1. License Grants and Restrictions.
Use of AMP Service and AMP Materials. Subject to the terms and conditions of this Agreement, Pandora hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the AMP Service and the AMP Materials, and otherwise view and use the AMP Service to the extent permitted by its intended functionality, for your own individual personal or commercial purposes, but not for the sublicense to or use by third parties. Any other use not authorized herein, or by Pandora in writing, is strictly prohibited and a violation of this Agreement. Pandora may revoke and/or terminate the foregoing license with respect to any aspect of the AMP Service at any time, for any or no reason.
Restrictions. Except as otherwise specifically permitted in this Agreement, you shall not: (a) modify, download, or create any derivative works of the AMP Service or AMP Materials, including any translations or localizations thereof; (b) license, sell, rent, lease, encumber, transfer, assign, distribute, disclose, post, make available, permit time sharing or simultaneous use of, or otherwise exploit the AMP Service or AMP Materials to or for the benefit of any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, underlying ideas, or structure or organization of the Pandora Service or the AMP Service; (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels on the AMP Service, or AMP Materials; (e) publish or provide any results of any AMP Materials, in whole or in part, aggregated or otherwise, to a third party without Pandora's prior written consent; (f) provide your username and password used to access the AMP Service to any third party; (g) use any automated systems or means to access, acquire, copy, scrape, harvest, or monitor any part of the AMP Service or AMP Materials; or (h) use any other technologies or initiate any other activities that may harm the AMP Service, or the interests or property of Pandora or other AMP Service users.
2. License to artist materials.
In connection with your use of the AMP Service, you may provide us with data, information, and other materials, including but not limited to photographs, audio recordings, audiovisual recordings, and other similar content (collectively, "Artist Materials"). By providing us with the Artist Materials, you hereby grant Pandora a non-exclusive, transferable, sublicensable, perpetual, irrevocable, fully paid up, royalty-free, worldwide license and right (but not obligation) to use, display, publicly perform, distribute, publish, create derivative works thereof, and otherwise exploit the Artist Materials on or in connection with the AMP Service and Pandora Service. Our exploitation of the Artist Materials will be for the purposes of endorsing and/or promoting you, and/or marketing and promoting content applicable to you on the AMP Service and the Pandora Service, in addition to the marketing and promotion of the AMP Service and Pandora Service generally. You further grant Pandora a non-exclusive, transferrable, sublicensable, perpetual, irrevocable, fully paid up, royalty-free, worldwide license and right to use your name, image, likeness, photograph, personality, and voice in connection with our exploitation of the Artist Materials. You hereby irrevocably waive any and all rights to seek or obtain any injunctive or other equitable or compensatory relief against Pandora for its use or exploitation of the Artist Materials, as well as any claims under "moral rights" or similar theories. You agree that you will not, nor will any third party, receive any compensation for Pandora's exploitation of the Artist Materials. Other than as provided in this Agreement, you will retain ownership of all rights in your Artist Materials.
3. Compliance with Community Policy.
While using the AMP Service, you agree that you will comply with our Community and Content Policy. We may suspend or stop providing you with access to the AMP Service if you do not comply with our Community and Content Policy.
4. AMP Service Product Support; Feature Availability.
Pandora is under no obligation to provide technical support under the terms of this Agreement, and provides no assurance that any specific errors or discrepancies in the AMP Service or AMP Materials will be corrected. Pandora may make available and cease making available any features of the AMP Service or any portion of the AMP Materials at any time without notice, liability, or obligation with respect to such features or materials.
5. Term and Termination.
Subject to the terms of this section, this Agreement will remain in effect for as long as you use the AMP Service, and/or AMP Materials. You may terminate this Agreement at any time and for any reason by providing notice to Pandora's Artist Support team. We may terminate this Agreement and your access to the AMP Service and AMP Materials at any time and for any reason by providing notice to the email address you provided us. Upon any termination of this Agreement, the rights and licenses granted to you hereunder, including your ability to access and use the AMP Service, will immediately terminate, and you shall immediately cease using any AMP Materials and all other similar content in your possession or control that are proprietary to Pandora or contain Pandora confidential information received under this Agreement. You agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to the termination of this Agreement. The following sections of this Agreement will survive any termination of this Agreement: sections 2, 3, and 6-17.
6. Intellectual Property
We respect the intellectual property rights of others. If you believe any content available through the Pandora Service infringes your rights, you must submit a complaint as more fully described in our Intellectual Property Policy.
As between you and Pandora, all right, title, and interest in and to the AMP Service and AMP Materials remain with Pandora. The AMP Service and AMP Materials are copyrighted and are protected by United States copyright laws, trademark laws, and international treaty provisions. You will not remove any copyright or trademark notices from the AMP Service or AMP Materials. You agree to prevent any unauthorized copying of the AMP Service or AMP Materials. Except as expressly provided herein, Pandora does not grant any express or implied right to you under any Pandora-owned or licensed patents, copyrights, trademarks, or trade secret information.
7. AMP Materials Discrepancies.
To the extent there is a discrepancy in the data provided to you through the AMP Service and data or other metrics reported to you by any performing rights organizations, record labels, publishers, management, or any other similar organization or entity, it is your responsibility to reconcile any discrepancy with the respective entity. Pandora assumes no responsibility or liability for any discrepancies, errors, or inaccuracies in the AMP Service.
