Performer Service Terms and Conditions

1. ACCEPTANCE OF TERMS

J. River, Inc. ("J. River") provides its music and video service, Performer, to you subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. In addition, when using Performer Digital or other J. River owned or operated services, you and J. River shall be subject to the License Agreement you agreed to when registering for the Service (as defined below) and any posted guidelines, or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE

Performer Digital contains both the Subscription Service and the Permanent Download Service (both are sometimes collectively referred to as the "Service").

The Subscription Service

a. Description. The Subscription Service is the digital music service offered to you for a monthly fee which, when paid, will enable you to engage in unlimited on-demand streaming (either by listening to any of the full songs or 30-second samples from the available catalog as many times as you choose for personal non-commercial use ("On-Demand Streams")). The Subscription Service also enables unlimited conditional downloading (downloading of Content to your hard drive) which may be accessed by you for personal non-commercial use for the duration of your subscription, meaning, as long as you keep paying the monthly subscription fee, you will have the ability to continue to download such Content to your hard drive and be able to listen to your library of conditional downloads as many times as you choose ("Conditional Downloads"). Finally, the Subscription Service allows access to certain radio stations. Access to On-Demand Streams, Conditional Downloads and radio is subject to a monthly renewal of your rights (as provided in subsection (b) below).

b. Usage Rules for the Subscription Service. You may copy each Conditional Download to up to two additional personal computers or to two compatible devices that you own (i.e. a total of 3 copies) provided such devices adhere to the Usage Rules and security requirements, as may be established by J. River and/or its licensors from time-to-time. If you wish to transfer Conditional Downloads to portable devices, additional fees may be assessed as provided on the Site and subject to change without notice from time-to-time. If you wish to burn Conditional Downloads to CDs you will need to pay for them as Permanent Downloads (per the terms described below). You may not record or redistribute On-Demand Streams. Subject to the next sentence, J. River will renew your rights to all of your Conditional Downloads so long as your subscription remains current (i.e., as long as you keep paying the monthly subscription fee). This means that in order to play any Conditional Download, you must log on to the Service at least once every month so that J. River can renew your rights for that Content.

c. Subscription Service Fees. By completing the Subscription Service registration, you authorize J. River to charge you the recurring subscription fee to your designated credit card. Payment for the Subscription Service occurs on a pre-pay basis. Monthly subscribers are billed on a 30-day cycle, which begins upon Subscription Service registration (or at the end of a limited free trial period, if applicable to a promotion that you joined through). The original credit card you used for subscription will be automatically charged each month on the anniversary date of your initial registration. All subscription fees are subject to change on a prospective basis upon notice from J. River. If you do not accept the new fees, you should terminate your subscription immediately. You may be required to provide a credit card number to register for a free trial offer to the Subscription Service. In that event, you agree that J. River may obtain a pre-authorization for the fee amount that you will be charged if you complete the free trial and continue with your subscription to the Service. It is possible that some financial institutions may perceive these requested amounts as actual pending charges. These are not actual charges however, and J. River will not be responsible for any results, such as an overdraft fee, that may occur to your account because of them. You will have the ability to cancel your Subscription Service at any time. Any such cancellation will result in the termination of your ability to access the Subscription Service at the end of the then-current free trial period or term for which you have paid, as applicable. If you cancel your Subscription Service before the end of the period for which you paid, you will not receive a refund.

d. Termination of the Subscription Service. If (a) your credit card is invalid for any reason, (b) you charge back to your credit card the fees due under these TOS, (c) it appears you have engaged in cheating or manipulation of the Subscription Service, (d) J. River otherwise believes you have acted inconsistently with the spirit or letter of these TOS, or (e) the license agreement between you and J. River with respect to the Software (defined in Section 16, below) required for your use of the Service is terminated for any reason, then, your Subscription Service account will be suspended or cancelled immediately and all the information contained within it will immediately become inaccessible. J. River may, but has no duty to, immediately terminate the Subscription Service if J. River in its sole discretion concludes that you have provided false information in connection with your registration. J. River accepts no liability for information that is deleted or otherwise impacted due to termination. If your Subscription Service account is cancelled pursuant to this provision, you will not receive a refund. Furthermore, if you cancel your Subscription Service for any reason, J. River will not refund your subscription fee, but you will continue to have the rights to the Content for the period through which you have paid.

