TERMS OF SERVICE AGREEMENT

IMPORTANT NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY. This Terms of Service (“Agreement”) is a legal agreement between you (referred to herein as “you” or “your”) and @radical.media LLC (“Radical”, “we”, “our”, or “us”) for access to and use of our website available at www.ro.me (the “Website”) and related software and services (referred to collectively as the “Services” and excluding any services provided to you by Radical under a separate written agreement).

YOU MUST ACCEPT THIS TERMS OF SERVICE AGREEMENT BEFORE ACCESSING OR OTHERWISE USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS.

1. The Services. The Services are an interactive art project in the manner of a music video. In order to use some of the features that are offered through the Services, you must provide certain information, such as your e-mail address. By using the Services, you agree that your Content (as defined in Section 7 below) shall at all times conform with Google, Inc.'s Chrome Experiments Terms of Service and Community Guidelines, as such terms of service and/or community guidelines may be modified by Google, Inc. from time to time. We are not collecting any information on behalf of Google, Inc. or its affiliates.
2. Use of Services by You.
   1. You acknowledge and agree that Radical makes no representation or warranty regarding Content on the Services.
   2. You represent and warrant to us that you will use the Services solely for your own, non-commercial, personal use for your own account.
   3. The Services may contain features and functionalities that may link you or provide you with access to third party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services not controlled by Radical. Your use of third party Content found on or through the Services, including any terms, conditions, warranties or representations associated therewith, are solely between you and third party. You agree that Radical shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
   4. You acknowledge and agree that, subject to the disclaimer of warranties and limitation of liability set forth in this Agreement, your use of the Services, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under the control of Radical or in anyway connected to the Services, shall be at your sole risk and responsibility and Radical shall have no obligation to back-up such data, files, information and/or other materials. Radical expressly reserves the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Services that Radical deems, in its sole discretion, to be in violation of this Agreement and/or any local, state, or federal law or regulation.
   5. You shall not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
   6. You shall not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
   7. You are solely responsible for (and Radical has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which Radical may suffer) of any such breach.
   8. You acknowledge and agree that Radical has no control over the conduct of Website users or the truth, accuracy, completeness or authenticity of the information that users post on our Services.
3. Restrictions on Use of Services. You agree that you will not:
   1. use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state and federal laws and regulations and international treaties;
   2. use the Services for the distribution, housing, processing, propagation, storage, or otherwise handling in any way abusive, defamatory, harassing, libelous, lewd, libelous, obscene, pornographic, threatening, or tortuous material, or any false or misleading material, or any other material (including links to such material) that Radical deems, in its sole discretion, to be objectionable whether or not such material is unlawful;
   3. use the Services to export data in violation of applicable U.S. laws or regulations;
   4. sell, rent, lease, loan, distribute, transfer, sublicense, or otherwise permit any third party to use or have access to the Services for any purpose (except as expressly permitted by Radical in writing), whether by timesharing, service bureau, networking or any other means;
   5. remove any copyright, trademark, patent or other proprietary notices from the Services or any portion thereof;
   6. distribute, publish, exhibit, or otherwise use the Services, or any portion thereof, in any manner and for any purpose not expressly permitted under this Agreement;
   7. frame or utilize framing techniques to enclose the Services, or any portion thereof;
   8. exploit the Services or collect any data incorporated in the Services in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;
   9. post hyperlinks to commercial services or websites;
   10. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
   11. collect personal data about other users for commercial or unlawful purposes;
   12. post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
   13. attempt to gain unauthorized access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service; or
   14. post, e-mail or make available Content that that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement.
4. Provision of Services by Radical. Radical 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 Radical provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Radical may decline to provide you access to the Services or stop (permanently or temporarily) providing the Services (or any features or programs within the Services) to you or to users generally at Radical's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Radical when you stop using the Services. You acknowledge and agree that if Radical disables access to certain features or functionalities of the Services, you may be prevented from accessing Content that another user may have intended for you.
5. Access to Services; Reservation of Rights.
   1. Radical hereby gives you a personal, worldwide, non-assignable and non-exclusive right to access and use the Services in the manner and for the purposes expressly permitted by the Agreement. You agree not to copy, decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Services. You may not assign (or grant a sub-license of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services and any such attempt shall be null and void at the time of such attempt.
   2. Radical reserves all right, title and interest in and to the Services not expressly granted to you under this Agreement, including, without limitation, all patent rights, copyrights, trademarks, trade names, trade secrets, trade dress and other intellectual property and proprietary rights. There are no implied licenses under this Agreement.
6. Your Submissions Are Not Confidential. You agree and understand that messages, original art, and other Content submitted by you are not private or secure and may be viewable by persons other than intended recipients. You agree not to submit to us via the Website any Content that you wish to keep private.
7. Content in the Services
   1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, illustrations, graphics, objects, 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 as the “Content”.
   2. You acknowledge that Content presented to you as part of the Services is protected by intellectual property rights which are owned by third parties who provide that Content to Radical (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 Radical or by the owners of that Content, in writing.
   3. Radical reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.
   4. 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.
   5. You agree that you are solely responsible for (and that Radical 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 Radical may suffer) by doing so.
Intellectual Property
1. You acknowledge and agree that Radical (or Radical'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). The Services include, without limitation, all rights with respect to copyrights, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, all data, graphics, icons, images, logos, text, and the compilation of all content therein, and all service marks, trademarks, trade names, and trade dress depicted on the Services are owned by Radical (or Radical's licensors).
2. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
3. You agree that in using the Services, you will not use any trademark, 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.
8. Content License from you.
   1. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Service. By submitting, posting or displaying the Content you give Radical a worldwide, perpetual, irrevocable, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, sublicense (through multiple tiers), and otherwise exploit any Content which you submit or post on or through the Services in any manner or media whatsoever, now known or hereafter developed.
   2. In connection with Content you submit to the Services, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Radical to use such Content in the manner contemplated by the Services and these Terms of Service. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant Radical all of the license rights granted herein.
   3. You understand that Radical, 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 license shall permit Radical to take these actions.
   4. You confirm and warrant to Radical that you have all the rights, power and authority necessary to grant the above license.

