This Terms of Service and License Agreement is a legally binding agreement made by and between RADR and you (“you”, “your”, and “yours”).
BY SIGNIFYING YOUR AGREEMENT, CREATING A RADR ACCOUNT, OR ACCESSING OR CONTINUING TO ACCESS RADR, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT (A) YOU ARE THE LEGAL AGE OF MAJORITY IN YOUR STATE OF RESIDENCE OR YOU ARE OTHERWISE A PERSON WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW (INCLUDING AS APPLICABLE, IN YOUR CAPACITY AS THE PARENT OR LEGAL GUARDIAN SUPERVISING THE USE OF RADR BY A PERSON 13 YEARS OR OLDER AND (B) YOU HAVE NOT PREVIOUSLY BEEN SUSPENDED OR REMOVED FROM RADR. YOU ARE NOT AUTHORIZED TO USE RADR UNLESS YOU ACCEPT ALL TERMS AND CONDITIONS IN THIS AGREEMENT, INCLUDING TERMS FOR ARBITRATION AND ARE ELIGIBLE TO USE RADR AS DESCRIBED ABOVE IN THIS PARAGRAPH.
Subject to applicable law and the provision on Dispute Resolution, this Agreement provides that all disputes between you and RADR will be resolved by BINDING ARBITRATION AND IF AUTHORIZED UNDER APPLICABLE LAW YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY and your claims cannot be brought as a class action. Please review the Dispute Resolution provision below for the details regarding your agreement to arbitrate any disputes with RADR.
(a) If you wish to use all RADR features, you will be required to create an account (your “Account”) with an Account name and password and provide us with certain contact information. (b) Under no circumstances should you respond to a request for any passwords or other personal information. Please notify RADR immediately if you receive such a request. (c) You will be prompted for a valid Account name and password whenever you want to access certain aspects of the Website or your Account. We recommend that you change your password often. You are solely responsible for maintaining the confidentiality and security of your Account name and password. You will remain responsible for all activity under your Account, whether or not such activity was authorized by you. If your Account name or password is lost or stolen or if you believe that your Account has been accessed by an unauthorized third party, you must notify RADR immediately and change your password immediately. (d) You agree to update your Account with any changes to your Account information. You understand that it is important to keep the email address and other information associated with your Account current.
RADR is currently offered free of charge, but RADR may require you to pay fees in the future for RADR or certain features of RADR. Before you are required to pay any fees, you will have an opportunity to review and accept the applicable fees that you will be charged. All fees are non-refundable. If RADR changes the fees for RADR, including by adding additional fees or charges, RADR will provide you advance notice of such changes. If you do not accept such changes, RADR has the right to discontinue providing RADR to you. RADR will charge the payment method you specify at the time of purchase. You authorize RADR to charge all sums described herein to such payment method. If you pay any applicable fees with a credit card, RADR may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase
3. License Grant.
(a) Subject to the terms and conditions of this Agreement, RADR grants you a limited, revocable, non-transferable, non-exclusive right, without the right to sublicense, to use RADR for your personal and non-commercial use (provided that if you are a DJ, you may use RADR for your DJ business) consistent with their intended purposes, provided that you do not: (i) use, copy, modify, distribute copies of, display, perform or transmit RADR (or any portion of RADR); (ii) disassemble, reverse engineer, emulate, decompile, tamper with, create derivative works from or otherwise attempt to discover the source code of the software or the technology used to provide RADR (or any portion of RADR) or attempt to reduce the same to human-readable form except to the extent that such a restriction is impermissible under applicable law; (iii) bypass, modify, defeat, tamper with or circumvent any of the security features of RADR (or any portion of RADR); or (iv) share access to RADR (or any portion of RADR), whether through a network, resale or other means. (b) Other than the limited license granted to you in this Section 3, you have no other right, title or interest in or to RADR. Any rights not expressly granted to you are fully reserved by us and/or our suppliers and licensors, as applicable, and no such rights are conferred by estoppel, operation of law, implication or otherwise
