Effective as of September 1, 2015
1. Ability to Use the Services.
3. Compliance with Policies.
4. Additional Terms and Conditions.
5. Changes in Terms.
6. Your License to Use the Services.
Subject to the terms and conditions of this Agreement and your payment of any required fees (if applicable), Pandora hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Services in an Authorized Jurisdiction, and otherwise view and use the Services to the extent permitted by its intended functionality, for your own individual personal, non-commercial purposes and not for the sublicense to or use by third parties. You may only access and/or use the Services through the certified applications or intended methods that Pandora or our licensed partners make available to you. Any access or use of our Services through an application, service, or method provided by a party other than Pandora or one of our licensed partners is strictly prohibited, outside the scope of the license granted herein, and may subject your account to termination and other legal action. 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 Services at any time, for any or no reason.
Restrictions. Except as otherwise specifically permitted in this Agreement, you shall not: (a) modify, download, intercept, or create any derivative works of the Services, including any translations or localizations thereof; (b) access or use the Services through an application or means not authorized by Pandora; (c) copy, store, edit, change, exploit, download, prepare any derivative work of, or alter in any way any of the content made available through the Services; (d) license, sell, rent, lease, encumber, transfer, assign, distribute, disclose, post, make available, permit time sharing or simultaneous use of, or otherwise exploit the Services to or for the benefit of any third party; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, underlying ideas, or structure or organization of the Services; (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels on the Services; (g) publish or provide any results of any Services, in whole or in part, aggregated or otherwise, to a third party without Pandora's prior written consent; (h) provide your username and password used to access the Services to any third party; (i) use any systems or means, automated or otherwise, to access, acquire, copy, scrape, harvest, or monitor any part of the Services; (j) circumvent any technological measures employed by or on behalf of Pandora to protect the Services; (k) use any other technologies or initiate any other activities that may harm the Services, or the interests or property of Pandora or other users of the Services; or (i) aid or encourage any third party to engage in any activity that would constitute a breach of this Agreement.
7. Authorized Jurisdictions.
8. Communication Preferences and Consent.
From time to time we may send you communications to the email address associated with your account. These communications may include, but are not limited to, tips and station recommendations, special offers, and other account-related or transactional messages. Also, when you create a station, you may receive communications from or related to artist(s) associated with that station by or on behalf of Pandora.
Additionally, our mobile and tablet applications may, in some circumstances, offer the ability for you to receive push notifications in connection with those applications. If you would like to modify your ability to receive push notifications from our applications, you can control those settings within the settings or preferences apps of each respective device. By accepting this Agreement and using the Services, you expressly consent to the receipt of all such communications from or on behalf of Pandora. You may modify your communication preferences at any time within the Settings section of our website or applications. You may not opt-out of receiving account-related or transactional communications.
9. Pandora for Business.
Use of the Services in a business establishment requires a special license to a separate service that is provided by our partner Mood Media ("Pandora for Business"). You may only use the Services in an Authorized Jurisdiction for business use if you have met all of the following conditions:
(b) You must maintain an active account with both Pandora and DMX; and
(c) You must be current on all required payments. Pandora for Business is a paid service.
Your right to use the Pandora for Business service may be terminated by either DMX or Pandora if you fail to comply with any applicable DMX Terms or this Agreement. In the event of a conflict between this Agreement and the DMX Terms, the DMX Terms will control solely with respect to the use of the Services in a business environment.
10. Explicit Content.
THE SERVICES PROVIDE MANY FORMS OF ENTERTAINMENT CONTENT, SOME OF WHICH YOU MAY CONSIDER INAPPROPRIATE FOR THOSE UNDER THE AGE OF 18. THIS ENTERTAINMENT CONTENT MAY CONTAIN LYRICS, SPEECH, VISUAL IMAGES, OR OTHER MEDIA THAT INCLUDES STRONG LANGUAGE, OR DEPICTIONS OF VIOLENCE, SEX, OR SUBSTANCE ABUSE ("EXPLICIT CONTENT"). PARENTAL DISCRETION IS ADVISED FOR ALL USERS OF THE SERVICES UNDER THE AGE OF 18.
