Friday, April 13, 2012

Terms for Google Music (March 6, 2012)

Additional Terms of Service for Music on Google Play

Last modified: March 6, 2012

1. Introduction

Google Play includes certain music-related services, which are described in greater detail below and defined as the "Music Services." By using the Music Services, you agree to be bound by these Additional Terms for Music on Google Play ("Additional Music Terms") as well as theGoogle Terms of Service, the Google Play Terms of Serviceand the Google Privacy Policy, each of which is incorporated into these Additional Music Terms by this reference. The foregoing agreements and these Additional Music Terms are referred to collectively as the "Collective Terms." If these Additional Music Terms conflict with any of the other agreements that comprise the Collective Terms, these Additional Music Terms will govern.

2. Music-Related Content and Services on Google Play

2.1 Music Content. The Google Play store allows you to browse, preview, stream, purchase, download, recommend and use a variety of digital music and music-related content, such as music files, music video files, previews, clips, artist information, user reviews, professional third-party music reviews and other digital content ("Music Content"). Music Content may be owned by Google or its third-party partners and licensors and may contain watermarks or other embedded data.

2.2. Uploaded Content. You can also use Google Play to upload digital content to Music Storage through the Music Software (as each is defined below), including music files, related metadata and album art ("Uploaded Content"). For the avoidance of doubt, Music Content does not include Uploaded Content.

2.3 Music Services. Google Play provides you with access to (a) server space that you can use to store music and associated data files that you download or side-load through Google Play or upload to such server space ("Music Storage") and (b) software applications (including web, desktop and mobile applications) and related services that allow you to upload, manage, access and play music through Music Storage ("Music Software"). Music Storage and Music Software are collectively referred to in these Additional Music Terms as the "Music Services," and each of Music Storage and Music Software is a "Service" as defined in the Google Terms of Service.

3. Use of the Music Services

3.1 Usage Requirements; Updates. To use the Music Services, you must have (a) a Google account, (b) software and a device compatible with the Music Services and Google Play (each such device, a "Device") and (c) Internet access. You may also need to install updates to the Music Services from time to time. It is your responsibility to make sure you meet these requirements when you use the Music Services.

3.2 Use of Uploaded Content. By uploading Uploaded Content to Music Storage, you are storing a unique copy of such content and requesting Google to retain it on your behalf and to make it accessible to you through your Google account. By using the Music Services, you are requesting that Google make all of the necessary functions and features of the Music Services available to you in order to facilitate your use of Uploaded Content. Additionally, by accessing or using Uploaded Content through the Music Software, you are initiating and performing the corresponding functions on Google's servers, together with any related steps necessary to achieve them, through Music Storage. You understand that Google, in performing the required technical steps at your direction to provide you with the Music Service, may (a) transmit Uploaded Content over various networks and in various media and (b) make such changes to Uploaded Content as are necessary to conform and adapt it to the technical requirements of connecting networks, devices, services or media. You confirm and warrant to Google that you have the necessary rights to upload Uploaded Content to Music Storage and to instruct Google to perform the actions described in this section.

3.3 Third-Party Fees. You may incur access or data fees from third parties (such as your Internet provider or mobile carrier) in connection with your use of the Music Services. For instance, you may incur such fees if you use the Music Services on or through third-party services or devices. You are responsible for all such fees.

3.4 Social Recommendations. When you purchase Music Content, you may be given the opportunity to share all or a portion of the Music Content to your profile on Google+ or other Google-approved social networks or online destinations, as determined by Google in its sole discretion ("Social Recommendation"). Your use of Social Recommendations shall be subject to the Collective Terms and any other terms and conditions applicable to the social networks or online destinations to which you share such Social Recommendations. Google may impose limitations on your Social Recommendations. For example, Google may render the Music Content associated with any Social Recommendation as a limited-length preview rather than a full-length play.

4. Purchasing Music Content

4.1 Direct Sales; Agency Sales. When you purchase Music Content on Google Play, you will purchase such content either (a) directly from Google ("Direct Sale") or (b) from the provider of the Music Content (the "Partner"), where Google is acting as agent for the Partner ("Agency Sale"). For each Direct Sale, you will enter into a contract based on the Collective Terms with Google in relation to your use of the Music Services and the Music Content that you purchase in such Direct Sale. For each Agency Sale, you enter into such a contract with the applicable Partner from whom you are purchasing Music Content.

4.2 Pricing. For both Direct Sales and Agency Sales, Google displays the pricing for the Music Content on Google Play. Pricing and availability of any Music Content are subject to change at any time.

4.3 All Sales Final. Except as expressly set forth in these Additional Music Terms, all sales are final, and no returns, replacements or refunds are permitted. If a replacement, return or refund is granted for any transaction, the transaction will be reversed, and you will no longer be able to access the Music Content that you acquired through that transaction.