9. Copyright Agent.

   The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Services; your address, telephone number, and e-mail address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner's behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Radical actual knowledge of facts or circumstances from which infringing material or acts are evident. Radical's copyright agent for notice of claims of copyright infringement can be reached as follows:

   • Name: @radical.media LLC
   • Address: 435 Hudson Street, 6^th Floor, New York, NY 10014

   We suggest that you consult your legal advisor before filing a notice with Radical's copyright agent. You should note that there can be penalties for false claims under the DMCA.

10. Privacy Policy. For information about our data protection practices in connection with the Services, please read our privacy policy at http://www.ro.me. This policy explains how Radical treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with Radical's privacy policy.
11. Changes to Agreement. Radical reserves the right to change, amend and/or modify this Agreement, in whole or in part, at any time with or without notice. You hereby acknowledge and agree that such changes, amendments and/or modifications will become effective when posted on the Services or as otherwise provided by Radical. From time to time, Radical may post on the Website or otherwise notify you of additional or different rules and policies relating to the Services. These rules and policies shall thereafter be part of this Agreement. If you use the Services after the posting or other notice of changes in this Agreement or changed rules or policies, you are agreeing to follow and be bound by them for such use.
12. NO WARRANTIES. THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. WE HAVE NO CONTROL OVER AND MAKE NO REPRESENTATIONS AS TO THE TRUTH OR ACCURACY OF USER GENERATED CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, RADICAL EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, RADICAL DOES NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY RADICAL IN CONNECTION WITH YOUR USE OF THE SERVICES, NOR THAT THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER THE CONTROL OF RADICAL OR IN ANY WAY CONNECTED WITH THE SERVICES, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR REPUBLICATION OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RADICAL OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
13. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RADICAL, ITS AFFILIATES, DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED HEREUNDER, EVEN IF RADICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE SERVICES PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICES FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR UNDER THE CONTROL OF RADICAL OR IN ANY WAY CONNECTED TO THE SERVICES. SUCH LIMITATION ON LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
14. Indemnification. You agree to release, indemnify and hold harmless Radical, its affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including attorneys' fees, with respect to your use or misuse of, or reliance upon, the Services or your violation of this Agreement or rights of another or with respect to any Content you submit or make available through the Services. This section shall survive the termination of this Agreement.

15. Release. You acknowledge that Radical may license your Content to licensees for any purpose, including without limitation, Chris Milk and/or Danger Mouse, for use in connection with musical and/or commercial activities of a public nature (e.g., television, cinema, live concert projection, etc.), and you consent to any such use without any compensation to you. You hereby release Radical (and our officers, directors, members, managers, employees, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with our use of Content submitted by you to us, or our licensees' use of such Content.

    If you are a California resident, you waive California Civil Code 1542, which says:

    "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

16. Term and Termination. This Agreement is effective until terminated by Radical or you. Radical shall have the right to terminate this Agreement including, without limitation, your right to access and use the Services, at any time in Radical's sole discretion and without advance notice to you. The licenses granted herein by Radical to you shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. Upon termination of this Agreement for any reason, you shall immediately cease using the Services.
17. Governing Law and Venue. This Agreement shall be governed by the laws of the State of New York without giving effect to conflict or choice of law principles, and any litigation between the parties arising under this Agreement shall be conducted exclusively in state or federal courts located in the State and City of New York. The parties agree that “United Nations Convention on Contracts for the International Sale of Goods” shall not apply to this Agreement.
18. Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
19. No Assignment, Sublicense or Transfer. You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without prior written consent of Radical. Any such attempted assignment, sublicense, or transfer will be null and void and Radical, in its sole discretion, shall have the right to immediately terminate this Agreement.
20. Beta. The Services are being made available to you as part of a beta program for trial and evaluation (“Beta Services”). You acknowledge and agree that such Beta Services: (i) are provided for evaluation purposes only; (ii) may change or cease to be functional without notice at the sole discretion of Radical; and (iii) shall not create any obligation for Radical to continue to develop, support, repair, offer for sale, or in any other way continue to provide to you or to any other party the Services.
21. Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter and may be amended only in a writing signed by both parties. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. ANY TERMS AND CONDITIONS OF ANY DOCUMENT SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES THAT ARE IN ADDITION TO, DIFFERENT FROM, OR INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE NOT BINDING ON RADICAL AND ARE INEFFECTIVE. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY RADICAL TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS AGREEMENT.