Napster.co.uk - Terms and Conditions

NAPSTER TERMS AND CONDITIONS

Effective as from June 1, 2006

This document (the “Agreement”) is a legal contract between you and Napster Luxembourg S.a.r.l (“Napster”) that governs your use of Napster’s online music services (the Napster subscription service and the “Napster Light” download sales services) available at www.napster.co.uk (together the “Service”). The terms below will apply to you if you register for and use the “Napster Light” download sales service (that is free to access). If you register for Napster’s subscription service (the “Subscription Service”), all the terms below will apply to you including the terms in the section below headed *Subscription Service Addendum will also apply. That is, members of the Subscription Service can access all of the features of Napster Light and they will also be able to access the extra features described in the Subscription Service Addendum.

AMENDMENTS

Napster may from time to time modify these terms and will post a copy of the amended Agreement at http://www.napster.co.uk/terms.html. If you do not agree to (or cannot comply with) the Agreement as amended, your only remedy is to stop using the Service and, if applicable, to cancel your Subscription Service subscription. You will be deemed to have accepted the Agreement as amended if you continue to use the Service after any amendments are posted.

AGE REQUIREMENT

You must be at least 18 years of age to agree to and enter into this Agreement on your own behalf and to register for use of the Service. If you are under 18 but at least 13 years of age, you must present this Agreement to your parent or legal guardian, and he or she must tick the box below to enter into this Agreement on your behalf. Children under the age of 13 may not register for this Service, and parents or legal guardians may not register on their behalf. By ticking the box indicating your acceptance to this Agreement, you represent that (i) you have read, understood and agree to be bound by this Agreement and (ii) you are at least 18 years old, either entering into this Agreement for yourself or entering on behalf of your child or a child in your legal care. If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his or her use of the Service, 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 tick the acceptance box and do not attempt to access the Service.

DESCRIPTION OF SERVICE

The Napster Light service allows you to listen to Samples (as defined below) and buy digital sound recordings (“Tracks”) for permanent ownership (including CD burning and transfer to portable devices) and related digital content (“Materials”). With the Subscription Service, you can sample and purchase Tracks for permanent ownership as you could with Napster Light but additionally, you can listen to full length songs while online and to store them on your computer for offline listening. To learn more about these features, please see the Subscription Service Addendum at the end of these terms. To access the Service, you will need to install or activate Napster’s proprietary software application; from time to time, you may also be required to install other software made available through the Service (collectively this software is called the “Client”). You may also need to install certain third-party software. You are responsible for any hardware, systems and/or software program(s) you use and any associated fees and expenses (a) to connect to or use the Internet, and/or (b) other than the Client, to use any Tracks or Materials. The Napster Service, the Tracks and the Materials are only for your personal, non-commercial use.

REGISTRATION

To use the Service, you must register and provide certain information, including a member (user) name, a password and a valid email address (“Registration Data”). You agree to provide accurate Registration Data and to update your Registration Data as necessary to keep it accurate. Napster will keep and use your Registration Data in accordance with its privacy policy which forms part of this Agreement and which you can review at http://www.napster.co.uk/privacypolicy.html.

You agree that you will not allow others to use your member name, password and/or account and you are solely responsible for maintaining the confidentiality and security of your account. You agree to notify Napster immediately of any unauthorised use of your password and/or account. Napster shall not be responsible for any losses arising out of the unauthorised use of your member name, password and/or account and you agree to indemnify and hold harmless Napster, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorised or illegal uses of the same.

USE OF SERVICE, SOFTWARE, TRACKS AND MATERIALS

Software. The Client and all other software made available by Napster on or through the Service is protected by intellectual property laws and your use of it is governed by this Agreement as well as any applicable end-user licence agreements. A copy of the current Client End-User Licence Agreement (“Napster EULA”) is available at http://www.napster.co.uk/eula.html.

Tracks and Materials. The Tracks and Materials are owned by Napster, its business partners, affiliates and/or licensors, as applicable, and are protected by intellectual property laws. You agree that the content rights holders that license their musical or other content to Napster for use in the Service are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern their content. You understand that your use of the Tracks and Materials is subject to the Usage Rules discussed below. You may not authorise, encourage or allow any Tracks or Materials used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed, communicated to the public or otherwise used by anyone else. You agree to advise Napster promptly of any such unauthorised use(s).

