Rec.fm

THE FOLLOWING AGREEMENT DESCRIBES THE TERMS UNDER WHICH RIVER ROCK LLC OFFERS YOU ACCESS TO OUR WEB SITE AND RELATED SERVICES:

General

These Terms of Use (“TOU”) constitute a legal agreement between you (“you” or “user”) and River Rock LLC d/b/a Rec.fm (“Rec.fm”), the provider of this web site and related services (the “Site”). Your use of the Site is subject to the terms laid out in this document, so you should take the time to fully understand how it governs your relationship with Rec.fm and how it affects the way you use the Site. You agree that the TOU is not intended to confer and does not confer any rights or remedies upon any person other than you and Rec.fm. We may amend the TOU at any time and for any purpose by posting an amended TOU on the Site. Any changes to the TOU will become effective immediately upon posting and may be changed without notice to you. As a best practice, we recommend that all members visit this page regularly to monitor any changes. Your continued use of the Site constitutes your agreement to and acceptance of the TOU and any changes to it. Any questions, concerns or comments you have about these TOU may be directed to us at privacy@rec.fm.

Modifications

From time to time it may be necessary for Rec.fm to update or revise certain provisions of the TOU. By using the Site and accepting the TOU, you agree that Rec.fm may unilaterally modify the terms of the TOU. You are responsible for regularly reviewing the latest version of the TOU, and any additional terms and conditions that may be posted. Your continued use of the Site constitutes your agreement to all such terms, conditions, and notices. If you do not agree to the changes proposed by Rec.fm, or to any of the terms in the TOU, your only remedy is to stop using the Site.

Privacy

Certain information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://rec.fm/legal/privacy. Notwithstanding the foregoing, Rec.fm reserves the right at all times to disclose any information as Rec.fm deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Rec.fm’s sole discretion. You understand and agree that the Privacy Policy, including Rec.fm’s enforcement of that policy, is not intended to confer, and does not confer, any rights or remedies upon any person. We may change our Privacy Policy from time to time, and our changes are effective upon the posting of those changes on the Site. This posting may be done without notice to you, as provided in the Privacy Policy.

Access to the Site

To access this Site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information you provide on this Site will be correct, current, and complete. If Rec.fm believes the information you provide is not correct, current, or complete, Rec.fm has the right to refuse you access to this Site or any of its resources, and to terminate or suspend your access at any time.

Inappropriate Uses

The Site must not be used:

1. to store, publish, distribute, or otherwise disseminate unlawful material or information including, but not limited to: threatening, harassing, defamatory, obscene, vulgar, indecent, hateful, objectionable, tortuous, libelous, deceptive, or fraudulent information and materials, or information and materials that constitute or give rise to claims of an invasion of another person’s privacy;

2. to conduct any activity that is a violation of any State or Federal law or to request unlawful services or materials;

3. impersonate any person or entity, including, but not limited to, a Rec.fm employee or representative, or to falsely state or otherwise misrepresent your affiliation with a person or entity;

4. in the furtherance of any activity that infringes (directly or indirectly) upon the intellectual property rights of others, including, but not limited to, copyrights, trademarks, service marks, trade secrets, and patents;

5. to interfere with any other party’s use and enjoyment of the Site; or

6. in any way that deliberately degrades or disables the Site or any other computer system or to prevent or impede the delivery of any legitimate data.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Many of the features and information on the Site are updated on a real time basis and are proprietary to us or are licensed to Rec.fm by third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for content you provide to us) from the Site without the prior expressed written permission of Rec.fm or the appropriate third party.

You agree that you will not use the site to directly or indirectly promote products or services with which you have a commercial interest or affiliation, nor directly or indirectly denigrate or be critical of products or services which compete with products or services with which you have commercial interests or affiliations.

We reserve the right, in accordance with any applicable laws, to refuse service to anyone for any reason at any time. We may, but have no obligation to, remove user content and accounts containing user content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party’s intellectual property or these TOU. We reserve the right to cancel a paid account immediately and without refund if any use on that account violates the TOU.

License

Rec.fm grants you a limited license to access and make personal use of the Site and not to download (other than page caching) or modify it, or any portion of it, except with the express written consent of Rec.fm. This license does not include any resale or commercial use of the Site or its contents; any collection or use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools. Any unauthorized use terminates the permission or license granted by Rec.fm.

Copyright

We encourage users to contribute their creations to the public domain or consider progressive licensing terms. Rec.fm undertakes to obey all relevant copyright laws. We will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws.

To make a claim, please provide us with the following:

1. A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;

2. A description of the copyrighted work claimed to have been infringed;

3. A description of the infringing material and information reasonably sufficient to permit Rec.fm to locate the material;

4. Your contact information, including your address, telephone number, and email;

5. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and, under the pains and penalties of perjury, that you are authorized to act on behalf of the copyright owner.

Claims can be sent to copyright@rec.fm or River Rock LLC, 2038 El Sereno Ave., Los Altos, CA 94024. Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act (DMCA).

