Terms of Use
Last updated: April 2023
This Terms of Use Agreement (“Agreement”) is a legally binding and valid agreement between you (“you” and “your”) and the Napster Innovation Foundation, (collectively, and with their affiliates, subsidiaries, and assigns, “Napster,” “our,” “us,” or “we”). Napster Foundation manages the Napster Network to enhance the relationship between artists and their fans. This Agreement governs your rights and obligations with respect to your use of and access to the Services.
In certain situations, we make the Services available through partners, including mobile carriers, device manufacturers, app stores, and others (“Partners”). If you have subscribed to or accessed the Services by means of one of our Partners, this Agreement is in addition to any agreement you may have with that Partner, and Napster may provide the Services to you on behalf of the Partner. This Agreement applies regardless of whether your billing relationship is directly with Napster, or with a Partner.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.
Accessing and Using the Services
Requirements for Access
Some of Napster’s Services require a subscription and recurring payment over a specific length of time (e.g. a week, a month, or a year) in order to maintain access to the Services. Other Services may require non-recurring payments to access certain features. Other Services may not require payment from you at all. The available features depend upon the specific Service or tier of Service you use, and will be communicated to you as part of the sign-up or on-boarding process, or built into the software that allows you to access the Services. You may sign up for the Services through one of our Partners, in which case you may be subject to a separate agreement with that Partner, and may be required to make payment (including payment for the Services) directly to the Partner. Many functions of the Services require access to the Internet, and any associated connectivity or data charges are your sole responsibility. You may only use the Services for your personal, non-commercial use.
Registration and Your Account
Some of the Services require you to obtain a Napster account by completing a registration process either on our website or on one of our mobile apps. If you provide us with required or optional personal information during any applicable registration process, this information must be true, accurate, current, and complete. You may change any of your account information, including your payment method, at any time, and are obligated to update it if it changes. The Napster Privacy Policy governs all information you provide to us, whether during the registration process or during your access and use of the Services. If you provide us with a payment method, such as a credit card, you represent that you are authorised to use it.
If we suspend or terminate your account, you cannot create another one without our permission. You are solely and entirely responsible for maintaining the confidentiality of your account credentials and for any and all activities that occur under your account. If your account includes sub-accounts (such as for a family plan), you are responsible for payment and compliance with this Agreement for all sub-accounts associated with your account, regardless of who is actually using the sub-accounts. If you believe someone has used your account without your authorisation, you should inform Napster and set up a new password.
Minimum Age
You must be at least 18 years old or the age of majority in the territory where you reside (whichever is higher) (the “Age of Majority”) to accept this Agreement and create an account without the prior consent of a parent or legal guardian (“Parental Consent”), and at least 13 years old (or the legal minimum to enter into contracts with the consent of a legal representative in the territory where you reside, whichever is higher) (the “Minimum Age”) to accept this Agreement and create an account with Parental Consent. If you are a parent or guardian of a dependent who is above the Minimum Age but below the Age of Majority, and thereby not old enough to accept this Agreement and create an account, you may accept the terms of this Agreement and create an account on behalf of your dependent. In that case, you agree to take responsibility for the actions of your dependent, the charges associated with your dependent’s use of the Services, and your dependent’s compliance with this Agreement. YOU AGREE TO TAKE STEPS AS ARE APPROPRIATE TO ENSURE SUCH COMPLIANCE AND WILL INDEMNIFY AND HOLD NAPSTER, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS PARTNERS HARMLESS FROM ANY BREACH OF THIS AGREEMENT.
Your Profile
When you register for the Services, you are assigned a user profile, which you may use to organise your favourite music, discover new music, and interact with other users. Certain tiers of the Services may allow for more than one profile per account. You may customise your profile by adding a name, photo, or other information to it. Depending on the privacy settings you choose, your profile may be publicly discoverable and accessible to others (including people who do not use the Services), or it may be private and hidden from others. The Napster Privacy Policy has more details about the privacy settings for your profile, including the default status, and how we use the information you provide when customising your profile. It is your responsibility to be aware of and control the privacy settings for your profile. You may also be able to link your Napster profile with other third-party social networks and, for example, post information from your Napster profile to those networks; the terms applicable to those networks govern your use of them. You are responsible for the content of your profile and any information you post to third-party social networks.
Posting User Content
You are solely responsible for all profile information, data, messages, images, playlists, playlist names, links, communications, images, files, or other materials (collectively “User Content”) you create, post, or otherwise add to the Services. Napster’s uses of any User Content shall be governed by the Napster Privacy Policy, and more information is available there about how to control who sees the User Content you post. Napster is not liable to you for any third-party claims arising from User Content you post on the Services, and you agree to indemnify Napster for such claims pursuant to Section 9 below.