11. Content Selection and Functionality of the Service.
12. Listening Activity & Behavior.
13. Advertising Content.
14. Product Support; Feature Availability; Fraud & Abuse.
Pandora is not obligated to provide technical support under the terms of this Agreement, and provides no assurance that any specific errors or discrepancies in the Services will be corrected. Pandora may alter the availability of any feature of the Services, or impose new limitations on your use of the Services, at any time with or without notice, liability, or obligation with respect to such feature or limitation. In certain circumstances, such as in the case of a security problem, we may require you to install an update in order to continue using the Services. In order to provide the best quality Services to all of our users, we monitor the Services to detect and prevent fraud and abuse. We may, in our sole discretion, terminate your account and your access to the Services should we determine it is associated with fraudulent or abusive activities as it relates to the Services. Further, we reserve the right to pursue legal action in connection with fraudulent or abusive activities.
15. Payment, Fees, and Other Charges.
If you elect to access any paid component of the Services, such as becoming a subscriber, you agree to pay all fees and charges associated with that paid component on a timely basis. Unless otherwise stated, all fees and charges are due and payable in advance, are non-refundable, and are exclusive of any applicable federal, state, or local taxes. All such fees and charges (including any taxes and late fees, as applicable) will be charged to the payment method you provided when you elected to access that paid component of the Services. You agree to maintain a valid payment method during the term of your use of such Services.
16. Intellectual Property.
As between you and Pandora, you acknowledge that Pandora retains all rights, title, and interest in and to all copyrights, trademarks, trade secrets, patents, and any other proprietary rights in the Services, the software and application programming interfaces (APIs) comprising the Services, and all content therein. Pandora, its logo, P, Music Genome Project, Comedy Genome Project, and the "Lights" design, as well as certain other Pandora trademarks, service marks, graphics, and logos, are the registered trademarks or trademarks of Pandora. The Services may also contain third-party trademarks, service marks, graphics, and logos. The Services are owned and/or licensed by Pandora and are protected by the laws of the United States and other countries in which the Services are made available. You agree to prevent any unauthorized copying, use, or distribution of the Services. Except as expressly provided herein, Pandora does not grant any express or implied right to you under any Pandora-owned or licensed copyrights, trademarks, trade secrets, patents, or other proprietary rights.
17. Submissions & Feedback; Your Content.
Pandora is fortunate to have a vibrant and active user community that shares our passion for innovation, and our drive to constantly improve our Services. While our employees continually strive to develop and evaluate our own ideas, we pride ourselves on paying close attention to the feedback, comments, and suggestions we receive from our listeners. By submitting any ideas, feedback and/or proposals to Pandora regarding the Services ("Feedback"), you expressly acknowledge and agree that: (a) Pandora is not under any obligation to you, including any obligation of payment of compensation or confidentiality, with respect to the Feedback; and (b) Pandora may freely use, assign, transfer, distribute, exploit, and further develop and modify the Feedback for any purpose. To the extent any copyright or other intellectual property ownership interest vests in you with respect to the Feedback, you hereby grant Pandora a worldwide, non-exclusive, royalty-free, fully paid up, irrevocable, sublicensable, and perpetual right and license to make, use, copy, sell, distribute, otherwise exploit, and create derivative works of the Feedback. Further, you irrevocably release Pandora from any and all liability and claims that may result from or are related to the rights to the Feedback.
Except as separately licensed or as authorized under an applicable statutory licensing scheme, if you elect to upload or provide written, photographic, or other audiovisual content to Pandora in connection with your use of the Services or participation in a Pandora-sponsored campaign ("Your Content"), you hereby grant Pandora a non-exclusive, transferrable, sublicensable, perpetual, irrevocable, fully paid up, royalty-free, worldwide right and license (but not the obligation) to use, archive, stream, copy, distribute, publicly perform, create derivative works of, transmit, and otherwise exploit, in whole or in part, Your Content, in any manner or medium now known or hereafter devised. This exploitation may include, without limitation, use of Your Content to endorse Pandora or third-party products and services. Additionally, you further grant Pandora a non-exclusive, transferrable, sublicensable, perpetual, irrevocable, fully paid up, royalty-free, worldwide right and license to exploit your name, likeness, personality, voice, and any other materials or information you provide to Pandora in connection with Your Content.
