| Premium Membership Terms and Conditions |
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(Last Modified & Effective January 1, 2016)
1. INTRODUCTION AND ACCEPTANCE Welcome to the terms and conditions ("Terms") for our Premium Membership subscription ("Premium Membership"). These Terms are between you and Courtside, LLC and/or its affiliates, including, but not limited to PodcastOne ("PodcastOne", "Company," "we," or "us"), and govern our respective rights and obligations. The Terms constitute the entire agreement between you and PodcastOne related to Premium Memberships. Please note that your use of the PodcastOne website is also governed by our Terms of Use Agreement and Privacy Policy, as well as all other applicable terms, conditions, limitations and requirements on the PodcastOne website, all of which (as changed over time) are incorporated into these Terms. By signing up for premium membership through PodcastOne, you accept these terms, conditions, limitations and requirements. Please read these Terms carefully. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING AND/OR USING THE SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN THE "AMENDMENTS; ADDITIONAL TERMS" SECTION BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES. In addition to these Terms of Use, we have established a Privacy Policy to explain how we collect and use information about you. This Privacy Policy is incorporated by reference into these Terms of Use. By accessing or using the Services, you are also signifying your acknowledgement and agreement to our Privacy Policy. 2. USER REGISTRATION (A) In order to access or use some features of the Services, you may have to become a registered user. If you are under the age of thirteen, then you are not permitted to register as a user or otherwise submit personal information. (B) If you become a registered user, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you will create a user name and password (a "Membership"), which may permit you access to certain areas of the Services not available to non-registered users. You are responsible for safeguarding and maintaining the confidentiality of your Membership. You are solely responsible for the activity that occurs under your Membership, whether or not you have authorized the activity. You agree to notify customer service immediately at 800-511-6480 or through the Contact Customer Service page of any breach of security or unauthorized use of your Membership. 3. PREMIUM MEMBERSHIP; AUTOMATIC-RENEWAL TERMS (A) YOU MAY ELECT TO BECOME A PREMIUM MEMBER OF PODCASTONE ("PREMIUM MEMBER") BY PURCHASING A MEMBERSHIP TO PODCASTONE.COM ("PREMIUM MEMBERSHIP"). YOU HEREBY AGREE THAT PODCASTONE MAY IMMEDIATELY AUTHORIZE YOUR CREDIT CARD (OR OTHER APPROVED FACILITY) IN THE AMOUNT EQUAL TO THE THEN CURRENT MEMBERSHIP RATE ("PREMIUM MEMBERSHIP FEE") FOR EACH PERIOD OF PREMIUM MEMBERSHIP (THE "PREMIUM MEMBERSHIP PERIOD"). PREMIUM MEMBERSHIP FEES ARE EARNED IN FULL UPON RECEIPT AND ARE NON-REFUNDABLE IN THE EVENT OF A TERMINATION REQUEST BY YOU DURING THAT PREMIUM MEMBERSHIP PERIOD. YOU MAY CANCEL YOUR MEMBERSHIP AT ANY TIME. TO CANCEL, GO TO MY ACCOUNT AND CLICK THE "CANCEL PREMIUM MEMBERSHIP" LINK, OR CONTACT CUSTOMER SERVICE BY PHONE AT 800-511-6480 OR THROUGH THE CONTACT CUSTOMER SERVICE PAGE. (B) BY PURCHASING A PREMIUM MEMBERSHIP, YOU ALSO AUTHORIZE PODCASTONE TO CHARGE THE THEN PREVAILING PREMIUM MEMBERSHIP FEE AMOUNT TO YOUR CREDIT CARD (OR OTHER APPROVED FACILITY) AGAIN DURING EACH SUBSEQUENT PREMIUM MEMBERSHIP PERIOD. IF YOU DECIDE TO TERMINATE YOUR PREMIUM MEMBERSHIP YOU MUST DO SO BY NOTIFYING CUSTOMER SERVICE AT LEAST ONE DAY PRIOR TO THE END OF THE THEN CURRENT PREMIUM MEMBERSHIP PERIOD. IF YOU DO NOT CANCEL YOUR PREMIUM MEMBERSHIP AT LEAST ONE DAY PRIOR TO THE END OF THE THEN CURRENT PREMIUM MEMBERSHIP PERIOD, YOUR PREMIUM MEMBERSHIP SHALL CONTINUE UNTIL THE END OF THE NEXT PREMIUM MEMBERSHIP PERIOD FOLLOWING THE RECEIPT OF THE NOTICE OF TERMINATION. YOU WILL BE CHARGED THE PREMIUM MEMBERSHIP FEE FOR THIS FINAL PREMIUM MEMBERSHIP PERIOD AT THE THEN CURRENT PREMIUM MEMBERSHIP FEE. IF YOU HAVE A QUESTION ABOUT A TRANSACTION ON YOUR CREDIT CARD STATEMENT, PLEASE CONTACT CUSTOMER SERVICE BY PHONE AT 800-511-6480 OR THROUGH THE CONTACT CUSTOMER SERVICE PAGE. (C) As a Premium Member of PodcastOne, you agree that your Premium Membership will be used exclusively by you, and may not be assigned or transferred to any other person or entity, nor may you provide any other person or entity access to your subscription, either directly or indirectly. You must keep your password strictly confidential. You agree to be personally liable for all charges you incur during or through the use of the Site. Your liability for such charges shall continue after termination of your Premium Membership. 