1. Program Overview

Welcome to Viggle! These terms and conditions govern the Viggle Loyalty Program. The Program allows you to get points every time you perform a qualifying action using the Viggle service. You can use these points to obtain rewards.

Please take a moment to review these Program Terms and Conditions carefully. By using the Viggle service, you agree to be bound by these Program terms and conditions, the Viggle Terms of Use and the Viggle Privacy Policy. Please click the link to review the Viggle Terms of Use and Viggle Privacy Policy.

2. Eligibility

All legal residents of the United States (including Puerto Rico) who are at least 13 years of age are eligible to participate in the Program. In order to participate in the Program, you should enroll with a valid email address, and maintain an active Viggle account.

An individual person may only have one Viggle account. If we have a reasonable belief that multiple Viggle accounts are registered to the same individual, we may suspend or terminate any duplicate Viggle accounts, and also suspend or terminate your participation in the Program. In addition, only one individual person may be registered to a Viggle account.

An individual may use his or her account on up to five different devices, but an individual may only be logged into one device at a time.

Employees of Viggle and its affiliates and partners, and each of their immediate family members and individuals living in the same households of each of these individuals, are eligible to participate in the Program, but these individuals may not participate in any sweepstakes or instant wins offered through the Program. We reserve the right to determine whether any particular user is eligible to participate in the Program.

3. Enrolling In The Program

To enroll in the Program, please download and install our mobile app or, if the Program is available through our Viggle.com website, access the Viggle.com website. After doing so, you can register for a Viggle account by providing a valid email address, choosing a unique user name and password and providing other information we need in order to open your Viggle account.

By enrolling in the Program, you agree that you will keep your user name and password secure and confidential and keep your Viggle account information updated and accurate and that you will notify us immediately of any unauthorized use of your Viggle account. We will deem any activity occurring through your Viggle account to be your actions, and you agree that we may rely upon such actions.

Other than the third party processing fees that may be applicable to redeeming certain Rewards or otherwise disclosed to you, there are no fees to enroll or participate in the Program, though we reserve the right to charge fees in the future for use of the Viggle service.

4. Accumulating Points

After enrolling, you can start getting points by completing actions that allow you to qualify for points, as we indicate from time to time. These actions may include:

  • Doing a “check-in” while watching a qualifying program. A qualifying program is a television program, commercial or other media in the Viggle database for which check-ins are available.
  • Viewing qualifying programs (up to a maximum of twelve (12) hours per day)
  • Referring new users to the Program
  • Completing certain actions in social media
  • Completing other actions that we may make available from time to time, such as completing surveys, watching a game or other actions.
  • Redeeming a reward

All unredeemed points will expire if no qualifying action has been made from your Viggle account for twelve (12) consecutive months.

We may also place limits on points from time to time in our sole and absolute discretion. For example, we may place limits on points you may accumulate in a day, or we may place limits on the number of times you may accumulate points for performing the same engagement.

You may only receive points for checking-in from certain sources, including live television, television recorded by DVR or official Viggle channels such as videos on the Viggle application.

We reserve the right to determine, in our sole discretion, whether a particular action qualifies for points. We also reserve the right to offer different users of the Viggle service different quantities of points for the same qualifying action. We also offer certain point-earning opportunities, offers or rewards to certain users without offering them to all users. For example, we may offer certain users particular rewards based on their viewing history, their location or the rewards they have chosen in the past.

Points that are validly obtained will generally post to your Viggle account within several hours of a qualifying action, but in some cases it may take longer. You can view the points balance in your account and your redemption activity by signing in to your Viggle account.

Points obtained or accumulated are and will at all times remain our property. Points have no cash or other value, except to obtain rewards. You may not sell, purchase or transfer points or your Viggle account. Points will automatically be forfeited in Viggle accounts that are terminated or cancelled.

When you place a redemption order, your Viggle account will be reduced by the number of points used to acquire the reward. If your reward order is cancelled due to an issue with redeeming the reward (such as the reward becoming unavailable), we will reinstate your points and notify you of the cancelled order.