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 Your Content as licensed herein, as well as any claims under "moral rights" or similar theories. You agree that Pandora enabling you to provide us with Your Content is adequate and sufficient consideration for our use of Your Content, you will not receive any additional consideration or compensation for Pandora's exploitation of Your Content, and Pandora has no obligation to use any of Your Content.
Other than as provided in this Agreement, you will retain ownership of all rights in Your Content.
18. Export Control and Legal Compliance.
19. Disclaimers; Limitations 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 SERVICES (INCLUDING ANY SOFTWARE AND CONTENT CONTAINED THEREIN) ARE LICENSED AND PROVIDED "AS IS" AND "AS AVAILABLE". ANY USE OF THE SERVICES 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 SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, OR WILL NOT CONTAIN CONTENT YOU DEEM OFFENSIVE, INDECENT, OR OTHERWISE OBJECTIONABLE, 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 SERVICES WILL MEET YOUR REQUIREMENTS, BE ACCURATE, RELIABLE, CURRENT, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
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.
21. Term and Termination.
24. Third Party Beneficiaries.
25. Governing Law and Disputes.
(a) Governing Law. 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 Delaware, excluding its choice-of-law principles.
(b) Applicability of Section. The terms of this section 25 will apply to all disputes that may arise out of, are connected with, or relate to this Agreement or the Services, subject only to the following exceptions: (1) if Pandora reasonably believes that you have in any manner acted or failed to act in any manner that may cause harm to us or any third party, we may seek injunctive or other appropriate relief in any court of competent jurisdiction; or (2) any dispute may, at the option of the claiming party, be resolved in small claims court in Santa Clara County, California, provided that all claims by all parties in the dispute (i) fall within the jurisdiction of the small claims court, and (ii) were unsuccessfully resolved through the Informal Resolution procedure required in section 25(c) below. Furthermore, in no event will the terms of this section limit Pandora's ability to investigate complaints or reported violations of this Agreement, or to take any action we deem necessary and appropriate to mitigate actions against us, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties such as music rightsholders.
(c) Informal Resolution. If you have any dispute with us or any related third party, arising out of, relating to, or connected with this Agreement or the Services, you agree to contact us directly and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account); and give us thirty (30) days from the date of filing your written description with us within which to resolve the dispute to your reasonable satisfaction. If Pandora does not resolve the dispute through good faith negotiations under this informal process, you may pursue the dispute in accordance with the arbitration agreement below.
(d) Arbitration Agreement. Any claims by Pandora, or claims by you that are not resolved by the Informal Resolution procedure described in section 25(c) above, arising out of, relating to, or connected with this Agreement must be asserted individually in binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (including utilizing desk, phone, or video conference proceedings where appropriate and permitted to mitigate costs of travel). This Agreement and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act (9 U.S.C. § 1 et seq.) will apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In addition to and notwithstanding the terms stated above, the following will apply to your disputes: (1) 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; (2) 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; and (3) you hereby irrevocably waive any right you may have to a court trial (other than small claims court as provided above) 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 us or related third parties arising out of, relating to, or connected with this Agreement.
The arbitration proceeding and the results thereof will be kept confidential by each party and not used for any purpose other than a party exercising its rights and fulfilling its obligations with respect to the other party; provided, however that either party may disclose the existence and results of the proceeding: (1) as required by law, rule, or regulation; (2) to its accountants, attorneys, and other fiduciaries; and (3) to an arbitrator or third party who has exercised its rights under this section 25 for use as persuasive authority in other proceedings brought pursuant to this section 25.
26. Pandora Entity.
The following list details the Pandora Entity you have entered into this Agreement with based on the country of your residence:
- Your country of residence Pandora Entity
- Australia and its territories Pandora Hong Kong Limited
- New Zealand and its territories Pandora Hong Kong Limited
- United States, its territories, and all other countries Pandora Media, Inc.