By posting User Content, you represent that you control the relevant rights to it, and that it does not violate any privacy, publicity, technical, commercial protection, or intellectual property rights of any party, or any applicable law regarding competition, content, or youth protection. Napster is not liable to you for any claims of infringement of intellectual property rights or other third-party rights arising out of or in connection with any User Content that you post, and you hereby agree to indemnify Napster in accordance with the terms of Section 9 below, for any such intellectual property and/or third-party claim. You grant Napster a non-exclusive, worldwide, perpetual, royalty-free, irrevocable, transferable licence to use, display, reproduce, make available to the public, distribute, create derivative works of, modify, translate, delete, or publish all User Content you post (in whole or in part), and a similar licence to use for promotional or commercial purposes all User Content you post and make available publicly, without any obligation to make any payment to you or others or to give you credit, for so long as such User Content remains on the Services. Napster does not make any claim of ownership to any User Content you post.
Community Guidelines
You must be respectful of others within the Napster community. You agree that you will not post any User Content that falls into any of the following categories: (a) commercial communications (including, but not limited to, spam, multi-level marketing schemes, or unauthorised advertising); (b) viruses or other malicious, harmful, troublesome, or nuisance code that interferes with another user’s ability to use the Services; (c) solicitation of other users’ login information or account access; (d) content that is abusive, defamatory, hateful, threatening, intimidating, harassing, indecent (including, but not limited to, pornography), fraudulent, misleading, illegal, or violent; (e) content that could disable, overburden, or impair the proper working or appearance of the Services or other third-party services, such as a denial of service attack or interference with page rendering or streaming or other functionality; (f) content that facilitates or encourages violation of this Agreement or Napster’s other policies; (g) content that impersonates another person (including a recording artist, record label, or music publisher) or is designed to deceive others about the source of the information; (h) content that is associated with attempts to decipher, decompile, or reverse engineer any of the software used to provide the Services; (i) content that encourages or enables any other individual to do any of the foregoing; or (j) content that is, encourages, or makes up part of anything that is, otherwise unlawful ( collectively, the “Prohibited Content”).
Posting of any material that Napster deems, in its sole discretion, to be Prohibited Content or objectionable in any way, may result in immediate removal of the Prohibited Content and immediate suspension, termination, or permanent deletion of your user account and User Content. Napster is not responsible for any loss of personal data resulting from termination or permanent deletion of your account. If you have posted Prohibited Content more than twice, you will be deemed a repeat offender, and Napster may, in its sole discretion, permanently block your access to the Services.
Abuse
Napster reserves the right, in its sole discretion, to review, edit, restrict, remove, or otherwise approve any User Content, but Napster is under no general obligation to preventatively monitor or remove any User Content. To the extent Napster does monitor or remove User Content, the fact that Napster engages in such monitoring or removal shall not be deemed to make Napster responsible for or aware of any User Content. Napster is not responsible for User Content, nor does it endorse any User Content. If you believe any User Content to be inappropriate, please report abuse by contacting help@napsterfoundation.org or by following other instructions we may provide, but Napster is under no obligation to remove even reported inappropriate User Content.
Napster uses monitoring procedures designed to prevent individuals from unfairly influencing charts or Napster’s accounting of plays through the Services. Napster reserves the right to remove any identified or suspected “gaming” plays on the Services both for royalty accounting and charting purposes and to suspend or cancel the account of any user suspected of such “gaming.”
We may, in our sole discretion, remove, disable, edit, and monitor any User Content from the Services for any reason without notice to you or any other user. Napster reserves any and all available rights or remedies. In the event that you violate such terms, and you are (or are acting for the benefit of) a provider of content that appears within the Services, such breach may also result in the removal of such content from the Services and the withholding of royalties related to such content.
Disclaimer of Warranty
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND NAPSTER, ITS CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND ITS DISTRIBUTION AND SYNDICATION PARTNERS, AS APPLICABLE (COLLECTIVELY, THE “NAPSTER ENTITIES”), EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND FOR THE SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
USE OF THE SERVICES IS AT YOUR OWN RISK. THE NAPSTER ENTITIES MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE COMPLETE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ACCURATE, FREE OF VIRUSES, ERROR FREE OR THAT DEFECTS OF ANY KIND WILL BE CORRECTED. THE NAPSTER ENTITIES MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES, AND NO ORAL OR WRITTEN ADVICE, RELEASE OR INFORMATION PROVIDED BY THE NAPSTER ENTITIES TO YOU SHALL CREATE A WARRANTY. FURTHER, THE NAPSTER ENTITIES MAKE NO WARRANTY THAT THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO UNINSTALL THE SERVICES AND STOP USING THEM.