We may also reduce your point total in certain circumstances based on your actions. For instance, we may reduce your point balance if you call our customer service line in excess of a certain number of times.

All unredeemed points will expire if your Viggle account is dormant for twelve (12) consecutive months, that is, that no qualifying action has been taken. Additionally, points need to be redeemed within twelve (12) months from when they were obtained or they may be forfeited. We reserve the right to issue certain points that will have an earlier or shorter expiration date. The points balance in your Viggle account will be forfeited if your Viggle account is terminated for any reason. We may also remove points from your account to correct errors. You may not be provided with notice of expiration, forfeiture or removal of points. You are not entitled to compensation from us or from any other entity, when the points in your Viggle account expire, if they are removed from your account, if your account is terminated, or if they are forfeited for any reason.

5. Membership Tiers

We may establish membership tiers. We may, for example, establish membership tiers based on the total annual point balance in your Viggle account during a calendar year. Different membership tiers may, for example, give members the opportunity to obtain additional points, obtain exclusive content and obtain exclusive features.

We need the flexibility to change our program to provide the best experience for our users. Accordingly, if we establish membership tiers, we reserve the right to change the membership tiers, the number of points required to obtain membership tiers, or terminate the membership tiers at any time, in our sole discretion. In addition, we may determine the benefits to which a particular membership tier may be entitled, and may change those benefits, in our sole discretion.

6. Rewards

You may redeem your points for merchandise, gift cards, sweepstakes entries, instant win plays, offers or other rewards listed in our Rewards Catalog, while supplies last. To redeem points in your Viggle account for a reward, visit our Rewards Catalog at any time. The Rewards Catalog contains the current list and description of available rewards, as well as the number of points necessary to obtain each reward. We reserve the right to change the Rewards Catalog without notice, and we do not guarantee the availability of any particular reward. We also reserve the right to change the number of points required to redeem a particular reward. We may also require that you provide us additional information (such as your name, address, mobile telephone number or other information) in order to redeem a reward, and your receipt of the reward is contingent upon your providing us with the information we request. In order to redeem, we may also require that you takes steps to verify your account, such as by sending you a text message to which you must respond, or otherwise.

A particular reward may be subject to specific terms and conditions, such as the expiration date of the Reward, the purchase or other requirements to use or deliver the Reward, any return policy requirements and any warranties for the reward, or any other limitations or restrictions on obtaining, retaining or using the reward. Neither we nor the merchant providing the reward will be liable if a reward expires prior to redemption for the reward or its use. You and the merchant providing the reward are responsible for compliance with all laws related to redeeming and receiving the reward, including the payment and collection of any applicable federal, state, or local taxes.  In addition, in order to redeem a particular reward, you may have to accept a particular merchant’s terms and conditions.  For instance, we currently work with Choose Digital, Inc. to provide music downloads, audiobooks and movie and television streaming as rewards.  If you select one of these rewards, you will be required to agree to Choose Digital’s terms and conditions as well.  For ease of reference, we have inserted Choose Digital, Inc.’s terms and conditions at the end of these terms and conditions, and by accepting these terms and conditions, you are also agreeing to and accepting Choose Digital’s terms and conditions.

The aggregate value of the rewards (not including any prizes you may win in sweepstakes or in instant win games) that any individual user of our service may receive during a calendar year is limited to U.S.$550. We may, in our sole and absolute discretion, waive the $550 limit for a user, but if we do so, the user agrees that he or she will provide a W-9 and such other information as Viggle may request.

We may deliver rewards to you electronically (i.e., through the email address associated with your account) or by mail. The delivery time may vary. Rewards will not be shipped to any address outside of the United States.