4. Creating a Profile and Posting Content.
(a) After you have created an Account, you can create a profile in accordance with RADR’s profile registration procedure and share it with other RADR users through the App and the Website. (b) You may change or remove your profile in accordance with the procedure provided by RADR. RADR may remove any profile or profile photo that in its judgment violates this Agreement or other RADR policies. (c) You are solely responsible for all content, photos, images, and other materials you post on your profile page, as well as all comments, messages, and other information or materials you make available through RADR (collectively, “Your Content”). (d) You hereby grant RADR a worldwide, non-exclusive, royalty-free, fully paid up, sub-licensable, and assignable license to reproduce, publish, translate, distribute, create derivative works, publicly display, publicly perform and otherwise use Your Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). You agree to waive any moral rights in Your Content. The foregoing license is revocable upon a reasonable implementation period following RADR’s receipt of notice of revocation from you, provided that you acknowledge and agree that RADR cannot control and is not responsible for any use, disposition or exploitation of Your Content that you previously made available to third parties. (e) We are under no obligation to edit or control Your Content that you or other users post or publish, and will not be in any way responsible or liable for Your Content. RADR may, however, at any time and without prior notice, screen, remove, edit, or block any of Your Content that in our sole judgment violates this Agreement or is otherwise objectionable. If notified by a user or content owner that Your Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the Your Content, which we reserve the right to do at any time and without notice.
5. Conditions and Restrictions.
Use of RADR is subject to the following conditions and restrictions: (a) RADR may not be available in your geographic location. (b) You must follow all laws. You must comply with all terms and conditions of this Agreement, policies referred to in this Agreement, and all laws, rules, and regulations applicable to your use of RADR. (c) You are solely responsible for your use of RADR. You agree to use RADR in a reasonable and appropriate manner considering all the circumstances associated with that use and to treat other RADR users with courtesy and respect. You shall not post Your Content or otherwise use RADR: (i) for any illegal or unauthorized purpose; (ii) in a manner that could damage or cause harm to RADR’s business, reputation, employees, customers, facilities, or any other party; (iii) to harass, bully, abuse, stalk, threaten, or inflict emotional distress; (iv) to infringe or violate the rights of any other party, including intellectual property and publicity rights; (iv) to post or otherwise use content that is (A) slanderous or defamatory, whether directed at a specific individual or a group; (B) obscene, pornographic, sexually explicit, discriminating, offensive or illegal; or (C) false or misleading (v) to disclose personal or private information of others without their consent, or otherwise violate a person’s right to privacy; (vi) for non-personal, commercial or for-profit content (other than DJ users); or (vii) to post images of others such as photos or video without their consent. (d) RADR is not responsible for any content, photos, images, or other materials you encounter on other users’ profile pages, or any comments, messages, or other information or materials that you may receive as a result of using RADR, including any of the foregoing that may violate the above restrictions. Any concerns about another user’s profile or comments may be addressed to email@example.com
6. Third Party Materials and Services.
7. Additional Prohibited Conduct.
In addition to the restrictions in Section 5, you may not use RADR in any way that: (a) involves, directly or indirectly, the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming” or otherwise uses the communication systems provided by RADR for any commercial solicitation purposes; (b) permits unauthorized access to restricted or password only access pages or hidden page or images (those not linked to or from another accessible page); (c) solicits or collects, manually or through an automatic process, passwords or personal information about users or other information related to RADR for commercial or unlawful purposes; (d) involves unauthorized commercial activities such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) circumvents or modifies, or attempts to circumvent or modify any security technology or software that is part of RADR; (f) involves the use of viruses, bots, worms, Trojan horses, spiders, offline readers, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or any other methods or technology to interrupt, destroy or limit the functionality of RADR, or any computer software or hardware; (g) covers or obscures or otherwise interferes with any advertising; (h) interferes with, disrupts, or creates an undue burden on the networks or services connected to RADR; (i) impersonates or attempts to impersonate another user, person or entity; misrepresents your affiliation with a person or entity, including (without limitation) RADR; uses the account, username, or password of another user at any time; or discloses your password to any third party or permits any third party to access your Account; (j) infringes or otherwise makes unauthorized use of any intellectual property in any manner not expressly authorized by the owner of such intellectual property, including but not limited to unauthorized use of or access to Third Party Materials and Services; (k) sells, lends or otherwise transfers your Account; (l) creates a risk of any other loss or damage to any person or property; (m) may constitute or contribute to a crime or tort; or (n) assists or encourages any third party in engaging in any activity prohibited by this Agreement. If RADR determines in its sole discretion that you have violated any of the above prohibitions, RADR may take any actions necessary to enforce or protect its rights or to prevent further harm, including removal of Your Content and deleting your Account immediately and without notice.