Rec.fm's Intellectual Property Rights

All materials (including the organization and presentation of such material) on the Site (the “Materials”) are the property of Rec.fm and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trademarks, trade-names, internet domain names, and other similar rights. Unless you have entered into a separate agreement with Rec.fm, any other use of these Materials without Rec.fm' written permission is prohibited. The Materials may only be used and copied for your own, non-commercial, personal or educational purposes, provided that the Materials are not modified and that copyright and other intellectual property notices are not deleted. You may not create derivative works from or otherwise exploit the Materials in any way.

All software used on this site is the property of Rec.fm or its software suppliers and is protected by U.S. and international copyright laws. You acknowledge and agree that the Site contains proprietary and confidential information that is protected by applicable U.S. and international intellectual property and other laws. Except as expressly authorized by Rec.fm, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site, including its interface, in whole or in part, and other logos and product and service names that are trademarks of Rec.fm.

“Rec.fm” and other Rec.fm graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Rec.fm in the U.S. and/or other countries. Rec.fm’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Rec.fm.

Links

Rec.fm may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Rec.fm has no control over such sites and resources, you acknowledge and agree that Rec.fm 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 Rec.fm 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.

Internet software or computer viruses

Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on the Site. Computer viruses or other destructive programs may also be inadvertently downloaded from the Site.

Rec.fm shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on the Site or your downloading of any of the Materials from the Site. Rec.fm recommends that you install appropriate anti-virus or other protective software.

Warranty and Limitation of Liability

THE SITE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS. WE 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. REC.FM MAKES NO WARRANTY THAT (a) USING THE SITE WILL MEET YOUR REQUIREMENTS, (b) SERVICE WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS IN THE SITE WILL BE CORRECTED.

C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE 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 REC.FM OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

REC.FM SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER WHERE SUCH FAILURE RESULTS FROM ANY CAUSE BEYOND REC.FM’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, MECHANICAL, ELECTRONIC OR COMMUNICATIONS FAILURE OR DEGRADATION. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, OUR SERVICES, OR THIS AGREEMENT HOWEVER ARISING, INCLUDING NEGLIGENCE. OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $250.00.

Indemnification

You agree, at your own expense, to indemnify, defend and hold harmless Rec.fm and its employees, representatives, subsidiaries, affiliates, officers, directors, suppliers and agents (collectively, the “Company Indemnified Parties”), against any claim, suit, action or other proceeding against Rec.fm Indemnified Parties, by a third party, to the extent that such claim, suit, action or other proceeding is based on or arises in connection with your use of the Site (or the use of any of your sub-accounts) specifically including (i) a violation of the terms set forth in the TOU (ii) a claim that any use of the Site by you infringes any third party intellectual property right, is libelous or defamatory, or otherwise results in injury or damage to anyone. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.

Arbitration

Any legal controversy or legal claim arising out of or relating to this TOU or the Site, excluding legal action taken by Rec.fm to collect our fees and/or recover damages for, or obtain an injunction relating to, Rec.fm or the Site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party, unless in our sole judgment, Rec.fm wishes to consolidate the legal controversy of two or more parties in any legal action. The arbitration shall be conducted in Santa Clara, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Rec.fm may seek any interim or preliminary relief from a court of competent jurisdiction in Santa Clara, California necessary to protect our rights pending the completion of arbitration. Should you file an action contrary to this provision, Rec.fm may recover from you our reasonable attorney fees and costs. 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 this site or services or the TOU must be filed within six (6) months after such claim or cause of action arose or be forever barred. Notwithstanding anything else to the contrary in this TOU, Rec.fm shall always have and retains the right to pursue legal action of any kind or nature whatsoever in any appropriate jurisdiction in order to protect our interests.

Termination

You agree that Rec.fm may, without prior notice, immediately terminate your access to the Site and Rec.fm services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOU or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated termination), (d) discontinuance or material modification to Rec.fm service (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity. Termination of your Rec.fm services includes (i) removal of access to all Rec.fm services and the Site, (ii) removal of access and deletion of all related information, files and content associated with or inside services provided to you by Rec.fm (or any part thereof), and (iii) barring further use of the Site and Rec.fm services. Further, you agree that all terminations for cause shall be made in Rec.fm’s sole discretion and that Rec.fm shall not be liable to you or any third party for any termination of the Site or Rec.fm services.

Miscellaneous

You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Site any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of this TOU.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of this site or access to the Site or our services.

These TOU will be governed and interpreted pursuant to the laws of California, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in California in connection with any dispute between you and Rec.fm arising out of these TOU or pertaining to the subject matter hereof. The parties to these TOU each agree that the exclusive venue for any dispute between the parties arising out of these TOU or pertaining to the subject matter of these TOU will be in the state and federal courts in Santa Clara County, California. If any part of these TOU is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These TOU constitute the entire agreement among the parties relating to this subject matter.

Last updated: Saturday, October 3^rd, 2009. © 2009 River Rock LLC