Any redemption of a reward is final. All non-merchandise rewards (such as gift cards and certificates) cannot be returned. Merchandise rewards may not be exchanged or refunded once a merchant has delivered the reward, unless it is defective or has been damaged in transit. Merchants, and not Viggle, are ultimately responsible for replacing any defective or damaged rewards. Refunds, exchanges and other issues relating to the reward are governed by the merchant’s terms and conditions applicable to the purchase. Redeemed rewards are not refundable, exchangeable, or transferable for cash, credit, other rewards or points. Neither we nor our participating merchants are responsible for replacing lost, stolen, or mutilated rewards, including retail or travel certificates, gift certificates, gift cards, or merchandise. You may not redeem points for rewards if your account has been suspended or terminated for any reason.

We reserve the right to offer rewards through or transfer rewards to other promotional incentive programs offered by Viggle and its affiliates or partners.

7. Communications

We may communicate with you regarding any matter related to the Program by email or by other electronic communications, including postings at the Program website. All electronic communications to you sent from us, or on our behalf, will be deemed to be communications “in writing” and will be deemed delivered to you no later than the earlier of the date actually received or five (5) days from the date of posting or dissemination. You agree that by participating in the Program we may use your mobile device to contact you about your account and to provide promotional and other offers. You are responsible for any charges assessed by your mobile carrier for communications made by us to your mobile device or other device.

8. Customer Service

If you have a problem or question regarding your account, please contact Customer Service at support@viggle.com.

If you contact us regarding an error or mistake with respect to your account, we will use reasonable efforts to investigate and correct the error or mistake. In any event, you must notify us within thirty (30) days of the posting date or the date of the alleged error or mistake in order for us to undertake an investigation of the matter.

All questions or disputes regarding the Program, including eligibility, obtaining points, membership tiers, or redemption of points for rewards, will be resolved by us in our sole discretion.

9. CHANGES TO THE PROGRAM

We may modify, restrict or change the Program and/or these Program Terms at any time, which changes may include, but are not limited to, changing the terms of eligibility and enrollment, the number of points obtained for a particular action, membership tiers, the type and selection of rewards, or the conditions under which points expire or are forfeited. We will endeavor to notify you of material changes to the Program and Program Terms and, unless you choose to terminate your Program participation, you will be bound by the revised Program Terms. Notification of material changes may be done through the email address you have provided to us, SMS or MMS messaging to the registered mobile device (which SMS or MMS message may direct you to a website for the changed Program Terms), updates to the Mobile App pushed to your mobile device, posting such changes on the Program website, or by any other appropriate method, as we may determine. We also reserve the right to suspend or terminate the Program at any time, in our sole discretion, without liability or compensation to you.

10. Error Prevention And Other Adjustments

Occasionally we may review the validity of your account, your qualifying actions, and your compliance with these Program Terms. In addition we may, but are not required to, review your point balance to confirm if any errors have been made in the calculation of your point balance. Based on any such review or if we otherwise deem necessary (for example, if we believe there have been non-qualifying actions), we may authorize an adjustment to the points balance in your account and/or membership tier. These adjustments can be positive or negative. Details on adjustments can be found on the Program website. You are responsible for periodically verifying the accuracy of your points balance.

11. Termination Of Your Program Account

You may cancel your account at any time by notifying Customer Service at support@viggle.com. Cancellation of your account will be effective not later than thirty (30) days after you submit your request, during which period you may still obtain points and redeem rewards.

We reserve the right, in our sole discretion, to suspend or terminate your account, to remove or refuse to award points, or cancel rewards associated with your account, for any reason at any time including if we have a reasonable belief that: (1) points or rewards were improperly obtained or obtained fraudulently (for example, by checking into a qualifying television program within the last five (5) minutes of the program, by checking into multiple qualifying programs at the same time or by engaging in other actions that suggest that you are not actually watching a qualifying program that you have checked into); (2) you have violated these Program Terms or the Viggle Terms of Use, including, without limitation, opening or maintaining multiple accounts or engaging in fraudulent activity to obtain or redeem points; or (3) you have otherwise abused or tampered with this Program. In addition, we reserve the right to suspend or terminate your account if you have not completed any actions qualifying for points for twelve (12) consecutive months.

