MP3.RU Terms of Service
Welcome to MP3.RU!
1. Your relationship with MP3.RU
1.1 Your use of MP3.RU's products, software, services and web sites (referred to
collectively as the "Services" in this document and excluding any services
provided to you by MP3.RU under a separate written agreement) is subject to the
terms of a legal agreement between you and MP3.RU. "MP3.RU" means ProWeb Inc.,
whose principal place of business is at 112119 Zagorodnoe sh. 6/5, Moscow, Russia.
This document explains how the agreement is made up, and sets out some of the terms
of that agreement.
1.2 Unless otherwise agreed in writing with MP3.RU, your agreement with MP3.RU will always
include, at a minimum, the terms and conditions set out in this document. These are
referred to below as the "Universal Terms".
1.3 Your agreement with MP3.RU will also include the terms of any Legal Notices applicable to
the Services, in addition to the Universal Terms. All of these are referred to below as
the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible
for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement
between you and MP3.RU in relation to your use of the Services. It is important that you take
the time to read them carefully. Collectively, this legal agreement is referred to below as
the "Terms".
1.5 If there is any contradiction between what the Additional Terms say and what the Universal
Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services
if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by
MP3.RU in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that MP3.RU
will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if
(a) you are not of legal age to form a binding contract with MP3.RU, or
(b) you are a person barred from receiving the Services under the laws of the Russian Federation
or other countries including the country in which you are resident or from which you use
the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms
for your records.
3. Language of the Terms
4. Provision of the Services by MP3.RU
4.1 MP3.Ru has subsidiaries and affiliated legal entities around the world
("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the
Services to you on behalf of MP3.RU itself. You acknowledge and agree that Subsidiaries
and Affiliates will be entitled to provide the Services to you.
4.2 MP3.RU is constantly innovating in order to provide the best possible experience for its users.
You acknowledge and agree that the form and nature of the Services which MP3.RU provides may
change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that MP3.RU may stop
(permanently or temporarily) providing the Services (or any features within the Services)
to you or to users generally at MP3.RU's sole discretion, without prior notice to you. You may
stop using the Services at any time. You do not need to specifically inform MP3.RU when you stop
using the Services.
4.4 You acknowledge and agree that if MP3.RU disables access to your account, you may be prevented
from accessing the Services, your account details or any files or other content which is
contained in your account.
4.5 You acknowledge and agree that while MP3.RU may not currently have set a fixed upper
limit on the number of transmissions you may send or receive through the Services or on the
amount of storage space used for the provision of any Service, such fixed upper limits may be
set by MP3.RU at any time, at MP3.RU's discretion.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide information about yourself
(such as identification or contact details) as part of the registration process for the Service,
or as part of your continued use of the Services. You agree that any registration information
you give to MP3.RU will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by
(a) the Terms and
(b) any applicable law, regulation or generally accepted practices or guidelines
in the relevant jurisdictions (including any laws regarding the export of
data or software to and from Russian Federation or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other
than through the interface that is provided by MP3.RU, unless you have been specifically
allowed to do so in a separate agreement with MP3.RU. You specifically agree not to access
(or attempt to access) any of the Services through any automated means (including use of scripts
or web crawlers).
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services
(or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with MP3.RU,
you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for
any purpose.
5.6 You agree that you are solely responsible for (and that MP3.RU has no responsibility to you
or to any third party for) any breach of your obligations under the Terms and for the
consequences (including any loss or damage which MP3.RU may suffer) of any such breach.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality
of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to MP3.RU for all activities that
occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to
notify MP3.RU immediately by means of sending e-mail at support@mp3.ru
7. Privacy and your personal information
7.1 You agree to the use of your data in accordance with MP3.RU's privacy policies.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software,
music, audio files or other sounds, photographs, videos or other images) which you may have
access to as part of, or through your use of, the Services are the sole responsibility of
the person from which such content originated. All such information is referred to below as
the "Content".
8.2 You should be aware that Content presented to you as part of the Services, including but not
limited to advertisements in the Services and sponsored Content within the Services may be
protected by intellectual property rights which are owned by the sponsors or advertisers who
provide that Content to MP3.RU (or by other persons or companies on their behalf). You may not
modify, rent, lease, loan, sell, distribute or create derivative works based on this Content
(either in whole or in part) unless you have been specifically told that you may do so by MP3.RU
or by the owners of that Content, in a separate agreement.
8.3 You understand that by using the Services you may be exposed to Content that you may find
offensive, indecent or objectionable and that, in this respect, you use the Services at your
own risk.
