TERMS AND CONDITIONS

These terms and conditions (the “Terms and Conditions”) apply to your receipt and use of the Play Anywhere Software and Play Anywhere Services (as defined below) from Catch Media, Inc. It is your responsibility to carefully read all terms and conditions, including all of the information below.

By downloading or otherwise installing and accessing the Play Anywhere Software and Play Anywhere Services, you agree to be bound by these Terms and Conditions and by the Best Buy Terms of Use and Best Buy Privacy Policy which are incorporated herein (the “Best Buy Terms of Use”).

These Terms and Conditions together with the Best Buy Terms of Use shall be referred to herein as the “Agreement.” The Agreement is between you and Catch Media, Inc. (“CM”). CM is the owner/operator of online personal computer (“PC”) and mobile phone/computing/connected device (“Mobile Client”) backup/registration and playback software and, owner/operator of certain applications which are needed to use the Play Anywhere Services, being the Mobile App (the “Mobile App”), the Synch Tool (the “Sync Tool”), and the Web-App (the “Web-App”) (together the “CM Tools”). CM is a Delaware corporation with is principal place of business at 150 El Camino Drive, Beverly Hills, CA 90212.

If you have any questions relating to these Terms and Conditions please contact our customer service representatives by e-mail by clicking here (support@catchmedia.com), or call us at any time at +1-877-500-7532. Please note that all calls to our customer services representatives will be recorded for quality monitoring and training purposes.

DEFINITIONS

“Device” shall mean those PC, mobile or other connected device clients that are capable of (i) receiving and performing a stream and/or a conditional download, (ii) communicating with CM in order to receive a User’s library and to request media, and (c) receiving digital media content from CM content distributor partners.

“Play Anywhere Services” shall mean the products and services provided by CM, together with any associated support services, in each case as provided from time to time.

“Play Anywhere Software” shall mean any software provided by CM at any given time, whether downloaded to your Device, provided to you on CD or another form of removable media, or utilized online as part of the Play Anywhere Services. The Play Anywhere Software includes, but is not limited to, CM’s PC backup and Mobile Client programs and the CM Tools and any and all copies or portions of each, whether standing alone or in combination with other programs, as well as the documentation and other materials delivered in connection with the Play Anywhere Software, if any, and any third party software contained in it.

“User” shall mean any registered user of the Play Anywhere Software and Play Anywhere Services.

ELIGIBILITY

The Play Anywhere Software and Play Anywhere Services are intended for use by those individuals 13 years of age or older. Users under the age of 13 should get assistance of a parent or guardian to use this site. The Pay Anywhere Software and Play Anywhere Services are not available to any Users which CM has previously removed from the Play Anywhere Software and Play Anywhere Services.

SOFTWARE LICENSE GRANT

The Play Anywhere Software and Play Anywhere Services are licensed, not sold, to you. Your license of the Play Anywhere Software and Play Anywhere Services that you obtain from CM is subject to the Scope of License set forth below, and you agree that those terms will apply to each Play Anywhere Software and Service that you license. You acknowledge that the license(s) you purchase are subject to the Agreement.

Scope of License. This license granted to you for the Play Anywhere Software by CM is limited to a non-exclusive, non-transferable license to use the Play Anywhere Software on a total of five (5) PCs and up to five (5) non-PC Devices that you own or control and as permitted by the Usage Rules set forth below (the “Usage Rules”) and to use the Play Anywhere Services for your own, non-commercial purposes in accordance with this Agreement. This license does not allow you to use the Play Anywhere Software on any Device that you do not own or control, and you may not distribute or make the Play Anywhere Software available over a network where it could be used by more than one Device at the same time.

In order to use the Play Anywhere Services, you will be required to download certain enabling Play Anywhere Software, which may include certain third party software. CM grants to you a non-exclusive, non-transferable license to install and use the Play Anywhere Software solely for your use of the Play Anywhere Services. In addition, you agree to comply with any applicable third party's license terms with respect to any required third party software. Except as expressly permitted by applicable law, the Play Anywhere Software may only be reproduced, installed and used on the number of computers and clients for which you are licensed and for which you have paid, as set forth in this Agreement. Except as expressly permitted by applicable law, you shall not: (1) cause or permit any reverse engineering, decompilation, modification, adaptation, translation, attempt to derive source code or disassembly of the Play Anywhere Software, or create any derivative works based on the Play Anywhere Software or Play Anywhere Services, or remove any copyright notice that appears on the Play Anywhere Software or Play Anywhere Services; (2) sell, rent, lease, timeshare, lend, sublicense, distribute, assign or otherwise transfer any rights in the Play Anywhere Software or under the Agreement; or (3) disclose results of any benchmark tests of any Play Anywhere Software to any third party.

The terms of the license will govern any upgrades provided by CM that replace and/or supplement the original Play Anywhere Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

USAGE RULES

Your use of the Play Anywhere Services and Play Anywhere Software is conditional upon your prior acceptance of the terms of this Agreement and all applicable end-user license agreements.