Limitation of Liability
General
THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE NAPSTER ENTITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AGENTS OR AFFILIATES, SHALL NOT BE LIABLE FOR PERSONAL INJURY, OR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, PECUNIARY LOSS, LOSS OF INFORMATION OR DATA, BUSINESS OR PERSONAL USE INTERRUPTION OR ANY OTHER COMMERCIAL OR PERSONAL DAMAGES OR LOSSES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF NAPSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE NAPSTER ENTITIES BE LIABLE FOR ANY CLAIMS OR DAMAGES IN EXCESS OF THE AMOUNT YOU PAID TO NAPSTER DURING THE PREVIOUS 12 MONTHS (THE “REFUND”). THE REFUND WILL BE PROVIDED TO YOU WITHOUT CHARGE, EXCEPT YOU ARE RESPONSIBLE FOR ANY EXPENSES YOU MAY INCUR IN RELATION TO RECEIVING IT. THE FOREGOING LIMITATIONS SHALL APPLY AT ALL TIMES, REGARDLESS OF WHETHER THE REFUND REMEDY FAILS OR IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.
Subscriptions through a Partner
If you have subscribed to the Services through one of our Partners, you understand that the Partner is your contracting party and the terms of any agreement you have with the Partner governs your relationship with them. Napster is not responsible or liable for any defect or other violation under your agreement with our Partner, and any of your claims arising from that agreement shall be asserted against the Partner.
Indemnification
To the extent allowable by applicable law, you agree to defend, indemnify, compensate, and hold Napster, its parents, shareholders, subsidiaries, affiliates, officers, directors, employees, service providers, distributors, licensors, agents, successors, assigns, Partners, and other representatives (as well as their officers, employees, and agents) harmless from all third-party claims, judgments, liabilities, expenses, costs or related penalties, including, without limitation, reasonable attorneys’ fees, arising out of, resulting from or in any way connected to (a) any User Content you post on the Services, (b) your access to, use of, or misuse of the Services or the Content, (c) your breach of this Agreement, or (d) your violation of any law, regulation, intellectual property, or other rights of a third party.
Changes to this Agreement
We may, at our sole discretion, change this Agreement from time to time. If we make changes, we will notify you by revising the “Last Updated” date at the top of this Agreement, and for significant changes, we may provide you with additional notice (such as by sending you a notification) or ask you to explicitly accept the new version of this Agreement. Any changes will become effective 14 days after notification. If you object to any of the changes, you may terminate your account and stop using the Services. If we do not ask you to explicitly consent to the changes, your continued use of any Service or your explicit consent following a change will constitute your binding acceptance of the change.
Dispute Resolution and Arbitration
Applicable Law
Unless otherwise specified in Section 13 below (as in the case of Brazilian or European consumers), this Agreement shall be construed in accordance with and governed by the laws of the State of Washington, United States of America, without regard to choice or conflicts of laws principles (the “Applicable Law”). This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
Final and Binding Arbitration
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NAPSTER HEREBY WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL IN ANY APPLICABLE JURISDICTION. Any and all disputes, controversies or claims (collectively, “Claims”) arising under or relating to the breach, interpretation or application of the terms of this Agreement or any extension or modification of the Agreement, regardless of the applicable legal theory, shall be exclusively resolved by a single arbitrator through final, binding and confidential arbitration, as follows:
If you are a resident of the United States of America, any arbitration between you and Napster will be administered by the American Arbitration Association under its then-current Commercial Arbitration Rules (available here), as modified by this Agreement;
If you are a resident of a member state of the European Union, the provisions of this Section 11(b) through (h) do not apply to you – please see Section 13;
If you are a resident of any other territory, any arbitration between you and Napster will be administered by the International Chamber of Commerce, under its then-current Rules of Arbitration (available here ), as modified by this Agreement.
Any arbitrator so appointed shall adhere to the Applicable Law and applicable rules of arbitration (the “Arbitration Rules”), and shall be empowered to (i) determine the appropriate venue for the arbitration or the method for conducting the arbitral process (such as by written submissions or telephonic hearings) in lieu of the parties meeting at a physical venue, upon considering the territorial location of the parties, (ii) award actual money damages (but not punitive damages) against the party found to have violated this Agreement, and (iii) grant in his or her award, injunctive or other types of equitable relief, to enforce specific performance of this Agreement, and to prevent any continuing or further violation of its terms. Except as otherwise provided in this Agreement, the arbitrator’s decision will be final. Judgment upon the award rendered in such arbitration may be entered in any court having jurisdiction, provided that any award may be challenged if the arbitrator fails to follow the Applicable Law.