When an account is cancelled or terminated for any reason, any and all point balances, redeemed rewards, or other benefits associated with the account, will be forfeited or cancelled effective as of the date of such termination.

12. Choose DIGITAL TERMS

As stated in Section 6 above, by agreeing to these Terms, you are also agreeing to Choose Digital, Inc.’s terms, which are set forth below.

This service is provided by Choose Digital, Inc. (“CD” or “we” or “us”).

CD is committed to providing an excellent user experience. In order to provide this website and our digital content services to you, you must agree to be bound by the following terms and conditions of use (the “Terms and Conditions”) which form a legally binding contract between CD and you.

1. ACCEPTANCE OF TERMS

1.1 Access to our Sites. Your access to and use of any CD websites and any other site powered by CD for third parties (collectively the “Website”) and any Services referred to in Section 2, is subject to these Terms and Conditions. CD is a ‘digital marketplace’. It is a web based platform that aggregates a comprehensive range of Content (defined below in Section 2) from multiple sources – movies, TV shows, music, music videos, Apps, online games and eBooks. Content is assigned a value in points or other redemption currency and/or dollar currency of applicable territory, for the Loyalty & Incentive Markets serviced. Your use of the Website may also be subject to:

(a) terms relating to your membership of any customer loyalty program, through which access to the Website is made available to you; and

(b) any additional terms and conditions (including license terms) which apply specifically to particular items of Content available via the Website, which will be made known to you by the relevant licensor at the time of your accessing that Content (please see Section 8.4 for more detail).

Together, 1.1(a) and 1.1.(b) are referred to as “Additional Terms.”

Please ensure that you have read and understand these Terms and Conditions and any Additional Terms that apply to your use of the Websites and Services.

1.2 Acceptance. You agree to not use the Website or Services for any purpose that is unlawful or that is prohibited by these Terms and Conditions or any Additional Terms. By using the Website or Services you are fully accepting these Terms and Conditions. If you do not accept these Terms and Conditions you must immediately stop using the Website and Services.

1.3 Right to Amend Terms. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms and Conditions at any time. If we do this, we will post the changes to these Terms and Conditions on this page and will indicate the effective date at the top, but will not notify you directly of any change. If you do not agree to (or cannot comply with) the Terms and Conditions as amended, you should immediately stop using the Website and Services. CD shall not be obliged to make any other remedy available to you. You should regularly review these Terms and Conditions so that you are aware of any changes. Your continued use of the Website or Services after any such changes constitutes your acceptance of the new Terms and Conditions. Any Content which you have accessed previously will be subject to the provisions of the Terms and Conditions as they were at the date you accessed that Content.

2. THE SERVICES

2.1 Services. The Website provides digital media download and streaming services (the “Services”) designed to enable you to access and purchase or redeem legal digital content (the “Content”). The Content may be transferred to you from third party websites, by third party content suppliers acting on CD’s instructions.  The Services are for your own personal and non-commercial use and you are not authorized to make any copies of any downloads or streams other than for personal use

3. OBJECTIONABLE MATERIAL

3.1 Objectionable Material. You understand that by using the Services, you may encounter Content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. CD will endeavor to label any such Content with age ratings, but you agree to use the Service at your sole risk and CD will not be liable to you for Content that may be found to be offensive, indecent, or objectionable. CD does not guarantee the accuracy of any descriptions provided on our Website.

4. CHILD SUPERVISION

4.1 Accessing the Website. We are concerned about the safety and privacy of our users, particularly children. Parents who wish to allow their children access to and use of the Website should supervise such access and use. It is your responsibility to determine which if any portions of the Website are suitable for your child to access.

5. AGE RESTRICTION TO REGISTER FOR SERVICES

5.1 Registering for the Services. You must be at least 18 years of age to agree to and enter into a contract on your own behalf and to register for use of the Services. By registering for the Services, you represent that:

(a) you have read, understood and agree to be bound by these Terms and Conditions; and

(b) you are at least 18 years old.

