This Terms of Service Agreement (this "Agreement") is a legally binding agreement that governs your access and use of our RadioLoyalty™ loyalty program ("Program"), www.RadioLoyalty.com and our other websites any broadcast using the UniversalPlayer™ media player, and/or any application offered by AdMax Media, Inc. or Jetcast, Inc. (collectively "Service Providers") and accessed through third party websites, applications or media players. The Program, our websites, all broadcasts using the UniversalPlayer, and Service Providers' applications offered through third parties shall all collectively be referred to as the "Services."
By accessing or using any of the Services, you agree to all of the terms and conditions of this Agreement as amended by Service Providers from time to time. Some of our Services (e.g., applications, broadcasts, offers, or promotions) have additional terms and conditions ("Additional Terms"). Where Additional Terms apply to specific Services, we will make them available for you to read through your use of the specific Services. By accessing or using the Services, you agree to all of the terms and conditions of the Additional Terms.
From time to time, we may change this Agreement or Additional Terms. If we change this Agreement or Additional Terms, we will inform you by posting the revised Agreement or Additional Terms on www.RadioLoyalty.com or within the Services. Those changes will go into effect on the Revision Date shown in the revised Agreement or Additional Terms. By continuing to access of use our Services, you agree to the revised Agreement or Additional Terms.
1. Use of Service
a) Subject to your acceptance of this Agreement, Service Providers hereby grant to you a non-exclusive, non-transferable, revocable, limited license solely to access and use the Services for your personal (or household) non-commercial use on any machine of which you are the primary user. You agree not to use the Services for any other purpose, or to copy or distribute the content of the Services except as specifically allowed in this Agreement.
b) When you complete the registration process for the Program, an account will be created for you and you will become a registered RadioLoyalty™ user ("User"). You can cancel your account at any time by clicking "Cancel" on any of the Services utilizing the Program.
c) Service Providers reserve the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability to you. Service Providers reserve the right to terminate your access to the Services without notice to you if Service Providers, in their sole discretion, determine you have violated this Agreement.
2. Representations and Warranties:
a) You hereby represent and warrant to Service Providers that: i) you are 18 years old or older; ii) you shall sign-up only once for the Program, and shall only maintain one account with the Program; iii) you are a real person, and that you shall not create, use, or employ computer generated programs, services, scripts or other automated means to qualify, earn, or cause to be awarded any "Points" (as defined and further described in Section 4 below) or other Program or Services benefits; iv) you shall not transfer Points, or attempt to transfer Points by any means; v) you shall provide Service Providers with valid and accurate information that is complete and current, and you shall update such information as soon as it changes in the event that it does; vi) you shall pay any and all expenses associated with connecting to or using the Services including but not limited to ISP charges, wireless carrier charges, data charges, Internet or telephone access shall be your sole expense and responsibility; vii) you shall not resell or attempt to resell the Program or the Services; viii) you shall use the Program and the Services for your personal, noncommercial use only; ix) you shall pay all taxes and fees of any kind arising out of the award, use or redemption of Points in the Program; x) you shall not place advertisements into any framed environment or display ads in any way on the Services, unless approved by Service Providers in advance in writing; and xi) you will take necessary steps to assure the privacy and the security of any passwords or usernames/logins provided to you.
If you violate any of the representations and warranties as determined by Service Providers, in their sole discretion, Service Providers shall be entitled to terminate your access to the Program and the Services and may cancel all Points issued to you.
3. Ownership of Intellectual Property
a) The content available on or through the Services, other than User Content, including all software, text, visual, audio, and other media content ("Content") and Service Providers' trademarks and logos, including RadioLoyalty ("Marks"), are owned by or licensed to Service Providers and are protected under U.S. and international laws.
b) You do not acquire ownership rights by using the Services, downloading material from or uploading material to the Services, or by purchasing any products, including "Virtual Goods" (as defined in Section 4 below).
c) You agree not to copy, redistribute, publish or otherwise exploit material from the Services, except as expressly permitted herein, without the express prior written permission of Service Providers.
d) All comments, feedback, suggestions, ideas and other submissions ("Feedback") transmitted to Service Providers in connection with the use of the Services shall be the exclusive property of Service Providers. You agree that unless otherwise prohibited by law, Service Providers may use, sell, exploit and disclose the Feedback in any manner, without restriction and without compensation to you.