4.4 Removal of Content. Subject to the Collective Terms, Music Content that you purchase will be available to you through the Music Services for as long as Google has the right to make such content available to you. In certain cases, Google may remove or cease providing you with access to certain Music Content that you have purchased. If reasonably practicable, Google will provide you with reasonable prior notice of any such removal or cessation. If you are not able to download a copy of the Music Content before such removal or cessation, then Google will, at its election and solely as an accommodation to you, offer you either (a) a replacement of the Music Content if possible or (b) a refund of the price of the Music Content. If Google elects to issue you a refund, you understand and agree that a refund of your purchase price shall be your sole remedy.

4.5 Free Music Content. Google may allow you to download Music Content free of charge. Any terms and conditions that apply to purchased Music Content will apply to free Music Content, except with respect to payment-related matters (for example, the refund-related provisions of these Additional Music Terms do not apply to such free Music Content). Google may impose limitations on your access and use of certain free Music Content.

4.6 Purchase of a Service. When you purchase Music Content you are buying a service. Performance of this service begins as soon as the purchase is complete, as the Music Content will then be available to you through your account.

4.7 Errors or Defects in Music Content. Once Music Content becomes available to you through your account after you purchase such content, you should (a) check the Music Content as soon as possible to ensure that it has downloaded correctly and (b) notify us as soon as reasonably possible if you find any errors or defect in such Music Content. If a technical problem results in an incomplete or a corrupt file, Google may elect to offer you a replacement or a refund (in each case, in its sole discretion and solely as an accommodation to you). You should notify us of any errors or defects that you identify in any Music Content that you purchase within 7 days of your purchase.

5. Rights and Restrictions

5.1 Your Rights in Content. Your rights in Uploaded Content and Music Content are as follows:

Uploaded Content. You retain any rights that you already hold in Uploaded Content. For the avoidance of doubt, Uploaded Content is not subject to the license grant to Google in the section of the Google Terms of Service titled "Your Content in our Services."

Music Content. Subject to your compliance with the Collective Terms and any Device-related limitations set by Google, you may (a) download your purchased Music Content to your Devices and (b) access, use and display such Music Content on your Devices and through the Music Services, in each case, solely as expressly authorized by Google.

5.2 Restrictions. The following restrictions apply to your use of the Music Services and the Music Content:

Personal Use. You may use the Music Services and the Music Content only for your personal, non-commercial entertainment use, subject to terms and conditions set forth in the Collective Terms. All other uses are prohibited.

Lawful Use. You agree that (a) your rights to use the Music Content are limited by law and by the Collective Terms, and (b) you may not make any unlawful use of the Music Content (including any use that infringes copyright). Subject to the foregoing, nothing in the Collective Terms will prohibit any use of Music Content that would otherwise be permitted under applicable law. You acknowledge and agree that you are solely responsible for your own conduct in connection with the Music Services and Uploaded Content and for any consequences of that conduct.

Geographic Restrictions. The Music Services and Music Content are currently available only to residents of the United States. You agree that you will not present any false, inaccurate or misleading information in an effort to misrepresent yourself as a resident of the United States, and you will not attempt to circumvent any restrictions on access to or availability of the Music Services or Music Content.

Capturing of Streams. You may not use the Music Services or Music Content in conjunction with any stream-ripping, stream capture or similar software to record or create a copy of Music Content that is presented to you in streaming format.

Sharing. You may not use Music Content as part of any service for sharing, lending or multi-person use, except as specifically permitted and only in the exact manner specified and enabled by Google (for example, through Social Recommendations).

Public Performance. You may not use Music Content for the purpose of any public performance or public display. Use of a tool or feature provided as an authorized part of the Music Services (for example, Social Recommendations) is permitted, provided that as you use the tool or feature as specifically permitted and only in the exact manner specified and enabled by Google.

Sale, Distribution or Assignment to Third Parties. You may not sell, rent, lease, redistribute, broadcast, transmit, communicate, modify, sublicense or transfer or assign your rights to the Music Content to any third party without authorization, including with regard to any downloads of Music Content that you may obtain through the Music Services. Use of any tool or feature provided as an authorized part of the Music Services (for example, Social Recommendations) shall not violate this provision so long as you use the tool as specifically permitted and only in the exact manner specified and enabled by Google.

Proprietary Notices. You may not remove any watermarks, labels or other legal or proprietary notices included in the Music Content, and you may not attempt to modify any software or Music Content obtained through the Music Services, including but not limited to modifications made for the purpose of disguising or changing any indications of the ownership or source of the Music Content.

Unauthorized Access.

Circumvention of Security Features. You may not circumvent, disable, defeat, reverse engineer, decompile or tamper with any of the security features or components that protect the Music Services or the Music Content. If you violate any security feature, you may incur civil or criminal liability

Device and Application Limitations. You must adhere to all limits that Google places on the number of Devices and/or software applications you may use to access Music Content. Such limits may be set at any time in Google's sole discretion. In some circumstances, we may change such limits in relation to Music Content that you have previously purchased (for example, where we are required to do so by law or contractual obligations). Google may record and store the unique device identifier numbers of your Devices in order to enforce such limits.

