Slacker, Inc. Terms of Use

This Slacker, Inc. 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 basic and/or subscription music services, associated mobile applications, software and Internet services under our control, whether partial or otherwise, in connection with providing a platform for Slacker's services (collectively, the "Slacker Products and 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 on this page. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Slacker Products and Services or, if applicable, cancel your subscription for Slacker Products and Services. You will be deemed to have accepted the Agreement, as it may be amended from time to time, if you continue to use any of the Slacker Products and Services after any amendments to such Agreement 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 PRODUCTS AND SERVICES ARE INTENDED FOR USERS WHO ARE AT LEAST 13 YEARS OF AGE OR OLDER. BECAUSE THE SLACKER PRODUCTS AND 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 PRODUCTS AND SERVICES, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ORDER FOR YOU TO HAVE ACCESS TO THE SLACKER PRODUCTS AND 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 PRODUCTS AND SERVICES. YOU MAY BE DENIED ACCESS TO THE SLACKER PRODUCTS AND 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 Products and Services, you may be required to register and provide certain information, including a member or user name, a password, a valid email address (the "Account Information") and your credit card information, if applicable. You agree that the Account Information and credit card 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 credit card by going to the Options menu and selecting Account > Manage Account. You will be asked to sign in again. Once signed in, an account summary screen is displayed. You can click the appropriate Edit button to edit Account Information. If you register for the Slacker Products and Services through a device manufacturer portal for use with a device, you are agreeing to receive at least one Slacker newsletter at the email address you provide during registration. To avoid receiving future newsletter mailings you may unsubscribe from the mailing list by clicking the "unsubscribe" link at the bottom of the Slacker Newsletter. Clicking that link will lead to the confirmation of your removal from the Slacker mailing list.

We understand that you care about the protection of your personal information, including your Account Information, and shall treat such information 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 with your account. If you believe someone has accessed any of the Slacker Products and Services 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 Wi-Fi capability therein that you accept the terms of service of any service provider of such Wi-Fi 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 Wi-Fi service or your violation of any Wi-Fi terms of service.

Privacy Policy

Unless otherwise addressed in this Agreement, the Slacker Products and Services are subject to Slacker's Privacy Policy which can be found here: Privacy Policy, and 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 Products and Services, and under certain other circumstances set forth in our Privacy Policy.

License

Slacker grants to you a limited, non-exclusive, non-transferable license to access and use the Slacker Products and Services in the territory for which you have purchased a license for personal non-commercial purposes only. If you subscribe to any of the Slacker Products and 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 of the Slacker Products and Services, you are representing to us that you are authorized to use the credit card or other form of payment you provided (including having your telecommunications carrier bill you) and that you reside in the territory for which you have purchased a license. 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 Slacker Products and 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 Agreement may result in the immediate termination of your right to use the Slacker Products and 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 PRODUCTS AND SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

Restrictions

You agree that with regard to your access of the Slacker Site, you will not:

  • use the Slacker Products or Services to reproduce, copy or distribute copyrighted materials;
  • upload, transmit or otherwise distribute any content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Slacker;
  • upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;
  • prevent or attempt to prevent others from using the Slacker Products and Services or take any action designed to harm, slow down or adversely affect the Slacker Products and Services or the Slacker Site;
  • use the Slacker Products and Services for any fraudulent or inappropriate purpose;
  • post adult-oriented material;
  • use the Slacker Products and Services to facilitate sending “spam” or unsolicited commercial email;
  • copy, store, edit, change, prepare any derivative work of or alter in any way any of the tracks delivered through the Slacker Products and Services or any cover art shown therein;
  • make the Slacker Products and 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 Products and 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 Products and Services in any way that violates the terms of this Agreement or any Wi-Fi terms of service.

Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Slacker reserves the right, but shall have no obligation, to investigate your use of the Slacker Products and Services in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

User Content

By submitting any content, you grant Slacker a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any intellectual property rights that may exist in such content. You also warrant that the holder of any intellectual property rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any subscriber to access, display, view, store and reproduce such content for personal use. Subject to the foregoing, the owner of such content submitted through the Products and Services retains any and all intellectual property rights that may exist in such content.

Slacker takes no responsibility for any content contained within the Slacker Products and Services, nor does Slacker have any obligation to monitor such third party content. Slacker reserves the right at all times to remove or refuse to distribute any content on the Slacker Products and Services, such as content that violates the terms of this Agreement. Slacker also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of Slacker, its users and the public. Slacker will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

Security

The Slacker Products and Services utilize technology to protect transmitted digital information. Your use of the Slacker Products and 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, YOUR ACCESS TO THE SLACKER SITE MAY BE TERMINATED AND YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

Intellectual Property

As between you and Slacker, you acknowledge that Slacker owns or has a license to all title and copyrights and all other worldwide intellectual property rights in and to the Slacker Products and Services, including all content on this site (other than user uploaded content), 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 Products and 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 registered design logo, as well as certain other Slacker trademarks, service marks, graphics, and logos (collectively, the "Slacker Trademarks") used in connection with the Slacker Products and Services. The Slacker Products 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.

Electronic Communications

When you visit the Site, use the Products or Services or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. We will communicate with you through the Products and Services, 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. 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 PRODUCTS AND SERVICES, THE SLACKER PORTABLE RADIO PLAYER OR ANY WI-FI 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 WI-FI SERVICE.

Third Parties

Slacker or its business partners may present advertisements or promotional materials on or through the Site and the Slacker Products and 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 Products and 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.

You may be able to link and/or post content to or from third party websites (e.g., Facebook) and the Site. You are solely responsible for any such content you post, and for any information contained therein. You are also solely responsible for complying with any applicable law, regulation and or rule of any applicable government agency and/or such third party website.

The Slacker Products and Services may contain content supplied by third parties and links to and from Internet sites maintained by third parties. Slacker does not control such content or operate such third-party sites. Third party content (including advertisements) on and links on or to the Slacker Products and Services do not constitute any endorsement by Slacker. Slacker is not responsible for the accuracy or reliability of third party information and you assume sole responsibility for the use of third party information.

You acknowledge that Slacker neither endorses the contents of your communications or the communications of third parties on or relating to the Slacker Products and Services, nor assumes the responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby.

Slacker is not involved in any transaction between you and the merchants linked from the Slacker Products and Services. If you have a dispute with one or more merchants, you agree to release and hereby release Slacker (and Slacker's officers, directors, agents, subsidiaries, affiliates, employees, successors, assigns, content providers and service providers) from claims, demands, actual and consequential damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Applicable Law and Assignment

By visiting the Site or using the Slacker Products and 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 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.

Our Address:
Slacker, Inc.
16935 W. Bernardo Dr. Suite 270
San Diego, CA 92127
858.943-5001

Last revision date: July 18, 2012