9. Sharing and Using Track Information (DJ users only).
(a) If you are a DJ, please see the latest version of the Configuration Guide available at RADR Downloads for RADR requirements and for more detail on how to use RADR. (b) By using RADR, unless you change your applicable privacy setting, you hereby grant us the right to publically share track information (album name, title, date and time of play, playing time, artist name, composer/author, ISRC, Comment, Genre and record label, hereinafter collectively “Track Information”) in connection with RADR. (c) By using RADR, you hereby grant us the right to provide aggregate Track Information to third parties with which RADR has contracts, including performance rights organizations/performing rights organizations, even if your setting for Track Information in RADR software (“RADR”) is set “Private”.
10. RADR DJ Proprietary Rights.
(a) All materials and elements that are part of RADR, including without limitation, the logos, design, text, graphics, data, audio clips, video clips, and the selection, arrangement and organization thereof, visual interfaces, information, software, services, including the App and Website, are owned by RADR, its licensors or other entities and are protected by all relevant intellectual property and proprietary rights and applicable laws. Except as expressly authorized by RADR, you may not make use of the Materials. RADR reserves all rights to the Materials not granted expressly in this Agreement. RADR © 2015. (b) RADR and related trademarks, logos and designs are trademarks of RADR. All other trademarks and trade names that appear in RADR are the property of their respective owners. All page headers, custom graphics, button icons and scripts are trademarks, trade names or trade dress of RADR or its licensors. You may not use any of the RADR or third party trademarks, trade dress, or trade names, or any confusingly similar marks, dress or names, including without limitation as a part of any link, without express permission. For example, you may not use any such marks as links from other web sites, or as machine-readable search terms, unless you have our express written permission. Notwithstanding, you may “share” links by using the third party sharing widgets we may provide. (c) You may choose to submit or we may invite you to submit comments, testimonials, feedback, suggestions, ideas, and other submissions about RADR, including without limitation about how to improve RADR (“Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place RADR under any fiduciary or other obligation; that we are free to disclose the Ideas on a non-confidential basis to anyone and otherwise use and exploit the Ideas without any additional compensation or credit to you. You acknowledge that, by acceptance of your submission, RADR does not waive any rights to use similar or related ideas previously known to RADR, or developed by its employees, or obtained from sources other than you. Such disclosure, submission or offer of any Ideas will, constitute and you hereby grant a perpetual, non-exclusive, royalty-free, fully paid up, sub-licensable, assignable, worldwide and irrevocable license to us of all right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Ideas, and an irrevocable waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. Do not submit any Ideas to us if you do not wish to license such rights to us. We are and will be under no obligation: (i) to maintain any Ideas in confidence; (ii) to pay to you or any third party any compensation for any Ideas; or (iii) to respond to any Ideas. You are and will remain solely responsible for the content of any Ideas you submit.