5.2 Full Access. If you are a parent or guardian allowing your child access to the Services you are allowing your child access to all of the Services and Content. It is therefore your responsibility to determine which Services and Content are appropriate for your child. Always use caution when revealing personally identifiable information about yourself or your children via any of the Services. You are fully responsible for your child’s use of the Website and Services, including all financial charges and legal liability that he or she may incur. If you do not agree to (or cannot comply with) any of these Terms and Conditions, do not register and do not attempt to access the Services.

6. PRIVACY POLICY

6.1 Personal Information. We recognize the importance of your privacy and your right to control your personal information. We know that providing personal information is an act of trust and we take that trust seriously. We obtain information about you from the following sources:

(a) You may also supply us with additional information about yourself if you contact us with a query or complaint about the Services or Content.

6.2 Use of your personal information. Because CD operates a number of different versions of the Website, this may change depending on which version of the Website you are accessing, so please read the relevant sections below.

(a) CD will be the data controller of your information, and will be responsible for ensuring that it is used in accordance with applicable laws and these Terms and Conditions.

(b) The information is used for the following purposes:

(i) facilitating provision of the Services to you, including the processing of any payment information or personal information associated with vouchers you use. This may involve sharing your personal information with our third party Content suppliers and our technology providers. We take steps to ensure that use of your personal information by those third parties is in compliance with these Terms and Conditions.

(ii) notifying you of changes or updates to the Website and Services;

(iii) keeping you informed about our Website and Services, or those of our selected partners, in accordance with section 6.2(d) below;

(iv) communicating with you regarding any query or complaint you raise; and

(v) if CD or all or part of its business is acquired by a third party, information about you may be disclosed to a third party in the course of such acquisition.

(c) CD will never sell, rent or otherwise disclose any of your personal information, to any third party other than those described above without your consent. In certain circumstances however, we may be required by applicable laws to disclose information about you to investigatory, regulatory or law enforcement bodies.

(d) Communications from Us and Mailing Lists. In order to keep our users informed about the operation of our Website and Services, we may send e-mails and announcements to your personal email address that you have provided to us upon registration. We may also offer options for you to sign up for our mailing lists without having to use any product or service. For additional information and offers, we give you the option of joining our mailing lists. We may also allow you to choose whether to receive mailings from record labels and other promotional partners that we think will be of interest to you. Any promotional e-mail from us will come with instructions for how to unsubscribe from the mailing list.

(e) Location of your information. Your information will be stored on secure servers located in the United States. CD is an international company, and so that information may be accessible to CD employees and contractors located in other countries outside the European Economic Area.

For all our other Websites:

Your personal information will be held by the entity described herein, and used in accordance with our Privacy Policy. The entity named in that Privacy Policy will be responsible for ensuring that your personal information is used in accordance with applicable laws and these Terms and Conditions.

6.3 Your Rights. You have the right to see a copy of the information we hold about you, and to make any corrections. Should you wish to exercise that right, or if you have any questions concerning the CD privacy policy, please write to: clientservices(at)choosedigital.com.

6.4 Cookies. We use a technology called “cookies” as part of our normal business procedure to enhance the user experience and to track patterns of behavior of visitors to the Website. A cookie is an element of data that the Website sends to your browser that is then stored on your system. You can set your browser to prevent this happening. Any information collected in this way can be used to identify you unless you change your browser settings. To learn more about cookies, including how to disable them, please visit www.allaboutcookies.org.

6.5 Aggregated Information. To monitor and improve the performance of our technology, we capture other data such as search criteria, results, downloads and purchases. We only share this data on an aggregate basis for instance to chart reporting companies for compilation of sales charts. We also gather information such as date, time, connection speed and IP address of all service users. We keep this information for our internal security audit log, aggregate trend analysis and system administration. We sometimes use third party service providers to help us track the activity and user flows within our service. These third parties may use temporary cookies and/or web beaconing technology to facilitate such tracking. Such tracking would track an individual user’s movements but the data would not be tracked in a personally identifiable way. Such data would be stored and analyzed on an aggregated basis solely for the purpose of internal analysis by CD to improve the Service.