Compliance With Settings. You must observe and comply with any settings or parameters set by Google or a copyright holder in connection with the Music Content. For example, Google or the copyright holders may correct errors in the Music Content, add additional features or change the security features or regional availability of the Music Content. Where these changes are made, the Music Content may automatically update.

6. Miscellaneous

6.1 Termination. Without limiting anything in the Google Terms of Service, if you fail to comply with the Collective Terms, Google may (a) terminate your rights as to the Music Services and the Music Content without notice and (b) immediately revoke your access to the Music Services or to Music Content without notice to you and without refund of any fees.

6.2. Assignment by Google. Google is allowed at any time either to assign or subcontract all or part of its rights and obligations under these Additional Music Terms to one or more Google entities.

6.3. Third-Party Provisions. Notwithstanding anything to the contrary in the Collective Terms, the third parties who license their musical or other content to Google as Music Content or for other use in connection with the Google Play store (including Partners in the case of Agency Sales) are intended third party beneficiaries under these Additional Music Terms solely with respect to the specific provisions of these Additional Music Terms that directly concern their content ("Third-Party Provisions"), and solely for the purpose of enabling such third parties to enforce their rights in such content. For the avoidance of doubt, nothing in Additional Music Terms confers a third-party beneficiary right upon any party, with respect to any provision that falls outside the Third Party Provisions, which includes but is not limited to any provisions or agreements incorporated by reference, or that may be referenced without incorporation, in these Additional Music Terms.

6.4 Third Party Software. To the extent that the Music Services includes components governed by third-party or open source licenses with provisions inconsistent with the Collective Terms, those components are instead governed solely by the applicable third-party or open source licenses. Information regarding those licenses (except for software provided by Gracenote, Inc., for which the terms are included at the end of this agreement) can be obtained at the following location:

AMG Data

Some Music Content on the Services is provided by Rovi through their product known as All Media Guide or AMG. AMG Data is Music Content under these Additional Music Terms and all restrictions applicable to Music Content are applicable to the AMG Data.

Gracenote Software

This application or device may contain, call, or utilize software from Gracenote, Inc. of Emeryville, California ("Gracenote"). The software from Gracenote (the "Gracenote Software") enables this application to perform disc and/or file identification and obtain music-related information ("Gracenote Data") from online servers or embedded databases (collectively, "Gracenote Servers") and to perform other functions. You may use Gracenote Data only by means of the intended end-user functions of this application or device.

This application may contain content belonging to Gracenote's providers. If so, all of the restrictions set forth herein with respect to Gracenote Data shall also apply to such content and such content providers shall be entitled to all of the benefits and protections set forth herein that are available to Gracenote. You agree that you will use Gracenote Data, the Gracenote Software, and Gracenote Servers for your own personal non-commercial use only. You agree not to assign, copy, transfer or transmit the Gracenote Software or any Gracenote Data to any third party. YOU AGREE NOT TO USE OR EXPLOIT GRACENOTE DATA, THE GRACENOTE SOFTWARE, OR GRACENOTE SERVERS, EXCEPT AS EXPRESSLY PERMITTED HEREIN.

You agree that your rights to use the Music Services (and any Gracenote Data in the Music Services) will terminate if you violate these restrictions. Gracenote reserves all rights in Gracenote Data, the Gracenote Software, and the Gracenote Servers, including all ownership rights. Under no circumstances will Gracenote become liable for any payment to you for any information that you provide. You agree that Gracenote, Inc. may enforce its rights under this Agreement against you directly in its own name.

The Gracenote service may use a unique identifier to track queries for statistical purposes. The purpose of a randomly assigned numeric identifier is to allow the Gracenote service to count queries without knowing anything about who you are. For more information, see the web page for the Gracenote Privacy Policy for the Gracenote service.

The Gracenote Software and each item of Gracenote Data are licensed to you "AS IS." Gracenote makes no representations or warranties, express or implied, regarding the accuracy of any Gracenote Data from in the Gracenote Servers. Gracenote reserves the right to delete data from the Gracenote Servers or to change data categories for any cause that Gracenote deems sufficient. No warranty is made that the Gracenote Software or Gracenote Servers are error-free or that functioning of Gracenote Software or Gracenote Servers will be uninterrupted. Gracenote is not obligated to provide you with new enhanced or additional data types or categories that Gracenote may provide in the future and is free to discontinue its services at any time. GRACENOTE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GRACENOTE DOES NOT WARRANT THE RESULTS THAT WILL BE OBTAINED BY YOUR USE OF THE GRACENOTE SOFTWARE OR ANY GRACENOTE SERVER. IN NO CASE WILL GRACENOTE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR LOST REVENUES.

© 2011. Gracenote, Inc. All Rights Reserved

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