Arbitration Process
If your Claim is for US$10,000 or less, Napster agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as determined by the applicable Arbitration Rules. If your Claim exceeds US$10,000, the Arbitration Rules will determine the right to a hearing.
Arbitration Fees and Awards
The cost of any arbitration shall be borne equally by the parties, except that each party shall be responsible for its own attorneys’ fees. If the arbitrator rules in your favour, then Napster will pay you the greater of (i) the amount of the award stated by the arbitrator, (ii) the amount of Napster’s most recent written settlement offer, or (iii) US$1,000.
Class Action Waiver
You and Napster both agree that each may only bring a Claim against the other in an individual capacity, and not as a plaintiff or class member in any purported class action or other representative proceeding. Further, unless you and Napster agree otherwise, no judge or arbitrator may consolidate more than one person’s Claims or otherwise preside over any form of representative or class proceeding.
Prior Negotiations
Before initiating any arbitration or proceeding, you and Napster may agree to first attempt to negotiate any Claim informally for at least 30 days; provided, however, the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or Napster’s intellectual property rights; and (ii) any Claims related to allegations of theft, piracy or unauthorised use of the Service. A party who intends to seek such negotiation must first send to the other, by certified mail or commercial delivery service, a written Notice of Dispute (“Notice”). The address to send a Notice to Napster is Rhapsody International Inc., Legal Department, 1411 4th Avenue, Suite 1200, Seattle, WA 98101 USA. The Notice must (i) describe the nature and basis of the Claim, and (ii) set forth the specific relief sought.
Exceptions to Arbitration
Notwithstanding anything to the contrary in this section, either party may, in lieu of arbitration, assert an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction. As some jurisdictions do not allow for some of the dispute resolution provisions set forth in this Agreement, some of these provisions may not apply to you.
Severability
With the exception of the sub-sections 11(a) and (b), if any portion of this Section 11 is found to be illegal or unenforceable or excessively broad as to duration, geographical scope or activity, then that portion shall be construed so that the remaining portions of this section shall not be affected, but shall remain in full force and effect, and any such illegal or overly broad portion shall be deemed, without further action on the part of any party, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable. If nonetheless, the portion of this section is considered to be illegal or unenforceable, that portion will be severed and the remainder of this section will be given full force and effect. If either or both of sub-sections 11(a) or (b) are found to be illegal or unenforceable, then, unless otherwise required by applicable law, any such Claim will be exclusively decided by a court of competent jurisdiction within Seattle, State of Washington, USA, and you and Napster agree to submit to the venue, personal and subject-matter jurisdiction of that court.
General
No delay or failure to take action under this Agreement shall constitute any waiver by Napster of any provision of this Agreement. Any waiver by Napster of any of the provisions of this Agreement must be express and in writing, and will not mean that Napster will waive any other provision in another situation.
If any portion of this Agreement is held to be invalid or unenforceable, or excessively broad as to duration, geographical scope or activity, then that portion shall be construed so that the remaining portions of this Agreement shall not be affected, but shall remain in full force and effect, and any such illegal or overly broad portion shall be deemed, without further action on the part of any party, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in the applicable jurisdiction. If nonetheless, a portion of this Agreement is considered to be unenforceable by a court of competent jurisdiction, then the remainder of the Agreement shall continue in full force and effect.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. To the extent permitted by applicable law, Napster may assign this Agreement as it deems appropriate for any reason at any time. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. This Agreement (along with all documents expressly incorporated herein by reference, including, but not limited to, the Napster Privacy Policy and the Napster End User Licence Agreement ) and any terms related to a Special Promotion that you agree to, constitute the entire and exclusive Agreement between you and Napster and supersede and replace any and all prior oral or written understandings or agreements between Napster and you.
Except as expressly stated in this Agreement, a person who is not party to this Agreement shall not have any rights under or in connection with it.
This Agreement may be available in various translations, but to the extent allowable by applicable law, the English version controls. If another translation applies to you, you acknowledge that this Agreement was written in English and translated into other languages, and translation errors may exist.
Except as expressly stated in this Agreement, a person who is not party to this Agreement shall not have any rights under or in connection with it.
This Agreement may be available in various translations, but to the extent allowable by applicable law, the English version controls. If another translation applies to you, you acknowledge that this Agreement was written in English and translated into other languages, and translation errors may exist.