You agree that your license of the Play Anywhere Software constitutes your acceptance of and agreement to use the Play Anywhere Software solely in accordance with the Usage Rules, and that any other use of the Play Anywhere Software may constitute a copyright infringement and/or a breach of contract. The security technology, if applicable, is an inseparable part of the Play Anywhere Software. The Usage Rules shall govern your rights with respect to the Play Anywhere Software in addition to any other terms or rules that may have been established between you and any third party.

You acknowledge that some aspects of the Play Anywhere Software and administering of the Usage Rules entail the ongoing involvement of CM. Accordingly, in the event that CM changes any part of the Play Anywhere Software or discontinues support of the Play Anywhere Software, which CM may do at its election, you acknowledge that you may no longer be able to use the Play Anywhere Software to the same extent as prior to such change or discontinuation, and that CM shall have no liability to you in such case or CM’s liability to you in such case shall be limited to the refunding of such proportion of the subscription/purchase price paid by you as CM shall reasonably consider to be fair and equitable compensation for such change or discontinuance.

You are reminded that your use of the Play Anywhere Software and Play Anywhere Services may be subject to anti-piracy verifications, the Best Buy Terms of Use, and other applicable guidelines and laws.

SERVER SPACE AND PERSONAL MEDIA

Upon registering for the Play Anywhere Services, your account will be provisioned with dedicated space on a server where your media may be stored and/or information regarding your rights to media may be stored ("Personal Server Space"). The CM Tools will catalogue unidentified media and identified media as your personal media (“Personal Media”). You acknowledge that by using the Play Anywhere Services you are directing CM to identify where possible, and if unidentified upload and store your Personal Media stored in your Personal Server Space. CM does not represent or guarantee the Play Anywhere Services will successfully upload or support your Personal Media.

In using the Play Anywhere Services and your Personal Server Space, you agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Play Anywhere Software or Play Anywhere Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Play Anywhere Services in a manner that sends more request messages to the servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Play Anywhere Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on CM’s infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Play Anywhere Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Play Anywhere Services; (viii) using the Play Anywhere Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Play Anywhere Services; (xi) accessing any content on the Play Anywhere Services through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures CM may use to prevent or restrict access to the Play Anywhere Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Play Anywhere Services or the content therein.

You may not attempt to have stored Personal Media on your Personal Server Space that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that CM deems to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. Any Personal Media on your Personal Server Space shall not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of publicity and privacy. CM reserves the right, but is not obligated, to reject and/or remove any Personal Media that CM believes, in its sole discretion, violates these provisions.

CHANGES TO SERVICES AND TERMS AND CONDITIONS

You acknowledge and agree that CM, at its sole discretion may, reasonably change, modify, amend, suspend or discontinue any aspect of the Play Anywhere Services, including its pricing at any time. CM reserves the right to impose limits on certain features of the Play Anywhere Services including limits on excessive use of storage capacity, at any time. Further, you acknowledge and agree that CM may amend any or all of this Agreement applicable to the Play Anywhere Software and Play Anywhere Services at any time, at CM's sole discretion. Any amendment of this Agreement will be applicable to all current Users at the time it is posted. You should review the Terms and Conditions periodically to obtain notice of any changes. Continued use of the Play Anywhere Software and Play Anywhere Services constitutes acceptance of CM's then-current Terms and Conditions, including any amendments to them. CM may make any such change, modification, amendment, suspension, discontinuance or imposition of limitation without notice to you or any third party. CM shall have no liability to you or such third party in respect of the making of any such change, modification, amendment, suspension, discontinuance or imposition of limitation /CM’s liability to you or such third party in respect of the making of any such change, modification, amendment, suspension, discontinuance or imposition of limitation on CM’s liability shall be limited to the refunding of such proportion of the subscription/purchase price paid by you as CM shall reasonably consider to be fair and equitable compensation.

PASSWORD AND SECURITY

After you register to use the Play Anywhere Services, you will be prompted to select a user name and a password. Then, the installation program will generate a unique Data Encryption Key number (the “Data Encryption Key” or the “Spare Key”) for your use in securing your stored data. You are solely responsible for maintaining the confidentiality of your user name, user password, and you agree to use the Play Anywhere Services at your sole risk and responsibility. To change a lost password, please see the FAQ's posted on the CM website at http://www.bestbuymusiccloud.com/help You agree that you shall immediately notify CM in writing or by electronic mail of any unauthorized use of your user name, user password or Data Encryption Key. Further, you acknowledge that CM will not maintain copies of your Data Encryption Key and that the Key Manager is not affiliated in any way with CM. As such, you acknowledge and agree that CM will have no liability or responsibility whatsoever for any damages or losses caused or alleged to have been caused by the Key Manager.

PRIVACY

For information on the Privacy Policy regarding how CM stores, handles, protects, and processes your personal data, including the processing of payments, please read the Best Buy Terms of Use by clicking on this link http://www.bestbuymusiccloud.com/tandc.