11. Intellectual Property Policy.
(a) RADR respects the intellectual property rights of others and expects RADR users to do the same. RADR may remove content that in its sole discretion appears to infringe the intellectual property rights of others. It is also our policy to terminate the Accounts of users that we determine are repeat offenders. (b) We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you believe that content residing on or accessible through RADR infringes a copyright for which you own or are a designated agent, you may send a notice of infringement to RADR in accordance with Section 11(c) below. Any notice of infringement must include the information in clauses (i) through (vi) below. Please note that we may post your notification, with personal information redacted, to a clearinghouse such as chillingeffects.org. (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of the material that you claim is infringing and where it is located on RADR; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the use of the materials on RADR of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
12. Representations and Warranties.
You represent and warrant that: (a) you have the full power and authority to enter into and perform your obligations under this Agreement, which constitutes a legal, valid and binding obligation on you, enforceable in accordance with its terms and conditions; (b) your assent to and performance of your obligations under this Agreement does not breach or conflict with any other agreement or arrangement by which you are bound, or any applicable laws, regulations or rules; (c) with respect to Your Content, all copyrights belong to you, or you otherwise have the proper authority to grant the license in Section 4(d); (d) you will not infringe upon the patent, copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right of RADR or any other party in your use of RADR or provision of Your Content; and (e) you will comply with this Agreement and all laws, rules and regulations applicable to your use of RADR.
You agree to defend, indemnify, and hold harmless (that is, you will compensate in full) RADR and its affiliates and their respective employees, representatives, , agents, directors, and officers for all foreseeable damages, losses, costs and expenses (including without limitation, reasonable attorneys’ fees and costs, as allowed by laws applicable to you) incurred in connection with any third party claim, demand or action (“Claim”) arising from, related to, or in connection with: (a) Your Content (b) your breach or violation of any provision of this Agreement; (c) any other misuse or unauthorized use of RADR by you; and/or (d) any other party’s access and use of RADR with your Account. If you are obligated to provide indemnification pursuant to this provision, you permit RADR, in its discretion, to control the disposition of any Claim and you agree to cooperate with the defence of this Claim.
14. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
(a) TO THE MAXIMUM EXTENT ALLOWED BY LAWS APPLICABLE TO YOUR USE, YOU USE RADR AND THE WEBSITE AT YOUR SOLE RISK. RADR AND ITS SUPPLIERS AND LICENSORS PROVIDE RADR ON AN “AS IS” AND “AS AVAILABLE” BASIS. RADR DOES NOT REPRESENT OR WARRANT, AND TO THE MAXIMUM EXTENT ALLOWED BY LAWS APPLICABLE TO YOU DISCLAIMS ALL WARRANTIES, THAT RADR, THE WEBSITE OR THEIR USE: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS OR OTHERWISE CURRENT OR COMPLETE, OR THAT ANY DEFECTS, INACCURACIES OR ERRORS WILL BE CORRECTED (III) WILL MEET YOUR REQUIREMENTS, (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE, OR (V) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. (b) RADR MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF RADR IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. RADR IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, INCLUDING YOUR ACCOUNT, YOUR PROFILE, YOUR CONTENT, OR TRACK INFORMATION. PIONEER DJ DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY, INCLUDING THROUGH ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND RADR WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. (c) RELEASE AND WAIVER. YOU HEREBY RELEASE AND WAIVE ANY AND ALL CLAIMS AGAINST THE RADR ENTITIES FROM ANY AND ALL LIABILITY, AND FROM ALL DAMAGES OF WHATEVER NATURE, IN RELATION TO THE USE, OPERATION, CONTENT, AVAILABILITY OR SUBLICENSE OF RADR, THE WEBSITE, OR ANY PART THEREOF, INCLUDING ANY AND ALL CLAIMS ARISING FROM USE OF OR PARTICIPATION IN RADR BY OTHER USERS, DJS, CLUBS, OR ANY OTHER THIRD PARTIES. (d) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ANY RADR ENTITY BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT OR STRICT LIABILITY FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THE CLAIM IS BASED, EVEN IF PIONEER DJ OR SUCH OTHER PERSONS OR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (e) LIMITATION OF LIABILITY. OTHER THAN FOR RADR WILLFUL MISCONDUCT, IN NO EVENT WILL THE LIABILITY OF THE RADR ENTITIES IN CONNECTION WITH THIS AGREEMENT OR RADR EXCEED US$10, OR THE PRICE PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM FOR RADR, WHICHEVER IS GREATER. (f) ADDITIONAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE OR IN OTHER JURISDICTIONS. BECAUSE SOME STATES OR JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, OR LIMITATIONS ON OR EXCLUSIONS OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU DEPENDING ON YOUR STATE OF RESIDENCE OR JURISDICTION.