8.4 You agree that you are solely responsible for (and that MP3.RU has no responsibility to you
or to any third party for) any Content that you create, transmit or display while using the
Services and for the consequences of your actions (including any loss or damage which MP3.RU
may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that MP3.RU (or MP3.RU's licensors) own all legal right, title and
interest in and to the Services, including any intellectual property rights which subsist in the
Services (whether those rights happen to be registered or not, and wherever in the world those
rights may exist). You further acknowledge that the Services may contain information which is
designated confidential by MP3.RU and that you shall not disclose such information without
MP3.RU'sprior written consent.
9.2 Unless you have agreed otherwise in writing with MP3.RU, nothing in the Terms gives you
a right to use any of MP3.RU's trade names, trade marks, service marks, logos, domain names,
and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features in a separate
written agreement with MP3.RU, then you agree that your use of such features shall be in
compliance with that agreement, any applicable provisions of the Terms, and MP3.RU's brand
feature use guidelines as updated from time to time.
9.4 Other than the limited license set forth in Section 11, MP3.RU acknowledges and agrees that it
obtains no right, title or interest from you (or your licensors) under these Terms in or to
any Content that you submit, post, transmit or display on, or through, the Services, including
any intellectual property rights which subsist in that Content (whether those rights happen to
be registered or not, and wherever in the world those rights may exist). Unless you have agreed
otherwise in writing with MP3.RU, you agree that you are responsible for protecting and enforcing
those rights and that MP3.RU has no obligation to do so on your behalf.
9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including
copyright and trade mark notices) which may be affixed to or contained within the Services.
9.6 Unless you have been expressly authorized to do so in writing by MP3.RU, you agree that in using
the Services, you will not use any trade mark, service mark, trade name, logo of any company or
organization in a way that is likely or intended to cause confusion about the owner or authorized
user of such marks, names or logos.
10. License from MP3.RU
10.1 MP3.RU gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence
to use the software provided to you by MP3.RU as part of the Services as provided to you by
MP3.RU (referred to as the "Software" below). This licence is for the sole purpose of enabling
you to use and enjoy the benefit of the Services as provided by MP3.RU, in the manner permitted
by the Terms.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of,
reverse engineer, decompile or otherwise attempt to extract the source code of the Software or
any part thereof, unless this is expressly permitted or required by law, or unless you have been
specifically told that you may do so by MP3.RU, in writing.
10.3 Unless MP3.RU has given you specific written permission to do so, you may not assign (or grant a
sub-licence of) your rights to use the Software, grant a security interest in or over your rights
to use the Software, or otherwise transfer any part of your rights to use the Software.
11. Content licence from you
11.1 You retain copyright and any other rights you already hold in Content which you submit, post or
display on or through, the Services. By submitting, posting or displaying the content you give
MP3.RU a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce,
adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content
which you submit, post or display on or through, the Services. This licence is for the sole
purpose of enabling MP3.RU to display, distribute and promote the Services and may be revoked
for certain Services as defined in the Additional Terms of those Services.
11.2 You agree that this licence includes a right for MP3.RU to make such Content available to other
companies, organizations or individuals with whom MP3.RU has relationships for the provision of
syndicated services, and to use such Content in connection with the provision of those services.
11.3 You understand that MP3.RU, in performing the required technical steps to provide the Services
to our users, may (a) transmit or distribute your Content over various public networks and in
various media; and (b) make such changes to your Content as are necessary to conform and adapt
that Content to the technical requirements of connecting networks, devices, services or media.
You agree that this licence shall permit MP3.RU to take these actions.
11.4 You confirm and warrant to MP3.RU that you have all the rights, power and authority necessary to
grant the above licence.
12. Software updates
12.1 The Software which you use may automatically download and install updates from time to time
from MP3.RU. These updates are designed to improve, enhance and further develop the Services
and may take the form of bug fixes, enhanced functions, new software modules and completely
new versions. You agree to receive such updates (and permit MP3.RU to deliver these to you)
as part of your use of the Services.
13. Ending your relationship with MP3.RU
13.1 The Terms will continue to apply until terminated by either you or MP3.RU as set out below.
13.2 If you want to terminate your legal agreement with MP3.RU, you may do so by (a) notifying
MP3.RU at any time and (b) closing your accounts for all of the Services which you use,
where MP3.RU has made this option available to you. Your notice should be sent, in writing,
to MP3.RU's address which is set out at the beginning of these Terms.
13.3 MP3.RU may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows
that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) MP3.RU is required to do so by law (for example, where the provision of the Services to you is,
or becomes, unlawful); or
(C) the partner with whom MP3.RU offered the Services to you has terminated its relationship with
MP3.RU or ceased to offer the Services to you; or
(D) MP3.RU is transitioning to no longer providing the Services to users in the country in which
you are resident or from which you use the service; or
(E) the provision of the Services to you by MP3.RU is, in MP3.RU's opinion, no longer
commercially viable.