4. Virtual Currency/Points/Virtual Goods
a) The Program allows you to listen to radio over the Internet and earn RadioLoyalty points ("Points") for listening and for performing other specified actions. You can redeem Points for certain goods and services, including prepaid gift cards.
b) The Program may include a virtual, in-Program currency ("Virtual Currency") including but not limited Points, that may be purchased from Service Providers or earned through the Program according to the Program rules. The Program may also include virtual, in-Program digital items ("Virtual Goods") that may be purchased from Service Providers using Points, credit card, debit card or other form of payment acceptable to Service Providers, or by using Virtual Currency. Points can only be redeemed through Service Providers and never through another party. Points have no monetary value and can only be used to trade for items in the Program store at prices established by Service Providers in their sole discretion. Prices, exchange rates and all other variables affecting the Virtual Currency are subject to change by Service Providers in their sole discretion without notice to you. The availability of any item in the Program store is subject to change without notice and no "rainchecks" shall be issued.
c) Other than a limited, personal, revocable, non-transferable, non-sublicenseable license to use the Virtual Goods or Virtual Currency in the Services or Program, you have no right or title in or to any such Virtual Goods or Virtual Currency appearing or originating in the Services or the Program, or any other attributes associated with use of the Services or Program or stored within the Services or Program.
c) Service Providers have the absolute right to manage, regulate, control, modify, and/or eliminate such Virtual Currency and/or Virtual Goods as it sees fit in its sole discretion, and Service Providers shall have no liability to you or anyone else for the exercise of such rights.
d) Transfers of Virtual Currencies and Virtual Goods are strictly prohibited except where explicitly authorized within the Services or Program. Outside of the Program, you may not buy or sell or give away or pledge or hypothecate or in any other way transfer or attempt to transfer Virtual Goods or Virtual Currency. Any attempt to do so is a material breach of this Agreement and may result in a lifetime ban from the Program and Services and legal action.
e) You agree that all sales of Virtual Goods and Virtual Currencies are final. No refunds will be given, except in Service Providers' sole and absolute discretion. All Virtual Goods and Virtual Currencies shall be forfeited with no liability to you if your account is terminated, expires, or is suspended for any reason, or if Service Providers discontinue the Program or Services.
f) Unless they expire or are terminated earlier, all Points shall expire one year from the date of issuance of such Points. Points redeemed in the Program store shall be applied on a first earned basis with the oldest Points being debited from your Account first.
5. User Content
a) The Program or Services may allow you to chat or participate in blogs, message boards, online forums and other means of communication or authorship and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Service Providers or its affiliates on or through the Program or Services including, without limitation, text, writings, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively "User Content"). All User Content will be treated as non-confidential and non-proprietary.
b) You hereby grant to Service Providers the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, fully paid and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, resell, sublicense, display, perform, transmit, publish, broadcast, modify, make derivative works from, edit, reformat, translate, archive, store, cache, or otherwise exploit in any manner whatsoever, all or any portion of your User Content to which you have contributed, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula, network or medium now known or hereafter known; and with any technology or devices now known or hereafter developed and to advertise, market and promote the same.
c) You agree that your User Content is wholly original to you and you exclusively own the rights to your User Content, including the right to grant all of the rights and licenses in this Agreement without Service Providers incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you.
d) You agree that Service Providers have no obligation to monitor or enforce any intellectual property rights that may be associated with your User Content.
e) You acknowledge that Service Providers have no obligation to accept, display, review, monitor or maintain any User Content. You agree that Service Providers have the right to delete User Content from the Services without notice in Service Providers' sole discretion at any time.
f) You acknowledge that you are not relying on Service Providers to monitor or edit the Services and you are aware that the Services may contain content which you find offensive and you hereby waive any objections you might have to such content.
6. Copyright and Intellectual Property Policy
a) We respect the intellectual property rights of others and expect you to do the same. Please read our Copyright and Intellectual Property Policy to learn how to report copyright and other intellectual property infringement on the Services.