Usage Rules. Your access to and/or use of any Track(s) will be limited by the rules assigned to the Track(s) by Napster (“Usage Rules”) and described in this section. You may not attempt (or support others’ attempts) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with any Usage Rules or Tracks. Napster reserves the right to modify the Usage Rules at any time and your continued use of the Service after each such modification shall be deemed acceptance of any such modification.

A “Sample” is a portion of a Track or, in some cases, an entire Track or promotional music video 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 Samples as you like. You may not attempt (or support others’ attempts) to capture, copy, or download a Sample.

A “Purchased Track” is a Track that you can keep permanently and may (1) save to the hard drives of up to three (3) of your personal computers and play back at any time, (2) burn to a CD and/or (3) transfer to a compatible portable device. Any security technology that is provided with a Purchased Track is an inseparable part of it. If you have Purchased Tracks, it is your responsibility not to lose, destroy or damage them. Napster shall have no liability to you in the event of any such loss, destruction, or damage. You may purchase Tracks on an individual basis and you may also be offered the ability to purchase Tracks in groups (called “Track Packs”), sometimes at discounted pricing. If you purchase a Track Pack, your account will be credited for the number of Tracks that are included in the Track Pack and you will then be able to use those credits towards future Track purchases but only for up to one year from the time that you purchased the Track Pack. Track Packs must be used within one year of purchase.

You may burn each Purchased Track to a CD up to five (5) times as part of any particular playlist of songs. A “playlist” is a discrete group of Purchased Tracks that are arranged together in a particular order. Once you have burned a Purchased Track to a CD, you agree not to copy, distribute, or transfer the track from that CD to any other media or device.

You may transfer a Purchased Track an unlimited number of times to up to three (3) portable devices that are compatible with the Service’s Usage Rules and security requirements. For a current list of compatible devices that meet these requirements, please see http://www.napster.co.uk/compatible_devices. Once you have transferred a Purchased Track to a compatible portable device, you agree not to copy, distribute, or transfer it from that device to any other media or device.

The burning or transfer permissions provided for herein shall not operate to waive or limit any rights of the copyright owners in Tracks or Materials or any works embodied in them.

If you are using the version of the Service that is accessible from Microsoft Corporation’s Windows Media Player 9 Series, you will be able to burn or transfer Purchased Tracks using the Windows Media Player only. In addition, if you are using the version of the Service that runs in Microsoft Corporation’s Windows XP Media Center Edition 2004, certain features that are available in the Service will not be available in the “distance viewing” experience.

Sync/Restore. Napster will maintain a record of your Purchased Tracks. You may use the “Sync/Restore” function to obtain another copy of those Purchased Tracks for up to two additional computers that you own.

Importing Tracks. You can use the Napster Client to import certain song files that you have obtained independent of the Service and play them using the Client. The Client currently only supports MP3 and Windows Media files. Napster does not represent or guarantee that the Client will successfully import or support any song files that are not Tracks supplied by Napster. Further, Napster does not purport to grant you any rights to use any such song files. Your use of such song files must be subject to another grant of rights that you have received from the copyright holder(s) and any other legal rights holders (please note that there may be more than one copyright involved in any track). If you infringe copyright law, there may be fines or criminal charges brought against you, even if you don’t get any commercial benefit from the illegal copies. You agree to indemnify and hold harmless Napster, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for all claims resulting from your use of such song files and/or from your infringement of any copyright law by such use.

Product Availability. On occasion, technical problems or expiry of Napster's right to make certain Tracks and/or Materials available may delay or prevent delivery of Purchased Tracks and Materials to you. Receipt of your order or request does not guarantee that we can supply the selected products to you. All of the products and services on the Napster website are subject to availability and Napster therefore reserves the right in exceptional circumstances to limit the quantity of products we supply or to supply only part of an order or to divide up orders, or limit the "Sync/Restore" function for certain Tracks. Where any of these events occur, we will inform you as soon as possible. Your sole remedy with respect to Purchased Tracks and any Materials that are not delivered will be either replacement of such products or refund of the price paid for such content, at Napster’s discretion.

InBox/Sending Messages. When you register for the Service and download the Client, you will receive a Service “Inbox” that can be used to receive or send email messages (collectively, the “Napster Messaging System” or “NMS”). You may send NMS messages to other Service members or to regular email addresses. When you send an NMS message, the recipient will be able to reply to the email address that you have provided to Napster upon registration. Therefore, you should not use the NMS functionality to send messages to any person(s) to whom you do not wish to share your personal email address. If you do not wish to receive any NMS messages from a particular Service member, you may utilise the “Blocked Senders List” functionality within the Client.