6.6 Security. CD has implemented technology and security features, as well as strict internal guidelines, to safeguard the privacy of your personal information from unauthorized access or improper use. We employ SSL encryption to secure your personal data and payment information. We will continue to enhance our security procedures as new technology becomes available. While we make every effort to ensure that your information is secure on our system, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, we cannot guarantee the security of any information you transmit to us, and you do so at your own risk.

7 USER ACCOUNT, PASSWORD AND SECURITY

7.1 Password Security. If a particular Service requires you to open an account you will be required to complete the registration process by providing certain information and registering a username and password for use with that Service. You are responsible for maintaining the confidentiality of the username and password. You are fully responsible for any use of the Website and Services using your username and password, including all financial charges and legal liability that are incurred. We recommend that you change your password from time to time for additional security. If you believe someone has accessed any Service using your user name and password without your authorization, it is your responsibility to notify us and set up a new password.

7.2 Unauthorized Access. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. In no event will CD be liable for any loss or damage whatsoever resulting from the disclosure of your username and/or password. You may not use another person’s account at any time, without the express permission of the account holder. You agree that we will be entitled to assume that any person logging into the Website using your username and password is either you or someone doing so with your permission.

8 USAGE RULES

8.1 Use of Content. You acknowledge that all information, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials (“the Content”), whether posted publicly or transmitted privately, are the sole responsibility of the person from whom such Content originated. We do not control or endorse the Content and cannot guarantee the accuracy, integrity or quality of such Content and you acknowledge that by using the Services you may be exposed to Content that is offensive and/or indecent. CD will not be liable in any way for any Content or for any loss or damage of any kind resulting from the use of any Content transmitted via the Services and you agree to bear all risks associated with the use of any Content, including any reliance on the accuracy or completeness of such Content.

8.2 Digital Rights Management. You understand that some of the Content includes a security framework using technology that protects digital information and limits your usage of the Content to certain usage rules established by CD and its licensors (“Usage Rules”). You agree to comply with such Usage Rules, as further outlined below, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such Usage Rules for any reason whatsoever.

8.3 Previews. A “Preview” is a portion of the available Content, or in some cases, an entire song or video or other item of Content that you can play (and, if applicable, view) directly from and while you are logged on to the Service on a promotional basis at no cost to you. You may play as many Previews as you like. You may not attempt (or support others’ attempts) to capture, copy, or download a Preview.

8.4 Content Usage Rules.

Certain Content available using our Website is subject to additional licensing terms and Usage Rules, as set forth by the relevant owner or licensor of that Content (“Licensor Terms”). For example, if you wish to download software via the Services, your use of that software will be subject to an End User License Agreement which you will be asked to adopt when you first install the software on your computer or device. You agree that, where that is the case, your use of the Content is subject to both: (a) these Terms and Conditions; and (b) any applicable Licensor Terms. In the event of any inconsistency between the two, the applicable Licensor Terms shall prevail.

(a) Ownership of any Content accessed by you remains with the relevant owner or licensor. You do not own any Content which you download or access, and your rights are limited to a license to use the Content only for personal, non-commercial use, and not for redistribution, transfer, assignment, public play-back, or sublicense, to the extent permitted by law, and strictly subject to these Terms and Conditions and any Licensor Terms.

(b) Additional Usage Rules are set out in the Annex to these Terms and Conditions.

(c) You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Service or used to administer the Usage Rules, or interfere with, remove or alter any rights management information on the Content.

(d) The delivery of Content does not transfer to you any commercial or promotional use rights in the Content.