13.4 Nothing in this Section shall affect MP3.RU's rights regarding provision of Services under
Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations and liabilities
that you and MP3.RU have benefited from, been subject to (or which have accrued over time
whilst the Terms have been in force) or which are expressed to continue indefinitely,
shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall
continue to apply to such rights, obligations and liabilities indefinitely.
14. EXCLUSION OF WARRANTIES
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT MP3.RU'S WARRANTY
OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF
CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU
AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND
THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
14.3 IN PARTICULAR, MP3.RU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT
REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR
RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART
OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE
AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MP3.RU OR THROUGH
OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14.6 MP3.RU FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND
AGREE THAT MP3.RU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE
TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH
MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL
INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY),
ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS
OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING,
OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR
WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH MP3.RU MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY
CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS
DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE MP3.RU WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
15.2 THE LIMITATIONS ON MP3.RU'S LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER
OR NOT MP3.RU HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH
LOSSES ARISING.
16. Copyright and trade mark policies
16.1 It is MP3.RU's policy to respond to notices of alleged copyright infringement that comply with
applicable international intellectual property law (including, in the Russian Federation, the Digital
Millennium Copyright Act) and to terminating the accounts of repeat infringers.
17. Advertisements
17.1 Some of the Services are supported by advertising revenue and may display advertisements and
promotions. These advertisements may be targeted to the content of information stored on the
Services, queries made through the Services or other information.
17.2 The manner, mode and extent of advertising by MP3.RU on the Services are subject to
change without specific notice to you.
17.3 In consideration for MP3.RU granting you access to and use of the Services, you agree
that MP3.RU may place such advertising on the Services.
18. Other content
18.1 The Services may include hyperlinks to other web sites or content or resources. MP3.RU
may have no control over any web sites or resources which are provided by companies or
persons other than MP3.RU.
18.2 You acknowledge and agree that MP3.RU is not responsible for the availability of any such
external sites or resources, and does not endorse any advertising, products or other materials
on or available from such web sites or resources.
18.3 You acknowledge and agree that MP3.RU is not liable for any loss or damage which may be
incurred by you as a result of the availability of those external sites or resources,
or as a result of any reliance placed by you on the completeness, accuracy or existence
of any advertising, products or other materials on, or available from, such web sites
or resources.
19. Changes to the Terms
19.1 MP3.RU may make changes to the Universal Terms or Additional Terms from time to time. When
these changes are made, MP3.RU will make a new copy of the Universal Terms available at
http://www.MP3.RU.com/accounts/TOS?hl=en and any new Additional Terms will be made
available to you from within, or through, the affected Services.
19.2 You understand and agree that if you use the Services after the date on which the Universal
Terms or Additional Terms have changed, MP3.RU will treat your use as acceptance of the updated
Universal Terms or Additional Terms.
20. General legal terms
20.1 Sometimes when you use the Services, you may (as a result of, or through your use of the
Services) use a service or download a piece of software, or purchase goods, which are provided
by another person or company. Your use of these other services, software or goods may be subject
to separate terms between you and the company or person concerned. If so, the Terms do not affect
your legal relationship with these other companies or individuals.
20.2 The Terms constitute the whole legal agreement between you and MP3.RU and govern your use of the
Services (but excluding any services which MP3.RU may provide to you under a separate written
agreement), and completely replace any prior agreements between you and MP3.RU in relation to
the Services.
20.3 You agree that MP3.RU may provide you with notices, including those regarding changes to the
Terms, by email, regular mail, or postings on the Services.
20.4 You agree that if MP3.RU does not exercise or enforce any legal right or remedy which is
contained in the Terms (or which MP3.RU has the benefit of under any applicable law), this
will not be taken to be a formal waiver of MP3.RU's rights and that those rights or remedies
will still be available to MP3.RU.
20.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of
these Terms is invalid, then that provision will be removed from the Terms without affecting the
rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
20.6 You acknowledge and agree that each member of the group of companies of which MP3.RU is the parent
shall be third party beneficiaries to the Terms and that such other companies shall be entitled to
directly enforce, and rely upon, any provision of the Terms which confers a benefit on
(or rights in favor of) them. Other than this, no other person or company shall be third party
beneficiaries to the Terms.
20.7 The Terms, and your relationship with MP3.RU under the Terms, shall be governed by the laws of the
State of California without regard to its conflict of laws provisions. You and MP3.RU agree to
submit to the exclusive jurisdiction of the courts located within the county of Santa Clara,
California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that
MP3.RU shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent
legal relief) in any jurisdiction.
