Preferred Membership Agreement
Live365, Inc. d/b/a Live365.com, 950 Tower Lane, Suite 1550, Foster City, California 94404, USA (Live365); and Member (Member).
Live365 operates the Internet radio service Live365.com. Member wishes to use Live365's Preferred Membership Services via the Internet. Live365 and Member agree as follows:

 
1. Services

Live365 provides to Member its Preferred Membership experience, as defined in the Preferred Membership Order Form (located at http://www.live365.com/listen/preferred-member.live) and made a part hereof. Live365 will remove Live365-placed third-party ads from its broadcast stations -- including audio ads, banner ads, and pop-up ads - for Preferred Member, provided that monthly fees have been paid, and that the Preferred Member is logged in appropriately. Live365 may insert Live365 network IDs, PSAs, and reserves the right to insert other audio announcements if Live365 determines that they are needed in order to inform Member of urgent information. Live365 reserves the right to modify the Services.

 
2. Fees and Payment

Member shall pay Live365 a Fee for such Services. Live365 reserves the right to increase the Fees on the provision of 7 days' notice to the Member via email to member's registered email address or Website announcement; if Member disagrees with such increase, Member may discontinue the service. Live365 reserves the right to charge Member for credit or debit card charges, where applicable. Member is responsible for payment of all taxes, duties or levies imposed, other than Live365's income taxes. If the Fees are not paid within 8 days of the due date, Live365 may elect to charge interest on outstanding Fees at the rate of 1.5% per month or the maximum amount allowed by law, and may terminate the service. Member must provide notice of billing discrepancies within 30 days after receipt of invoice, else Member shall be deemed to have accepted the amounts due and releases Live365 from any liability and claims of loss resulting from any error or discrepancy.

 
3. Compliance

Member shall at all times comply with all applicable laws, rules and regulations and Live365's policies (as amended from time to time), including, without limitation: (a) the Privacy Policy; (b) applicable data protection laws, rules and regulations in any applicable jurisdiction; and (c) codes of practice, including without limitation the Internet Industry Association Code of Conduct.

 
4. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, LIVE365 PROVIDES THE SERVICES "AS IS," WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. LIVE365 EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LIVE365 BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF LIVE365 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIVE365'S LIABILITY FOR ACTS OF FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.

 
5. Disclaimer

THIS SECTION CONTAINS THE ONLY WARRANTIES, EXPRESS OR IMPLIED, MADE BY LIVE365. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED AND DECLINED. LIVE365 DISCLAIMS ANY IMPLIED WARRANTIES, PROMISES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND / OR NON-INFRINGEMENT, WHETHER AS TO ANY SERVICES OR TOOLS RENDERED BY LIVE365 AND / OR THE TECHNOLOGY DEPLOYED IN CONNECTION THEREWITH. LIVE365 MAKES NO REPRESENTATION THAT THE OPERATION OF THE LIVE365.COM SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND LIVE365 WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

 
6. Discontinuance

Live365 reserves the right to cease, discontinue, suspend or delete Member's service if, in Live365's sole opinion, the Member is in breach of any part of this Agreement. If Live365 ceases, discontinues, suspends or deletes Member's service, Live365 shall provide Member with at least three days notice sent via e-mail to Member's registered e-mail address.

 
7. Term; Termination

This Agreement commences on the date on which Member accepts the terms of this Agreement and makes appropriate payment for such Preferred Membership Services and, subject to Parties' rights of termination below, shall continue unless either party terminates such service. Member can request termination of service by following instructions contained in the "Help" section of the Live365 website. Live365 shall have no obligation whatsoever to repay any amounts (including payments in advance) received from Member in respect of Services provided hereunder.

 
8. Refund and Cancellation Policy

There will be no refunds for current, paid service after three (3) days of which service has been rendered. In addition, cancellation of all services requires written notice, and may require that Member complete a short Web form. Written notice may be mailed to Live365, Inc., 950 Tower Lane, Suite 1550, Foster City, CA 94404 or emailed to cancellations@live365.com. Upon receiving Member's e-mail notice, Live365 may require that Member complete a Web form or phone call for termination of service. Member's service will be terminated when Member successfully completes and submits the Web form and receives confirmation of service termination via email from Live365. If Member would like to cancel Member's service at the end of its current paid Term, Member must provide at least ten (10) days written notice and follow the additional cancellation procedures required by Live365, or Member's service will automatically extend and Member will be billed for an additional Term of the same length as the previous Term. No refunds will be paid on current paid service, prepaid services, setup fees, upgrade fees, rush charges or change fees. You may request a refund in writing at the above address or by email to billing@live365.com within three (3) days of purchase of any Live365 services. Live365 may choose, but is not obligated, to issue a refund. Live365 may choose, but is not obligated, to offer prorated credits toward new service upon change or upgrade to existing pre-paid service(s).

 
9. Representations and Warranties

In addition to any other representations and warranties contained herein, you represent and warrant that:

  • You have full right and power to enter into and perform this Agreement;

  • All factual assertions that you have made and will make to Live365.com are true and complete; and

  • You are of the age of majority and have the full and complete right to agree to the terms contained in this Agreement;

 
10. General

This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous communications relating to this Agreement. The Agreement may be modified occasionally by Live365. Member should check the agreement from time-to-time for modifications and additions. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of the Agreement shall continue in full force and effect. Member may not assign this Agreement without Live365's prior written approval. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. No employer-employee relationship, partnership or joint venture is created hereunder. The Parties each agree to take all actions and execute all documents as may be necessary or desirable to carry out or implement and give full effect to the provisions and intent hereof. This Agreement and all matters arising under it shall be governed by the applicable laws of the USA, including U.S. intellectual property laws, and the laws of California applicable to contracts entered into and wholly to be performed therein, without regard to choice of law rules. The Parties consent to the exclusive jurisdiction of the federal and state courts of California.