Monitoring Public Areas. The Service may have features that allow you to exchange messages with other members (via “Public Areas”). The text of any NMS message is also considered to be a “Public Area.” Napster may, but is not obliged to, restrict your use of NMS, monitor any activity or edit or remove content in Public Areas, or restrict access by other members to your NMS messages. Napster takes no responsibility and assumes no liability for any content, materials, messages and the like that you or any other member posts to or views in a Public Area or makes available via a “Public Profile,” or sends to or receives from another member over NMS or an instant messenger system. You agree to indemnify and hold harmless Napster, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, from and against all claims resulting from content, messages, materials and the like that you post to any Public Area, including by sending via NMS.

Promotions and Gift Certificates. You may use the Gift Certificate functionality within the Client to send gift Tracks and/or Napster Subscription Service memberships to third parties, following the instructions within the Client. After you click the “Buy” button and purchase the gift certificate, the gift that you have purchased will be emailed to the address that you provided and your credit card will immediately be charged for the value of the gift. This charge will be separate from your current membership or any credits for Tracks that you have previously purchased. Gift certificates are not refundable, exchangeable or cancellable once purchased. Napster Gift certificates must be redeemed within one year from purchase.

If you have received a valid promotional code or gift certificate for Napster Tracks, you should follow the instructions that you have received with such promotion to redeem your credits. If you have properly input a valid promotional offer, your account should be credited with credits for the applicable number of Tracks (or, to access the applicable Napster Subscription Service membership). Napster promotional offers and gift certificates are subject to any expiry dates that may be communicated with the offer and are not redeemable for cash (and any unused portion may not be returned for cash or any other value). Napster reserves the right in exceptional circumstances to alter the availability or duration of, or to terminate at any time, any promotion. Napster has the right to request alternative forms of payment and/or close customer accounts if a fraudulently obtained promotional offer or gift certificate is presented.

Restrictions. You may not use the Service, including NMS, to transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, pornographic, inflammatory, threatening, of a “spamming” nature, defamatory, or invasive of privacy; (ii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer systems; or (iii) that infringe third party rights or harm minors in any way. Napster will fully co-operate with any appropriate authority or Court order requesting or directing Napster to disclose the identity of anyone posting any such information or materials. You may not interfere with or disrupt the Service or any networks connected to or by the Service. In addition, you may not use a false email address or otherwise mislead other members as to your identity or to the origin of a message or content. By posting messages, inputting data, or engaging in any other form of communication through the Service, you agree that Napster may copy, sublicense, adapt, transmit, publicly perform or display any such content to provide and/or promote the Service subject always to applicable legal restrictions, and/or to respond to any legal requirement, claim or threat. If Napster’s use of such content exploits any proprietary rights you may have in such material, you agree that Napster has an unrestricted, royalty-free, non-exclusive and perpetual worldwide right to use such material as described above. You agree that any loss or damage of any kind that you incur as a result of the use of any messages, content or material that you upload, post, transmit, display or otherwise make available through your use of the Service is solely your responsibility.

International Considerations. Currently, the Service is only available to residents of the United Kingdom. You understand and acknowledge that you may not sign up for, access, or attempt to access or use the Service from countries outside of the UK.

All rights not expressly granted to you in this Agreement are reserved to Napster and/or its licensors.

CHARGES / BILLING

Agreement to Pay. You agree to pay for all Tracks and Materials that you purchase through the Service and Napster may charge your credit card for any such payment(s). Napster may, in its discretion, post charges to your credit card individually or may aggregate your charges with other purchases you make on the Service. Your credit card will only be charged after we have verified your card details, received credit authorisation and confirmed product availability. You are responsible for keeping your Napster account secure and confidential and you will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the credit card you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information in the “Member Information” section of the “My Account” area.

All prices include VAT (where applicable) at the current rates but exclude any delivery charges for goods, which are stated when you place your order (as these may vary depending on delivery option and location).

Methods of Payment. Napster accepts the following forms of payment for online purchases:

Visa, Visa Delta, Visa ElectronMasterCard, Eurocard
American Express
Switch, Solo

Right to Change Prices. All prices for products within the Service are subject to change by Napster at any time. While Napster tries to ensure that all prices on the website are accurate, errors may occur. If Napster discovers an error in the price of any goods or services you have ordered it will give you the option of reconfirming your order at the correct price or cancelling it. If Napster is unable to contact you it will treat the order as cancelled.