8.5 You agree that your redemption of Content constitutes your acceptance of and agreement to use such Content solely in accordance with the Usage Rules and any Licensor Terms, and that any other use of the Content may constitute a copyright infringement. Any security technology, if applicable, is an inseparable part of the Content. The Usage Rules and any Licensor Terms shall govern your rights with respect to the Content. CD reserves the right to modify the Usage Rules at any time.

8.6 Use of the Website/Services.  You agree not to:

(a) use the Services to send junk email, spam, chain letters, pyramid schemes or any other unsolicited messages, commercial or otherwise;

(b) post, publish, distribute or disseminate material or information that is defamatory, infringing, obscene, indecent, threatening, abusive, harassing or unlawful;

(c) post, publish, distribute or disseminate material or information that incites discrimination, hate or violence towards any person or group on account of their race, religion, disability, nationality or otherwise;

(d) threaten, abuse, disrupt, stalk or otherwise violate the legal rights (including rights of privacy and publicity) of others;

(e) use any information or material in any manner that infringes any copyright, trademark, patent or other proprietary right of any party;

(f) make available or upload files that contain a virus, worm, trojan or corrupt data that may damage the operation of the computer or property of another;

(g) collect or store personal information about others, including email addresses;

(h) advertise or offer to buy or sell goods or services for any commercial purpose, unless such communication facility specifically allows such messages;

(i) impersonate any person or entity for the purpose of misleading others;

(j) violate any applicable laws or regulations;

(k) use the Website/Services in any manner that could damage, disable, overburden or impair the Website/Services or interfere with any other party(s) use and enjoyment of the Website/Services;

(l) post, publish, distribute or disseminate material or information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or confidential information disclosed in the course of employment or under a confidentiality agreement);

(m) attempt to gain unauthorized access to any of the Services, other accounts, computer systems or networks connected to the Website/Services through hacking, password mining or any other means.

8.7 Monitoring. We have no obligation to monitor the Services but shall be entitled to review materials posted to a communications facility and, at our sole discretion, to remove any material that breaches these terms and conditions or is otherwise objectionable. 8.8 You acknowledge and agree that your use of the Services shall be at your sole risk and responsibility and we shall have no obligation to back-up any data. We expressly reserve the right to remove and/or delete any information or materials stored or used in connection with the Services for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation.

8.9 We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.

8.10 You are solely responsible for any breach of your obligations under this Agreement and for the consequences (including any loss or damage which we may suffer) of any such breach.

8.11 We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings (if any), or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.

9 TERMINATION

9.1 Termination by us. We have the right to terminate your access to any or all of the Services at any time, without notice, for any reason, including without limitation, breach of these Terms and Conditions. We may also at any time, at our sole discretion, discontinue the Website and/or Services or any part thereof without prior notice and you agree that we shall not be liable to you or any third party for any termination of your access to the Website and/or Services.

9.2 Termination by you. If you wish to discontinue your use of the Website and/or Services, you may do so at any time by no longer accessing the Website. You can request for us to delete any account you hold with us by contacting us using the details set out at Section 22 of this Agreement.

10 EQUIPMENT

10.1 Equipment. Without limiting any provision in these Terms and Conditions, CD makes no warranty that any particular computer, portable device, operating system, or other hardware or software will be compatible with CD’s Website or Services, or any Content. It is your sole responsibility to ensure that any Content you access via the Services will function correctly on your computer or device.

11 REFUND POLICY

11.1 Due to the nature of the Services, all sales of Content are final and all charges from those sales are non-refundable. You are not able to cancel any redemptions of downloads after you have confirmed your acceptance to proceed. Downloads may not be returned for any reason unless they are defective. Where any Content is defective, CD shall provide replacement Content for you, or (at its discretion) provide a refund or credit for other Content, subject always to your rights under applicable consumer protection laws. Our obligation to refund or replace any defective Content sets out our entire liability in respect of defective or faulty Content.

12 LINKS TO THIRD PARTY WEBSITES

12.1 Links on the Websites. The Website and Services may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that CD is not responsible for the content or availability of any such sites.

13 INTERNATIONAL USE

13.1 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 (if different) and with all local laws and rules regarding acceptable use of and conduct on the Internet.