15. Dispute Resolution.
(a) If You are a resident of any EU member state, this Agreement is governed by and will be construed according to English law. If you are a resident of the United States, this Agreement is governed by and will be construed according to California law. If you are resident of any territory outside the United States or the EU, this Agreement is governed by and will be construed in accordance with the laws of Japan. To the extent that any lawsuit or court proceeding is permitted under this Agreement, you and RADR agree to submit to the personal and exclusive jurisdiction of the following for the purpose of litigating all such disputes: (i) the courts of London, if you are a resident of an EU member state; (ii) the state courts and federal courts located within Los Angeles County, California if you are a resident of the U.S.; and (iii) the courts of Tokyo, Japan, if you reside elsewhere. (b) In the interest of resolving disputes between you and RADR in the most expedient and cost effective manner, you and RADR agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND RADR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND PIONEER DJ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and RADR agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this Section 15(b) is found to be unenforceable, then the entirety of this Section 15(b) shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 15(a) shall govern any action arising out of or related to this Agreement. (i) Arbitration Agreement. If you are a resident of any EU member state: The Parties can choose to finally settle all claims that are not resolved by the Informal Resolution procedure, arising out of, relating to, or connected with this Agreement (including its formation, interpretation, applicability, enforceability, performance and breach) or RADR by binding arbitration. If parties agree to settle claims by arbitration, such arbitration shall be conducted under the arbitration rules of the International Chamber of Commerce by three arbitrators designated in accordance with those rules. The arbitration shall be held in London in the English language. The arbitrator will not have the power to conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. (ii) If you are a resident of the United States: • Arbitrator. Any arbitration between you and RADR will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting RADR. • Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). RADR's address for Notice is: firstname.lastname@example.org • The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or RADR may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or RADR shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, RADR shall pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by RADR in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00, whichever is greater. • Fees. In the event that you commence arbitration in accordance with this Agreement, RADR will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Los Angeles County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse RADR for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. • Modifications. In the event that RADR makes any future change to this arbitration provision (other than a change to RADR’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to RADR's address for Notice, in which case your Account shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive. (iii) If you are a resident of Japan or of another country outside of the EU or the United States: Any claims by us, or claims by you that are not resolved by the Informal Resolution procedure, arising out of, relating to, or connected with this Agreement shall be finally settled by arbitration in Tokyo, Japan, in accordance with the ADR Rules of the International Chamber of Commerce. The award of arbitration shall be final and binding upon both parties and shall have the reasoning therein. (c) Exceptions. There are only the following exceptions to this arbitration agreement. (i) First, if we reasonably believe that you have in any manner violated or threatened to infringe the intellectual property rights associated with RADR, we may seek injunctive or other appropriate relief in any court of competent jurisdiction. (ii) Second, if you are a resident of the United States, any dispute arising from, related to, or connected with this Agreement may, at the option of the claiming party, be resolved in small claims court in Los Angeles County, California, provided that all claims by all parties in the dispute fall within the jurisdiction of the small claims court. In addition, either of us may pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available. (iii) Third, if you are a resident of any EU member state, in case you do not agree to settle claims through arbitration, London courts shall have exclusive jurisdiction to settle all claims arising out of or relating to this Agreement (including its formation, performance and breach) and RADR. (iv) Fourth, nothing herein will be deemed to waive, preclude, or otherwise limit either of RADR or your right to seek injunctive relief in a court of law.