Electronic Contracts. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases. To the extent that such electronic purchases are offered to you by a third party, you acknowledge that Napster shall not be responsible or liable to you for the products or services purchased.

Cancellation. You have the right to cancel certain purchases made online with Napster, namely purchases of physical goods, such as shirts. However, any electronic products purchased from our consumer website or any items purchased within the Service (Tracks, Track Packs, gift certificates…etc.) are not cancellable or refundable once delivered. If you are a member of the Subscription Service and wish to cancel, you may do so at any time but your cancellation will not take effect until the following month’s billing cycle. Please see below under the Subscription Service Addendum for the consequences of cancellation of your subscription.

EXPLICIT CONTENT

Certain albums may be subject to the Recording Industry Association of America (“RIAA”) “Parental Advisory Label” (as defined at http://www.riaa.com/issues/parents/advisory.asp) or to the British Phonographic Industry (“BPI”) “Voluntary Stickering Scheme” for labeling recordings that contain explicit or offensive lyrics or other content. The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. BPI recommends that its member companies apply a warning sticker to any recordings which they release or distribute which contain explicit lyrics or other content which may offend. This is a subjective decision that should be made by a senior executive of the company. All Tracks from such labelled albums (whether by RIAA or BPI) will be labelled as “explicit” within the Service (“Stickered Tracks”). If any of your searches on the Service return Stickered Tracks, they will be identified as such in the search results area. During registration, you may elect to filter out Stickered Tracks from your search and browse results within the Service. You may change that election at any time. You may also elect to create a “Parental Control Password” (which can be different from your registration password) by clicking on the applicable link and following the directions presented. Note that Tracks that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. Also, the BPI Voluntary Stickering Scheme may not apply to all content released in the United Kingdom since it is a voluntary process. Napster shall have no liability or responsibility to you for any content or materials, including Stickered Tracks, that may be available in connection with the Service that you might find objectionable.

COPYRIGHT INFORMATION

General. As noted above, the Service, the Tracks, the Client and the Materials contain and/or comprise copyright or other proprietary subject matter, and your use of them is governed by this Agreement, the Napster EULA, and applicable law.

All-Music Guide Data. Certain portions of the Materials comprise third party proprietary data. The AMG Data is the property of AEC One Stop Group, Inc., (“AEC”), doing business as AMG, All-Music Guide and All Media Guide. You may not modify, copy, scan or by any other method to reproduce, duplicate, translate, republish, transmit or distribute in any way any portion of the AMG Data. You may not download AMG Data except for your own personal, non-commercial use. You agree to indemnify, defend and hold harmless AEC (and its affiliates), and Napster (its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable), against any and all claims, damages, costs or other expenses that arise directly or indirectly out of or from your unauthorised use of any AMG Data and/or your breach of any of the above provisions.

Gracenote CDDB Functionality. CD and music-related data from Gracenote, Inc., copyright © 2000-2003 Gracenote. Gracenote Encode Client Software, copyright 2000-2003 Gracenote. This product and service may practice one or more of the following U.S. Patents: #5,987,525; #6,061,680; #6,154,773, #6,161,132, #6,230,192, #6,230,207, #6,240,459, #6,330,593, and other patents issued or pending.

Notices. Napster respects the intellectual property rights of others, and it expects you to do the same. If you know of or suspect that any use of the Service, Tracks, Materials and/or the Client constitutes copyright infringement, please send a notice to Napster Customer Support by visiting www.napster.co.uk/support and using the Help Request form..

PATENTS AND TRADEMARKS

All trade marks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of Napster and/or its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner. The Service and the Client (and portions of them) may be protected under patent law and may be the subject of issued patents and/or pending patent applications.

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

If Napster receives a notice alleging that you have engaged in behaviour that infringes Napster’s or any other party's intellectual property rights or reasonably suspects the same, Napster may suspend or terminate your account without notice to you. If Napster suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.

PROMOTIONS AND ADVERTISING

Napster and/or its business partners may present advertisements or promotional materials on or through the Service. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with, or participation in promotions by, any third party advertisers on or through the Service are solely between you and such third party. You agree that Napster shall not be responsible or liable for any loss or damage of any kind incurred by you as the result of any such dealings or as the result of the presence of such third parties on the Service.