Permanent Download of Content

a. Description. The Permanent Download Service is the Service which provides Content (as defined below in Section 6) which is capable of being downloaded to and stored on the hard drive of your computer and then transferred, burned or copied, solely for personal, noncommercial use subject to the terms and conditions below ("Permanent Downloads").

b. Usage Rules for Permanent Downloads. You may burn each playlist of Permanent Downloads to a CD up to seven times as part of any particular playlist of songs. A "playlist" is a discrete group of Permanent Downloads that are arranged together in a particular order. You may burn a single Permanent Download to a CD or a device an unlimited number of times. Once you have burned a Permanent Download to a CD, you agree not to copy, distribute, or transfer the track from that CD to any other media or device. You may copy each Permanent Download to up to five personal computers. You may transfer a Permanent Download an unlimited number of times to compatible portable devices that adhere to the Usage Rules and security requirements. Once you have transferred a Permanent Download to a compatible portable device, you agree not to copy, distribute, or transfer it from that device to any other media or device.

c. Permanent Download Fees. Permanent Downloads may be purchased individually, collectively as albums, or, in some cases, only in the form of an album. However, each purchase of a Permanent Download shall be deemed a final, nonrefundable sale. You do not need to be a subscriber to the Subscription Service in order to buy Permanent Downloads. The charges for Permanent Downloads are indicated on the Site with respect to each Permanent Download, whether sold individually or as part of an album. All payments for Permanent Downloads (including any applicable taxes) must be made by credit card. Prices for Permanent Downloads are subject to change without notice.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or J. River has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, J. River has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). J. River is concerned about the safety and privacy of all its users, particularly children. For this reason, The Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand and agree to these terms and conditions. Please remember that the Service is designed to appeal to a broad audience. Accordingly it is the legal guardian's or parent's responsibility to determine whether any of the Service areas or content are appropriate for your child.

4. J. River PRIVACY POLICY

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full Privacy Policy. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by J. River and its affiliates.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify J. River of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. J. River cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

6. MEMBER CONDUCT

You understand that all information, data, text, Software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. You understand that this includes your Content, if applicable. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content. Under no circumstances will J. River be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b. harm minors in any way;

c. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

h. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

i. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

j. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

k. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

l. "stalk" or otherwise harass another;

m. change or manipulate any Permanent Downloads, Conditional Downloads or On Demand Streams, or any artwork or data associated therewith, other than as expressly permitted by these TOS; and/or

n. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above. You acknowledge, consent and agree that J. River or its designees may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of J. River, its users and the public. You understand that the technical processing and transmission of the Service, including Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and Software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by J. River and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

7. INTERSTATE NATURE OF COMMUNICATIONS ON J. River NETWORK

When you register with J. River, you acknowledge that in using J. River services to send electronic communications (including registration, payment, search queries, and other Internet activities), you will be causing communications to be sent through J. River's computer networks, which are located in various locations in the United States, including the State of Washington. As a result, and also as a result of J. River's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these TOS, you acknowledge that use of the Service results in interstate data transmissions.

8. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

9. INDEMNITY

You agree to indemnify and hold J. River and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

10. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your J. River ID), use of the Service, or access to the Service.

11. GENERAL PRACTICES REGARDING STORAGE OF CONTENT

You agree that J. River has no responsibility or liability for the deletion or failure to store any communications or other Content maintained or transmitted by the Service.

12. MODIFICATIONS TO SERVICE

J. River reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that J. River shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. TERMINATION

You agree that J. River may, under certain circumstances and without prior notice, immediately terminate your J. River account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Service. Termination of your J. River account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in J. River's sole discretion and that J. River shall not be liable to you or any third party for any termination of your account or access to the Service.

14. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that J. River shall not be 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 advertisers on the Service.

15. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because J. River has no control over such sites and resources, you acknowledge and agree that J. River is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that J. River shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

16. J. River's PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by J. River, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Your use of the Software is also subject to the Software's applicable software licenses that you agree to before use of that Software.

17. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. J. River AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. J. River AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM J. River OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

18. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT J. River AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF J. River HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

19. EXCLUSIONS AND LIMITATIONS

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 OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

20. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

21. NOTICE

J. River may provide you with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service.

22. TRADEMARK INFORMATION

The name and trademark J. River, J. River logo, PERFORMANCE BY J. River and other trademarks and service marks and J. River logos and product and service names are trademarks of J. River and its affiliates (the "J. River Marks"). Without J. River's prior permission, you agree not to display or use in any manner the J. River Marks.

23. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

J. River respects the intellectual property of others, and we ask our users to do the same. J. River may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide J. River the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

3. a description of where the material that you claim is infringing is located on the Service;

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your notice to J. River is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

J. River's address for notice of claims of copyright or other intellectual property infringement is as follows:

By mail:
Law & Business Affairs
J. River, Inc.
125 N First St.
Minneapolis MN 55401
By phone: 612-677-8200
By fax: 612-339-4445
By email: info@jriver.com

24. GENERAL INFORMATION

Entire Agreement. The TOS, together with all of J. River's rules and policies, as each is updated from time to time, constitutes the entire agreement between you and J. River and governs your use of the Service, superseding any prior agreements between you and J. River with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other J. River services, affiliate services, third-party content or third-party software.

Choice of Law and Forum. The TOS and the relationship between you and J. River shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and J. River agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York.

Waiver and Severability of Terms. The failure of J. River to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

No Right of Survivorship and Non-Transferability. You agree that your J. River account is non-transferable and any rights to your J. River ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.

25. VIOLATIONS

Please report any violations of the TOS to our legal group at info@jriver.com