7. Usage Rules
a) You agree that your use of and conduct on the Services shall be lawful and your User Content will not: i) include any offensive comment about race, national origin, gender, sexual preference or physical handicap; ii) include profanity or any obscene, indecent, pornographic, sexual or otherwise objectionable content or language; iii) defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone; iv) promote violence or describe how to perform a violent act; v) violate the contractual, personal, intellectual property or other rights of any party, or promote or constitute illegal activity; or, vi) be in violation of this Agreement or the other rules detailed in the Services.
d) For United States Government procurements, the software associated with the Services is deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 "Commercial Computer Software—Restricted Rights" and DFARS 227.7202, "Rights in Commercial Computer Software or Commercial Computer Software Documentation", as applicable, and any successor regulations. Any use, modification, reproduction, performance, display, or disclosure of such software by the U.S. Government shall be solely in accordance with the terms of this Agreement.
e) You acknowledge that the software associated with the Services and related technical data and services (collectively "Controlled Technology") is subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. You agree to comply with all relevant laws and will not export any Controlled Technology in contravention to U.S. law nor to any prohibited country, entity, or person for which an export license or other governmental approval is required.
8. Privacy and Protection of Personal Information
9. Account Responsibility
a) The Program is only available to persons who are registered members. In creating your account with the Program ("Account"), you agree to: i) provide true, accurate, current and complete information about yourself ( "Registration Data"); and ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
b) Users that listen or watch more than one broadcast may not access the Services from multiple Accounts. If you provide any information that is untrue, inaccurate, not current or incomplete, or Service Providers have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Service Providers have the right to suspend or terminate your ability to participate in the Services and refuse any and all current or future use of the Services (or any portion thereof).
10. Program Termination
a) Service Providers reserve the right at its sole discretion to terminate the Program at any time, for any reason, with or without notice. In the event that a User has no activity for a period of six (6) consecutive months, then Service Providers reserve the right to close your account and any Points accumulated by you may expire. If you violate this Agreement, your permission to use the Services automatically terminates. All limitations of liability and other provisions of this Agreement shall survive any such termination.
11. Disputes with Others
a) We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users of the Services. If you have a dispute with other Users, you hereby release Service Providers and hereby agree to indemnify Service Providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
12. Disclaimers; Limitations; Waivers of Liability
a) YOU USE THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDERS AND EACH OF THEIR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS "AFFILIATES") DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).
b) IN PARTICULAR, SERVICE PROVIDERS AND THEIR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SAFETY, OR APPROPRIATENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY USER CONTENT), OR THE CONTENT OF ANY WEBSITES OR RESOURCES LINKED TO THE SERVICES. SERVICE PROVIDERS AND THEIR AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES.
c) SERVICE PROVIDERS AND THEIR AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SERVICES OR ANY LINKED WEBSITE.
d) YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SERVICE PROVIDERS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.
e) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SERVICE PROVIDERS NOR THEIR AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SERVICES.
f) Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Service Providers may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Service Provider's liability will be the minimum permitted under such law.
a) You agree to indemnify, defend, and hold harmless Service Providers and their Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys' fees and legal costs), arising from or relating to: (a) any information (including your User Content, Feedback, or any other content) that you or anyone using your account submit, post, or transmit through the Services; (b) the use of the Services by you or anyone using your account; (c) the violation of this Agreement by you or anyone using your account; or (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your account. Service Providers reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If Service Providers do assume the defense of such a matter, you will reasonably cooperate with Service Providers in such defense.
a) Under no circumstances will Service Providers be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond their reasonable control.
b) This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions.
c) You agree that any action of whatever nature arising from or relating to this Agreement or the Services will be filed only in the state or federal courts located in Santa Barbara, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
d) If any provision of this Agreement is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity or enforceability of any remaining provisions.
f) The failure of Service Providers to enforce any right or provision of this Agreement will not prevent Service Providers from enforcing such right or provision in the future.
g) Service Providers may assign their rights and obligations under this Agreement with or without notice to you, including in connection with a merger, acquisition, a sale of assets or by operation of law.