8. Representations and Warranties.
You hereby represent and warrant to Pandora that: (a) you have all the necessary rights, and the full power and authority to enter into this Agreement and make all grants of rights and waivers hereunder; (b) your use of the AMP Service or AMP Materials does not violate the rights of any third party, and does not breach any other agreement or covenant to which you are a party or are bound; (c) Pandora's use of the Artist Materials as contemplated herein does not require Pandora to secure any licenses or clearances from any third parties; (d) you have all necessary rights, licenses, and authority to grant the rights and waivers granted herein to Pandora with respect to the Artist Materials; and (e) you agree to comply with all applicable laws, rules, and regulations, and the terms of this Agreement.
9. Warranty Disclaimer; Limitation of Liability.
SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT APPLICABLE LOCAL LAW SPECIFICALLY AND EXPRESSLY PROHIBITS SUCH EXCLUSIONS, THOSE SUCH EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
THE AMP SERVICE (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND AMP MATERIALS ARE LICENSED AND PROVIDED "AS IS" AND "AS AVAILABLE". ANY USE OF THE AMP SERVICE WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANDORA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PANDORA MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE AMP SERVICE WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND PANDORA DISCLAIMS ANY LIABILITY RELATING THERETO. PANDORA MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT THE USE OF OR THE RESULTS OF THE USE OF THE AMP SERVICE OR AMP MATERIALS WILL MEET YOUR REQUIREMENTS, BE ACCURATE, RELIABLE, CURRENT, OR THAT OPERATION OF THE AMP SERVICE OR AMP MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. PANDORA EXPRESSLY DISCLAIMS ANY ACCURACY OF OR RESPONSIBILITY FOR THE AMP MATERIALS, PARTICULARLY IN RELATION TO ANY DATA REPORTED TO YOU BY ANY PERFORMING RIGHTS ORGANIZATIONS, RECORD LABELS, PUBLISHERS, MANAGEMENT, OR ANY OTHER SIMILAR ORGANIZATION OR ENTITY.
SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT APPLICABLE LOCAL LAW SPECIFICALLY AND EXPRESSLY PROHIBITS SUCH EXCLUSIONS OR LIMITATIONS, THOSE SUCH EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
PANDORA'S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR USE OF THE AMP SERVICE AND AMP MATERIALS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL PANDORA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF PANDORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS SECTION 9 WILL BE DEEMED SUPPLEMENTARY TO, AND NOT A REPLACEMENT OF, THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS CONTAINED IN THE PANDORA TERMS.
In addition to your obligations in the Pandora Terms, you agree to defend and indemnify us from and against all third party claims and all liabilities, assessments, losses, costs, or damages resulting from or arising out of (a) your alleged or actual breach of this Agreement, including your express representations and warranties; (b) your use of the AMP Service or any AMP Materials; and (c) your alleged or actual infringement or violation of the rights of a third party, including without limitation any intellectual property rights and rights of privacy as it relates to the Artist Materials you provide hereunder.
11. Changes in Terms.
We may modify this Agreement from time to time. If we make material changes to the Agreement, we will notify you by email or through a message posted on the AMP Service. You agree that such modified Agreement will be effective thirty (30) days after our notice to you, and your continued use of the AMP Service thereafter will constitute your acceptance to the modified Agreement.
We may post notices within the AMP Service. We may also send you notices about products and services to the email address you provided us. You are deemed to have received such notices at the latest within two (2) business days from us posting or sending those. Your continued use of the AMP Service following the provision of our notice constitutes your receipt of all notices regardless of delivery method. Except as otherwise provided for herein, any notices required to be delivered to Pandora under this Agreement may be delivered via first class registered U.S. mail, overnight courier, or personal service to Pandora Media, LLC., Attn: Pandora Artist Relations Team, 2101 Webster St, 16th Floor, Oakland, CA 94612, with a copy that will not constitute notice to Pandora Media, LLC., Attn: Pandora Legal Department, 2101 Webster St, 16th Floor, Oakland, CA 94612.
We may assign this Agreement or delegate any of our rights or obligations hereunder, or any part thereof, to any third party, including our successor in interest, without requiring your written consent. You may not assign this Agreement in whole or in part, whether by way of "change of control" or otherwise. This Agreement shall be binding upon and shall inure to the benefit of the parties and their heirs, executors, administrators, successors, and assigns.
14. third party beneficiaries
Nothing in this Agreement, either express or implied, is intended to or shall be deemed to confer upon any other person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
15. Governing Law and Choice of Forum.
This Agreement, including all claims relating to or arising hereof or breach thereof, whether sounding in contract, tort, or otherwise, will be governed and construed in accordance with the laws of the state of California, excluding its choice-of-law principles.
Any dispute relating to this Agreement, AMP Service, or AMP Materials shall be submitted to binding arbitration in Santa Clara County, California, within twelve (12) months of the date the facts giving rise to the suit were known, or should have been known, by the complainant, or forever be barred, except that Pandora may seek injunctive or other relief if you have violated or threatened to violate any intellectual property rights. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) will govern all matters relating to arbitration. A single arbitrator under the then-prevailing rules of the American Arbitration Association will conduct arbitration. Each party must submit any claim that would constitute a compulsory counterclaim in litigation or such claim will forever be barred. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. The arbitrator will not have the power to conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. You hereby irrevocably waive any right you may have to a court trial (other than small claims court), or to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration or other proceeding against Pandora or related third parties arising out of, relating to, or connected with this Agreement. No award of indirect, exemplary, special, consequential, or punitive damages will be permitted. The arbitrator's award will be binding and may be entered as a judgment and enforceable in any court of competent jurisdiction.
In the event any provisions of this Agreement are found to be contrary to any law or regulation of an administrative or governmental agency or body, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. In the event such a provision cannot be modified and becomes invalidated or unenforceable, its invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement.
17. Entire Agreement.
This Agreement constitutes the complete and exclusive agreement between you and Pandora with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.
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