4. INDEMNIFICATION You agree to indemnify and hold harmless Company and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Services; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. 5. DISCLAIMERS (A) YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND SERVICE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (I) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SERVICES OR SERVICE CONTENT; (III) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (IV) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR SERVICES OR ACCESSED THROUGH THE SERVICES; (V) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; (VI) WARRANTIES THAT YOUR USE OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (VII) WARRANTIES THAT ERRORS IN THE SERVICES WILL BE CORRECTED. 6. LIMITATION ON LIABILITY (A) UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES INCLUDING, WITHOUT LIMITATION, THE SERVICE CONTENT IS TO STOP USING THE SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE SERVICES OR ANY LINKS ON THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE SERVICES OR ANY LINKS ON THE SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE SERVICES. (B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY COMPANY DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF THE SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. (C) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law. 7. TERMINATION (A) We reserve the right in our sole discretion and at any time to terminate or suspend your Membership and/or block your access to the Services for any reason in our sole discretion, including, but not limited to, if you have failed to comply with these Terms of Use. You agree that we are not liable to you or any third party for any termination or suspension of your Membership or for blocking your access to the Services. Premium Membership Fees are earned in full upon receipt and are non-refundable in the event of a termination. (B) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, no class action, no trial by jury and all of the "MISCELLANEOUS" provisions below. 8. CHOICE OF LAW; JURISDICTION AND VENUE These Terms of Use shall be construed in accordance with the laws of the State of California without regard to its conflict of laws rules. Any legal proceedings against Company that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use shall be brought exclusively in the state and federal courts located in Los Angeles, California and you waive any jurisdictional, venue, or inconvenient forum objections to such courts. 9. DISPUTE RESOLUTION (A) Each party agrees to first contact the other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by sending notice to: PodcastOne c/o Courtside, LLC 335 North Maple Drive, Ste. 127 Beverly Hills, California 90210 Attn: General Counsel (B) If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to binding arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved exclusively through binding arbitration. (C) Each party agrees that any claim or dispute between such parties, and any claim by either party against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS' website (www.jamsadr.com) or by calling JAMS at 213-620-1133. (D) Each party is entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any resulting proceedings shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction. (E) Exception to Arbitrate. Either party may bring qualifying claims in small claims court. Further, pursuant to the "NO CLASS ACTIONS" section below, each party agrees that any arbitration will be solely between you and Company, not as part of a classwide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this NO CLASS ACTION restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the classwide dispute must be brought in court. 10. NO CLASS ACTIONS TO THE EXTENT ALLOWED BY LAW, COMPANY AND YOU EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING. 11. NO TRIAL BY JURY TO THE EXTENT ALLOWED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING. 12. AMENDMENT; ADDITIONAL TERMS (A) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Services generally, unique parts of the Services, or both ("Additional Terms"). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control. (B) Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Services or by notification by email or conventional mail. It is your responsibility to review the Terms of Use and the Services from time to time for any changes or Additional Terms. Your access and use of any the Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of the Services and, if applicable, terminate your Membership. 13. MISCELLANEOUS (A) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. (B) Except where specifically stated otherwise (e.g., the "Exception to Arbitrate" provision above), if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in force. (C) These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter. (D) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice. |