13.2 Some of the Content is restricted by territory. Where required, to conclude the redemption of any such restricted products, you will be required to provide an address in the relevant territory. You agree not circumvent any territorial restrictions in place on the Website or Services or provide false information.

14 INTELLECTUAL PROPERTY RIGHTS

14.1 Intellectual Property. The Website and its content (including without limitation the Content, the Website design, text, graphics and all software and source codes connected with the Website and the Services) are protected by copyright, trademarks, patents and other intellectual property rights and laws. In accessing the Website, you agree that you will access the contents solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial home use only.

14.2 Posted Material. CD does not claim ownership of any materials you post, upload or submit to any publicly accessible area of the Services. However, by doing so you are granting us a world-wide, royalty free, non-exclusive license to copy, distribute, transmit, reproduce, publicly display, edit, translate or publish such content for as long as you elect to display such content via the Services. The license shall be terminated when such content is deleted from the Services.

15. COPYRIGHT AGENT

15.1 The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service; your address, telephone number, and e-mail address; a written 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; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner’s behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright agent for notice of claims of copyright infringement can be reached as follows:

Attention: Legal Counsel
Address: 310 NW 26th Street, Suite 4, Miami, FL 33127
Telephone: 1-877-734-7211
Email: IP(at)Choosedigital.com

We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should note that there can be penalties for false claims under the DMCA.

16 INDEMNITY

16.1 You agree to release, indemnify and hold harmless us, our affiliates, directors, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including attorneys’ fees, with respect to (i) your violation of this Agreement, or rights of us or any other person or entity, or any applicable law, (ii) your use or misuse of, or access to, the Service, (iii) the recordings and/or (iv) any Content you make available through the Service. For the avoidance of doubt, this section shall survive the termination of this Agreement.

16.2 If you are a California resident, you waive California Civil Code 1542, which says:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

17 DISCLAIMERS AND LIMITATION OF LIABILITY

17.1 THE USE OF THE WEBSITE, THE SERVICES, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU BY US THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH ANY WEBSITE OR YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY PRODUCT, DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

17.2 CD makes no warranty that the Website or Services will meet your requirements, that Content will be accurate or reliable, that the functionality and availability of the Website or Services will be uninterrupted or error free, that defects will be corrected or that the Website or Services or the server that makes them available are free of viruses or anything else which may be harmful or destructive.

17.3 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICE PROVIDED HEREUNDER OR ANY PRODUCTS, CONTENT OR MATERIALS INCLUDED ON THE SERVICE OR ANY WEBSITE OR ANY OTHER INTERACTIONS WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE SERVICE PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON OR TRANSMITTED VIA A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED TO THE SERVICE. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

18 SEVERANCE

18.1 If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.

19 GOVERNING LAW

19.1 This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. Any dispute with us, or our officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the federal or state courts located in New York County, New York (and courts with appellate jurisdiction therefrom), except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case we may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:

* YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and

* YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

20. NO ASSIGNMENT, SUBLICENSE OR TRANSFER

20.1 You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.

21. ENTIRE AGREEMENT

21.1 This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY US TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS AGREEMENT.

22 CD CONTACT DETAILS

Choose Digital, Inc.

Registered office at 310 NW 26th Street, Suite 4, Miami, FL 33127, USA.

ANNEX

Additional Usage Rules

If you are accessing music Content from our Website:

(a) You are authorized to use the Content on up to 1 authorized devices at any time. CD reserves the right to limit the number of authorized devices further and the number of authorized downloads to comply with the wishes of its licensors.

(b) You may not use full track music as a musical “ringer” in connection with mobile phone calls.

(c) Content in the MP3 or AAC format does not contain security technology that limits your usage of such Content and you may use them as reasonably necessary for personal, non-commercial use, and in accordance with any additional terms of use set forth by the licensor of the content.

 

Last Modified: May 8, 2014