

8. PRIVACY POLICY

Unless otherwise addressed in this Agreement, the Slacker Software and Services are subject to Slacker's Privacy Policy, which can be found at http://www.slacker.com/company/pp.html and which by reference is made a part of this Agreement. It is important that you read and understand the terms of Slacker's Privacy Policy.

9. AGREEMENT TO PAY

For as long as you subscribe to the Subscription Radio Services or any time you order any other paid service or product: (i) you shall pay all fees and charges associated with such order on a timely basis, and (ii) all such fees and charges and any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account will be charged on your credit card. It is your responsibility to maintain valid credit card information in your Account information at all times. If you want to designate a different credit card from the one listed in your Account information, you shall update your credit card information in the account section of the Software. (You acknowledge that a temporary disruption of the Subscription Radio Services may occur while Slacker verifies the new credit card information.)

10. TERM

This Agreement remains effective until terminated by you or terminated by Slacker due to your noncompliance with any provision of this Agreement. Whenever this Agreement is terminated, regardless of the reason, you shall destroy the Software (including all copies, regardless of form) and cancel your Subscription Radio Services.

11. NO WARRANTY

THE SOFTWARE IS LICENSED TO YOU "AS IS." THE FREE RADIO SERVICES AND SUBSCRIPTION RADIO SERVICES ARE ALSO PROVIDED TO YOU "AS IS." ANY USE OF THE SLACKER SOFTWARE AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLACKER AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

12. DISCLAIMER AND LIMITATION OF REMEDIES

A) SLACKER MAKES NO GUARANTEE, REPRESENTATION OR WARRANTY THAT USE OR RESULTS OF THE USE OF THE SLACKER SOFTWARE AND SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. SLACKER MAY MODIFY, SUSPEND OR DISCONTINUE THE SLACKER SOFTWARE AND SERVICES (INCLUDING ANY CONTENT) WITHOUT PRIOR NOTICE. SLACKER WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SUCH MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE SLACKER SOFTWARE AND SERVICES.

B) IN NO EVENT WILL SLACKER BE LIABLE TO YOU FOR DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOST PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF SLACKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SLACKER OR OTHERS SHALL CREATE A WARRANTY BINDING ON SLACKER AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.

C) Reasonable efforts will be made by Slacker to protect information submitted by you in connection with your account and the services; however, you acknowledge that your submission of any such information is at your sole risk. Slacker does not assume any liability to you with regard to any loss or liability relating to such information in any way.

D) SLACKER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SLACKER SOFTWARE AND SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND SLACKER DISCLAIMS ANY LIABILITY RELATING THERETO. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR OWN COMPUTER SYSTEM.

E) While using the Slacker Software and Services, you understand that you may encounter offensive, indecent or objectionable content, which may or may not be identified as having explicit language, and that parents of minors are advised of the same. Slacker shall have no liability to you for any offensive, indecent or objectionable content, or for any inaccurate identification of such content.

F) WITH RESPECT TO THE SOFTWARE, SLACKER'S AND ITS SUPPLIERS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCT AT ISSUE.

G) WITH RESPECT TO THE SUBSCRIPTION RADIO SERVICES, SLACKER'S AND ITS SUPPLIERS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE SUBSCRIPTION RADIO SERVICE AT ISSUE DURING THE PRECEDING TWELVE (12) MONTHS.

I) In the event technical problems delay or prevent delivery of any Updates, Plug-ins or Subscription Radio Services, your exclusive and sole remedy will be (in Slacker's sole determination) either replacement of such Updates, Plug-ins or Subscription Radio Services or refund of the purchase price for such Updates, Plug-ins or Subscription Radio Services.

J) Some of the content, products and services available through the Services may include materials that belong to third parties. You acknowledge that Slacker assumes no responsibility for examining or evaluating the content or accuracy of any such third-party materials and, furthermore, that Slacker shall have no liability or responsibility for materials, products or services belonging to third parties.

K) WiFi services are not provided by Slacker. You acknowledge that Slacker has no liability or responsibility in connection with any WiFi service, your use of such service or your violation of any WiFi terms of service.