SECURITY OF STORED INFORMATION

CM will use reasonable efforts to prevent the unauthorized disclosure or destruction of your stored information and data; however, no archival or security system is either impenetrable or infallible. Except in extraordinary circumstances, or where legally required to do so, CM will not seek to decrypt your data, and will make reasonable efforts to preserve your data in the same format in which it was received from you. Notwithstanding the foregoing, CM does routinely collect and analyze metadata regarding User files designated for archival storage using the Service, including, without limitation, header information, checksum quantities, file size, file type, and archival dates. This information is used by CM to gauge service levels and application performance, and, in some instances, for data recovery purposes. CM will not, however, be responsible for any matter beyond its reasonable control, including, without limitation, unauthorized access to your information or data and/or functions provided or performed by third parties. In the event that CM is served a subpoena or is otherwise legally compelled to provide access to your stored information, CM will use reasonable efforts to provide you with notice of the same (as provided below) as soon as reasonably practical to enable you to take any action you deem necessary to prevent such access, all at your sole expense and without CM cooperation or assistance.

INTELLECTUAL PROPERTY AND RIGHT TO USE

You acknowledge and agree that all copyright, trademarks, and all other intellectual property rights in all material or content supplied by CM shall remain at all times vested in CM and /or its licensors. You are permitted to use this material only as expressly authorized in writing by CM.

You acknowledge and agree that the Play Anywhere Software and Play Anywhere Services are made available for your personal non-commercial use consistent with the license provided to you in this Agreement. Any other use of the Play Anywhere Software and Play Anywhere Services is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) transmit, publish, display, distribute, or commercially exploit the Play Anywhere Software or Play Anywhere Services.

LIMITATION OF LIABILITY/INDEMNITY

The following provisions set out the entire financial liability of CM (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of:

  1. Any breach of the Agreement by CM or its employees, agents or subcontractors;

  1. Any use made by you of the Play Anywhere Software or Play Anywhere Services or any other products or services supplied to you by CM; and

  1. Any representation, statement, or tortious act or omission including negligence arising under or in connection with the Agreement and/or your use of the Play Anywhere Software and Play Anywhere Services.

Nothing in the Agreement excludes or limits the liability of CM:

  1. For death or personal injury caused by the negligence of CM; or

  1. For any matter in respect of which it would be illegal for CM to exclude or attempt to exclude its liability; or

  1. For fraud or fraudulent misrepresentation.

THE PLAY ANYHWERE SOFTWARE AND PLAY ANYWHERE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CM DOES NOT WARRANT THAT THE PLAY ANYWHERE SOFWARE AND PLAY ANYWHERE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CM MAKES NO EXPRESS WARRANTIES AND YOU WAVE ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH CM OR THE INTERNET GENERALLY. YOU EXPRESSLY ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN INTERNET COMMUNICATIONS AND TECHNOLOGY AND CM DOES NOT MAKE ANY ASSURANCES OR WARRANTIES RELATING TO SUCH RISKS. NO ADVICE OR INFORMATION GIVEN BY CM OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. CM AND ITS EMPLOYEES ARE NOT LIABLE FOR ANY COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE PLAY ANYWHERE SOFTWARE AND PLAY ANYWHERE SERVICES OR THE INTERNET INCLUDING ANY INDIRECT, INCIDENTAL, EXEMPLARY, MULTIPLE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, CM’S CUMULATIVE LIABILITY TO ANY USER FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE PLAY ANYWHERE SOFTWARE AND PLAY ANYWHERE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID BY SUCH USER DURING A ONE YEAR PERIOD.

APPLICABLE LAW

By downloading the Play Anywhere Software and using the Play Anywhere Services, you agree that the laws of the New York will exclusively govern the construction of the Agreement and any dispute of any sort that might arise between you and CM. All disputes arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the courts of New York.

FORCE MAJEURE

CM shall have no liability to you under the Agreement if CM is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving its workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. CM will use reasonable commercial efforts to notify you of any such event and its expected duration.

TERMINATION

The Agreement will automatically terminate when your services agreement with Best Buy expires or is terminated for any reason. If the Agreement terminates, you must stop using the Play Anywhere Software and Play Anywhere Services immediately.

THIRD PARTY RIGHTS

The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).

NO WAIVER

Any failure or delay by either party in exercising any right or remedy in one or many instances will not prohibit a party from exercising it at a later time or from exercising any other right or remedy.

ENTIRE AGREEMENT

This Agreement supersedes and terminates any and all prior agreements, if any, whether written or oral, between CM and you with respect to the subject matter contained herein. The Agreement constitutes the final written expression of all terms of the Agreement, and it is a complete and exclusive statement of those terms.

SEVERANCE

If any part of the Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the remainder of the Agreement and shall not affect the validity and enforceability of any of the remaining provisions of the Agreement.

OWNER OF THE PLAY ANYWERE SOFTWARE AND PLAY ANYWHERE SERVICES

Catch Media, Inc.

The mail address for the Play Anywhere Software and Play Anywhere Services is 150 El Camino Drive, Beverly Hills, CA 90212.

Dedicated agents for Catch Media, Inc. can be reached by:

Mail:

Catch Media, Inc.

150 El Camino Drive

Beverly Hills, CA 90212

Phone: 310-246-3335

Email: Support@catchmedia.com

© Catch Media, Inc. All Rights Reserved.