16. Changes to RADR or the Agreement.
RADR may, in its sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of RADR, temporarily or permanently, at any time without notice to you, and RADR will not be liable to you or any other party for doing so. We reserve the right, at our discretion, to change this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. In the event that a change to this Agreement materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within RADR, by sending an email to any address you may have used to register for an Account, or through other similar mechanisms. Additionally, if the changed Agreement materially modify your rights or obligations, we may require you to provide consent by accepting the changed Agreement. If we require your acceptance of the changed Agreement, changes are effective only after your acceptance. If you do not accept the changed Agreement, we may terminate your access to and use of RADR. All other changes are effective upon publication of the changed Agreement. Disputes arising under this Agreement will be resolved in accordance with the Agreement in effect that the time the dispute arose.
This Agreement commences upon your acceptance (as described at the top) and will continue in effect for an indefinite term. RADR may limit or revoke your use of RADR or terminate this Agreement for any reason and at any time. You may terminate your Account at any time by contacting RADR at email@example.com. RADR may terminate this Agreement, including your Account and your access to RADR, without prior notice or judicial intervention and with immediate effect if you fail to comply with any provision of this Agreement. If this Agreement is terminated, you shall immediately cease all use of RADR. Upon termination of this Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 4(c), 4(d), 6(b), 6(c), 10, 11, 13, 14, 15 and 24.
18. Force Majeure.
RADR will not be liable for failing to perform under this Agreement due to any event beyond its reasonable control, including, without limitation, a labour disturbance, an Internet outage or interruption of service, a communications outage, failure by a service provider to perform, fire, terrorism, natural disaster or war.
19. Export Control.
The App and any software made available through RADR may be subject to United States export control laws, which state that certain software cannot be downloaded from this Website to certain countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using any software made available through RADR, you represent and warrant that you are not located in, under the control of, or a national, or resident of any such country or on any such list.
20. General Terms.
This Agreement contains the entire understanding between you and RADR regarding the use of KUVO, and supersedes all prior and contemporaneous agreements and understandings regarding its subject matter. This Agreement will be binding upon each party and its successors and permitted assigns. Neither this Agreement nor any of your rights or obligations under it (including, without limitation, your Account) may be assigned or transferred by you without RADR’s prior written consent, which may be granted or withheld in RADR’s absolute discretion. RADR may assign this Agreement in whole or in part to any affiliated company, or to any party that acquires the operations relating to RADR. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. “Including” means “including without limitation.” You and RADR are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. In the event of nullity, invalidity or unenforceability of one or more provisions of this Agreement, the parties will replace that provision with a valid and enforceable provision with an economic effect as close as possible to the deficient provision. RADR may delegate the provision of RADR to its affiliates, consultants, and vendors.
21. Contact Us.
If you have any questions or complaints about this Agreement or your Account, you may contact us by email firstname.lastname@example.org
22. Open Source Software.
The App may include open source software or third party software. Any such software is made available to you under the terms of the applicable licenses provided with the software.
23. Special Terms Regarding Apple.
If you download software from Apple, Inc.’s App Store, your use of the software must at all times be in accordance with the Usage Rules set forth in the Apple, Inc. App Store Terms of Service, and you acknowledge that this Agreement is between you and Pioneer DJ only, not with Apple. Apple is not responsible for the App and the content thereof. This Agreement is not intended to provide for usage rules for software that are less restrictive than the Usage Rules set forth for “Licensed Applications” in, or that otherwise conflict with, the App Store Terms of Service. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) maintenance and support; (iii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iv) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using RADR. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Apple, the Apple logo, iPad, iPhone, iPod touch, iTunes, the iTunes logo, Mac, Macintosh, and Safari are trademarks of Apple Inc. iTunes Store and App Store are service marks of Apple Inc. iTunes is for legal or rightholder-authorized copying only. Don’t steal music. Android and Google Chrome are trademarks of Google Inc. Google Play and its logo are trademarks of Google Inc. Windows and Internet Explorer are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries. Firefox is a trademark of Mozilla Foundation. iOS is a trademark on which Cisco holds the trademark right in the US and certain other countries. Facebook is a registered trademark of Facebook, Inc. Twitter is a registered trademark of Twitter, Inc. Pioneer DJ is a trademark of Pioneer Corporation, and is used under license. rekordbox and KUVO are trademarks of Pioneer DJ Corporation.