Effective as of March 8, 2021
1. Ability to Use the Site
3. Your License to Use the Site
Use of the Site. Subject to the terms and conditions of this Agreement, Pandora hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site, to the extent permitted by its intended functionality, for individual, personal, or internal business purposes and not for the sublicense to or use by third parties. 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 Site at any time, for any or no reason. As between Pandora and you, Pandora shall own all right, title, and interest in and to the Site, including any software, techniques, methodology, procedures, algorithms, protocols, routines, source code, methods and intellectual property incorporated therein.
Restrictions. Except as otherwise specifically permitted in this Agreement, you shall not: (a) modify, download, intercept, or create any derivative works of the Site (in whole or in part), including any translations or localizations thereof; (b) copy, store, edit, change, exploit, download, prepare any derivative work of, or alter in any way any of the content made available through the Site; (c) license, sell, rent, lease, encumber, transfer, assign, distribute, disclose, post, make available, permit time sharing or simultaneous use of, or otherwise exploit the Site to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, underlying ideas, or structure or organization of the Site (in whole or in part); (e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels on the Site; (f) use any systems or means, automated or otherwise, to access, acquire, copy, scrape, harvest, or monitor any part of the Site; or; (g) use any other technologies or initiate any other activities that may impair the Site or harm the interests or property of Pandora or other users of the Site.
ANY USE OF THE SITE NOTE SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
4. 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 Site, including the software and application programming interfaces (APIs) comprising the Site and all content therein. The Site may also contain third-party trademarks, service marks, graphics, and logos. The Site is owned and/or licensed by Pandora and is protected by the laws of the United States and other countries in which the Site is made available. You agree to prevent any unauthorized copying, use, or distribution of the Site. 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.
5. Submission & Feedback
Your Information. In connection with your use of the Site, you may provide us with information and other materials (“Your Information”). By providing us with Your Information, you represent and warrant that you have the right to provide us that information, and that the information is true and accurate. You agree that you will not, nor will any third party, receive any additional consideration or compensation for Pandora’s exploitation and use of Your Information.
Feedback. While we 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 advertisers. By submitting any ideas, feedback, and/or proposals to Pandora regarding the Site (“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 vest 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 creative 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.
6. Term and Termination
This Agreement will remain in effect for as long as you use the Site and Site Materials (the “Term”). We may terminate this Agreement and your access to the Site at any time. Upon any termination of this Agreement, the rights and licenses granted to you hereunder will immediately terminate, and you shall immediately cease using any and all materials and other similar content in your possession or control that are proprietary to Pandora. You agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to the termination of this Agreement. Any provision of this Agreement that should, by its nature, survive termination of this agreement will survive its termination.
7. Representations and Warranties
Each party represents and warrants that (a) it has the full corporate right, power, and authority to enter into this Agreement, and to perform the acts required by such party hereunder and to grant the rights set forth herein; and (b) this Agreement will constitute a legal, valid and binding obligation to which the parties will be bound, enforceable against either party in accordance with its terms.
You agree to defend (at our option), hold harmless, and indemnify us from and against all third party claims and all liabilities, assessments, losses, costs, or damages resulting from or arising out of (a) your alleged or actual breach of this Agreement, including your express representations and warranties; (b) your use or misuse of the the Site; and (c) your alleged or actual infringement or violation of the rights of a third party, including without limitation any intellectual property rights, rights of publicity, and rights of privacy.
9. Warranty Disclaimer; Limitation of Liability
SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT APPLICABLE LOCAL LAW SPECIFICALLY AND EXPRESSLY PROHIBITS SUCH EXCLUSIONS OR LIMITATION, THOSE SUCH EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
THE SITE (INCLUDING ANY SOFTWARE AND CONTENT CONTAINED THEREIN) IS LICENSED AND PROVIDED “AS IS” AND “AS AVAILABLE”. PANDORA EXPRESSLY DISCLAIMS ANY ACCURACY OF OR RESPONSIBILITY FOR ANY PORTION OF THE SITE, PARTICULARLY IN RELATION TO ANY DATA REPORTED TO YOU. ANY USE OF THE SITE 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 SITE 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 SITE WILL MEET YOUR REQUIREMENTS, BE ACCURATE, RELIABLE, CURRENT, OR THAT OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE.
IN NO EVENT WILL PANDORA BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE SITE, OR FOR ANY CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL PANDORA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF PANDORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
10. Changes in Terms
We may modify this Agreement from time to time. Your continued use of the Site after such modification will constitute your affirmative acceptance to the modified Agreement.
Pandora may assign this Agreement or delegate any of our rights or obligations hereunder, or any part thereof, to any third party, including our successor in interest, without requiring your written consent. You may not assign this Agreement in whole or in part, for any reason. This Agreement will be binding upon and will inure to the benefit of the parties and their heirs, executors, administrators, successors, and assigns.
13. Governing Law and Choice of Forum
In the event any provisions of this Agreement are found to be contrary to Applicable Law of an administrative or governmental agency or body, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under any Applicable Law, and the remaining provisions will continue in full force and effect. In the event that such a provision cannot be modified and becomes invalidated or unenforceable, its invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
16. Entire Agreement
This Agreement contains the complete and exclusive agreement between you and Pandora with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.