LINKS TO THIRD PARTY SITES

The Service may present links to third party websites not owned or operated by Napster. Napster is not responsible for the availability of these sites or their contents. You agree that Napster is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site.

MODIFICATIONS TO SERVICE

Napster reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, without any liability to you or to any third party.

REMEDIES

You agree that any unauthorised use of the Service, the Tracks, the Materials, the Client or any related software or materials would result in irreparable injury to Napster and/or its affiliates or licensors for which money damages would be inadequate, and in such event Napster, its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to seek immediate injunctive relief against you. Nothing contained in this Agreement shall be construed to limit the remedies available pursuant to statutory or other legal authority that Napster, its affiliates and/or licensors may have.

TERMINATION

Napster may in its sole discretion terminate this Agreement or suspend your account at any time without notice to you in the event that you breach (or Napster reasonably suspects that you have breached) any provision of this Agreement. If Napster terminates this Agreement, or suspends your account for any of the reasons set forth in this paragraph, it shall have no liability or responsibility to you, and Napster will not refund any amounts that you have previously paid.

DISCLAIMERS

You understand and agree that your use of the Service, Tracks, Client, and the Materials is at your own sole risk. The service, Tracks, Materials and the Client (the “Products”) are provided “as is” and without warranty by Napster or its agents, employees, parents, subsidiaries, affiliates, licensors, business partners and/or suppliers (the “Napster Entities”), as applicable, and, to the maximum extent allowed by applicable law, the Napster Entities expressly disclaim all warranties, express or implied including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and any warranty of non-infringement. The Napster entities do not warrant, guarantee, or make any representations regarding the use or the results of the use of the Products with respect to performance, accuracy, reliability, security capability or otherwise. You will not hold any Napster entity responsible for any damages that result from you accessing (including any software or systems you use to access) the Service or using the Products including, but not limited to, damage to any computer, software or systems or portable devices you use to access the same. No oral or written information or advice given by any person shall create a warranty in any way whatsoever relating to any of the Napster Entities.

Napster makes no warranty that any particular CD burner or portable device will be compatible with the Client or that any CD burned using the Client will function in all CD players. It is your sole responsibility to ensure that your system(s) will function correctly with the Client.

Under no circumstances shall any Napster entity be liable for any unauthorised use of the service, tracks, materials and/or the Client.

Under no circumstances shall any Napster Entity be liable to you for any consequential, incidental or special damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use the products, even if the Napster Entity has been advised of the possibility of such damages.

To the extent that any disclaimer or limitation on damages or liability in this Agreement is prohibited or limited by applicable law, then the Napster Entities shall be entitled to the maximum disclaimers and/or limitations on damages and liability available at law or in equity and in no event shall such damages or liability exceed £100.

LAW AND LEGAL NOTICES

This Agreement and any other terms or documents referred to herein represent your entire agreement with Napster with respect to your use of the Service. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The laws of England and Wales govern this Agreement and your use of the Service, the Tracks, the Materials and the Client. You agree that the English Courts have jurisdiction over any claim or dispute with Napster or relating in any way to your account or your use of the Service, the Tracks, the Materials and the Client.

*SUBSCRIPTION SERVICE ADDENDUM

Napster offers certain features that are available only to members of the Subscription Service. If you choose to register for the Subscription Service, in addition to the Napster Light service features, you will also have access to the features described below. In such event, your use of the Subscription Service will be subject, in addition to all the other terms of this Agreement, to the terms described in this Addendum. The Subscription Service is a subscription service that you must pay to join, and you will be charged on a recurring basis for your continued membership. The Subscription Service has a standard tier, as well as a premium “Napster To Go” tier, for which you may register and pay an additional fee. “Napster To Go” members may also downgrade to a standard Subscription Service membership. If we make any changes to these terms and conditions that you do not wish to accept, your only remedy is to terminate your subscription membership.

DESCRIPTION OF SUBSCRIPTION SERVICE

Usage Rules - Additions.

A “Stream” is a Track that you play directly from and while you are logged on to the Service. You may play as many Streams as you like while your subscription is current. You may not attempt (or encourage others) to capture, copy, publicly perform, communicate to the public or download a streamed Track. Napster will count the number of times that you stream each Track for royalty accounting and analysis purposes.