13. INDEMNITY

WHENEVER YOU USE THE SLACKER SOFTWARE AND SERVICES, YOU SHALL INDEMNIFY AND HOLD SLACKER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS HARMLESS WITH RESPECT TO:

A) ANY SUITS OR CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY;

B) YOUR USE OF THE SLACKER SOFTWARE AND SERVICES OR ANY WIFI SERVICE;

C) ANY REMOVAL OF OR REFUSAL TO PROCESS ANY INFORMATION OR CONTENT;

D) ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE SLACKER SOFTWARE AND SERVICES;

E) ANY WARNING GIVEN TO YOU BY SLACKER; OR

F) ANY ACTION TAKEN BY SLACKER AS PART OF ITS DUE DILIGENCE REGARDING A SUSPECTED VIOLATION OR AS A RESULT OF ITS DETERMINATION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED.

ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT ARE COVERED BY THIS PROVISION.

14. GENERAL

A) The Slacker Software and Services are owned or licensed by Slacker and are protected by United States copyright laws and international treaty provisions. Except as specifically provided for in Section 1(E) above, you shall not sublicense, assign, or transfer the license under this Agreement or the Software or make or distribute copies of any of them. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations in violation of the provisions of this Agreement is void.

B) This Agreement shall be governed by the laws of the State of California. The exclusive jurisdiction for any claim, action or dispute with Slacker or relating in any way to your use of the Slacker Software and Services shall be in the state and federal courts of the State of California and the exclusive venue for the adjudication or disposition of any such claim, action or dispute shall be in San Diego, California.

C) Should you have any questions concerning this Agreement or need technical support, you may contact Slacker Support by visiting http://www.Slacker.com/support/.

D) Slacker may send notices to you with respect to the Slacker Software and Services by sending an email message to the email address listed in your Account information, by sending a letter via U.S. mail to the contact address listed in your Account information, or by a posting on the Software or Radio Services. Unless otherwise stated in the notices, the notices shall become effective immediately.

E) Slacker reserves the right, at any time and from time to time, to update, revise, supplement and otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions (collectively, the "Additional Terms") on your use of the Slacker Software and Services. Such updates, revisions, supplements, modifications and Additional Terms will be effective immediately and incorporated into this Agreement. Your continued use of the Slacker Software and Services following such updates, revisions, supplements, modifications and Additional Terms will be deemed to constitute your acceptance of all of them. All updates, revisions, supplements, modifications and Additional Terms are hereby incorporated into this Agreement by this reference.

15. THIRD PARTY SOFTWARE AND CONTENT

A) Content owners use Windows Media digital rights management technology (WMDRM) to protect their intellectual property, including copyrights. The Software and Services use WMDRM software to access WMDRM-protected content. If the WMDRM software fails to protect the content, content owners may ask Microsoft to revoke the software's ability to use WMDRM to play or copy protected content. Revocation does not affect unprotected content. When you download licenses for protected content, you agree that Microsoft may include a revocation list with the licenses. Content owners may require you to upgrade WMDRM to access their content. If you decline an upgrade, you will not be able to access content that requires the upgrade.

B) All Music Guide. ALL MUSIC GUIDE DATA is the property of AEC One Stop Group, Inc. ("AEC"), doing business as AMG, All-Music Guide and All Media Guide. You shall not modify, copy, scan or use any other method to reproduce, duplicate, translate, republish, transmit or distribute in any way any portion of the ALL MUSIC GUIDE DATA. You shall not download ALL MUSIC GUIDE DATA except for your own personal, non-commercial use. You shall indemnify, defend and hold harmless AEC, Slacker and their affiliates, against any and all claims, damages, costs or other expenses that arise directly or indirectly out of or from: (a) your unauthorized use of the ALL MUSIC GUIDE DATA; (b) your violation of the foregoing provisions; and/or (c) your unauthorized activities in connection with the ALL MUSIC GUIDE DATA.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND SHALL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

Copyright (C) 2008 Slacker, Inc. All rights reserved