A “Download” is a Track that you may save to the hard drive of your personal computer and play back as many times as you want for so long as your subscription is current. You may make an unlimited number of Downloads while your subscription is current. You may copy each Download to up to two (2) additional personal computers that you own (i.e. a total of three (3) copies). If you wish to burn Downloads to CDs or transfer them to compatible portable devices (other than using the premium “Napster To Go” Service described below) you will need to pay for them as Purchased Tracks (per the terms described above). You may not share Downloads with anyone else. Napster automatically renews your rights to all of your Downloads at the beginning of each Subscription Month (as defined below) so long as your subscription remains current. This means that in order to play any Download after the end of a Subscription Month, you must log on to the Service so that Napster can renew your rights for those Tracks. The Client will count the number of times that you play a Download, including while you are offline, for royalty accounting and analysis purposes.

In addition, if you register for the premium “Napster To Go” tier, you will be able to transfer your Downloads an unlimited amount of times to up to a maximum of three (3) such compatible portable devices for as long as your “Napster To Go” membership is current. For royalty accounting and analysis purposes, Napster will track the Downloads that you so transfer and the number of times that you play Downloads on such devices. Napster also automatically renews your rights to any Downloads stored on your portable devices at the beginning of each Subscription Month. Thus, in order to continue to play such Downloads on that portable device, you will need to dock your portable device (i.e., connect to the PC) and log onto Napster at the beginning of each Subscription Month.

If you have Tracks that were pre-loaded to your personal computer, portable device, CD or DVD, you may access and play these Tracks as Downloads only after you have registered for a tier of the Subscription Service membership. You may not otherwise access or play these Tracks and you agree not to attempt to do so.

For a current list of portable devices that are compatible with “Napster To Go”, please see the section titled “Napster To Go Compatible Devices” at: http://www.napster.co.uk/compatible_devices/. Napster’s ability to offer portable device compatibility is subject to change at any time with respect to any content.

Agreement to Pay. By completing the Subscription Service registration, you authorise Napster to charge the applicable recurring subscription fee to your designated credit card. Monthly subscribers are billed on a 30-day cycle, which begins upon Subscription Service registration (or at the end of a limited free trial period, if applicable to a promotion that you joined through) and ends 30 days thereafter (each a “Subscription Month”). If you have signed up for an annual or other subscription plan, you are billed one time at the beginning of each applicable billing period. If you are already a standard Subscription Service member and you sign up for the premium “Napster To Go” tier, your account will immediately be charged so that your monthly fee for that month (or annual fee if applicable) is increased on a pro-rated basis. If you are a “Napster To Go” user and you downgrade your membership to a standard Subscription Service membership, you will be charged for “Napster To Go” until the end of the Subscription Month in which you cancel your “Napster To Go” premium tier.

Credit Card Authorisations for Free Trial Memberships. You may be required to provide a credit card number to register for a free trial offer to the Subscription Service. In that event, you agree that Napster may obtain a pre-authorisation for the fee amount that you will be charged if you complete the free trial and continue a Subscription Service membership. It is possible that some financial institutions may perceive these requested amounts as actual pending charges. These are not actual charges however, and Napster will not be responsible for any results, such as an overdraft fee, that may occur to your account because of them.

Right to Change Subscription Fees. All subscription fees are subject to change on a prospective basis upon notice from Napster. If you do not accept the new fees, you should terminate (or downgrade) your subscription immediately.

Cancellation. To receive information on how to cancel your subscription, please visit www.napster.co.uk/support, select the Help Request form and choose Cancellation Request from the Type of Help menu. If you cancel your subscription, Napster will not refund any remaining portion of your subscription fees. Cancellation will take effect at the end of the billing period during which you deliver notice to Napster. Please note that, following cancellation of your subscription, any Downloads that you have saved to the hard drives of your personal computers or “Napster To Go” Downloads that you have transferred to compatible portable devices will become inactive and not playable. The files will remain but will not be accessible. If you later become a Subscription Service member, you can reactivate them. If you do not plan to become a Subscription Service member again or otherwise wish to remove the inactive files, you may delete them using your computer’s or device’s standard functionality to delete files.

Customer Support. Please direct any questions concerning the Client, the Service, billing and/or Usage Rules to a Napster customer service representative by visiting www.napster.co.uk/support and using the Help Request form.

Napster Luxembourg S.a.r.l 46a Avenue John F. Kennedy
L-1855 Luxembourg

VAT number: 2005 2422 648

Business registration number: B110203

June 1, 2006