General terms for every order of a Napster Product
November 2026 edition | 11.3.26
Published together with the Napster Product Terms, which contain a section for each Product. Prior editions of both are available at the archive address shown on those pages.
1. About these Commercial Terms
1.1 What this document is. These Napster Commercial Terms (the "Commercial Terms") state the terms on which Napster Corporation ("Napster") supply the products and services described in the Napster Product Terms (each a "Product"). The Commercial Terms apply to every Product. The Napster Product Terms (the "Product Terms") contain, for each Product, a Specification that describes the Product and the way its use is measured, and Product-Specific Terms that apply only to that Product. What each Product is, and its features and components, are described in the Napster Product Specifications, which form part of the Product Terms.
1.2 How they apply. The Commercial Terms and the Product Terms form part of each Order Form that references them and of each other agreement between Napster and the Buyer that incorporates them by reference, whether or not a copy is attached. They apply to the use of a Product by the Buyer, by the Customer and by their users.
1.3 Relationship to the Governing Agreement. The Commercial Terms and the Product Terms supplement the Governing Agreement. They are in addition to, and do not supersede, the terms of the Governing Agreement. Subject to the Governing Agreement and Customer’s compliance with its terms including timely payment of all applicable amounts due, Napster grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right, during the term stated on the Order Form or Order Notice (the “Order Document”), to access and use each Product stated on the Order Document in the quantities stated on it, and to permit Customer's authorized users to use such Product, for the Customer's own business purposes, as the Order Form or Order Notice, the Product section for that Product and the Product Documentation further provide. This license continues only for the Order Term (including any renewal term) stated in the applicable Order Document and will automatically end without further notice when the Order Term expires or otherwise terminates, or the Governing Agreement is terminated. No perpetual right or license is granted and no rights are granted to Customer or its users except as expressly stated herein. They do not themselves allocate liability or deal with confidentiality, data protection, intellectual property or termination, all of which are governed by the Governing Agreement. Where they and the Governing Agreement address the same subject, the "Order of precedence" section (section 16) applies.
1.4 Structure of a Product section. Each Product section is divided into a Specification (what the Product is, what an order includes, how use is measured and what the Customer must provide) and Product-Specific Terms (rules that apply only to that Product). A Product section may state that a rule in these Commercial Terms does not apply to its Product or applies differently; otherwise these Commercial Terms apply in full.
1.5 Catalog names. An Order Form orders a Product by the catalog name shown in the heading of its Product section or, for a Partner, in the Partner Price List. Where an Order Form uses a catalog name, the Product section bearing that name applies to that line.
2. Definitions
Capitalized terms have the meanings below, in the Commercial Terms and in the Product Terms alike, or, where not defined here, the meanings given in the Governing Agreement. Terms defined in a Product section apply to that section only.
"Agent-hour" means sixty (60) minutes of AI Agent time, measured as described in the "Measurement of usage" section (section 7).
"AI Agent" means a synthetic agent supplied as part of a Product that interacts with users by text, voice or video, in whatever form Napster makes it available from time to time.
"Buyer" means the party that places an Order Form with Napster, being either a Customer ordering for its own use or a Partner ordering for resale or distribution. In the Partner Agreement the Buyer is called the Partner.
"Commitment" means a quantity of usage, a number of units, a minimum term or a minimum amount that an Order Form states the Buyer commits to for an Order Term.
"Customer" means the organization that uses a Product: the Buyer, where the Buyer orders for its own use; otherwise the organization identified on the Order Form, or in an Order Notice under the Partner Agreement, as the end customer.
"Customer Agreements" means the terms of service, privacy policy and other end-user terms that Napster publishes for individuals who use a Product, as the Governing Agreement provides.
"Digital Twin" means an AI Agent in the likeness of an identified individual, generated with that individual's consent, with or without a reproduction of that individual's voice.
"Documentation" means the user guides, technical requirements, network and integration information, release notes and similar materials that Napster publishes for a Product from time to time, at the address stated in the Product section.
"Edition" means a dated version of the Commercial Terms, of the Product Terms, of a Product section, or of another document published by Napster at a stated address, identified by its publication date.
"Governing Agreement" means the agreement identified on the Order Form as governing it: the Master Services Agreement signed by Napster and the Buyer, the Partner Agreement, or another agreement so identified.
"Hardware" means any physical device, stand, accessory or component that Napster supplies with a Product, whether under a subscription or by sale.
"Included Usage" means the usage, allowances or quantities that a Product section states are included in a subscription, package or Seat for each period without additional charge.
"Order Form" means a document in Napster's then-current form that orders Products, signed by the Buyer and countersigned by Napster, including any exhibit it names. An Order Notice is not an Order Form.
"Order Notice" means a notice in the form the Partner Rate Card provides by which a Partner orders an enabled Product under the Partner Agreement. An Order Notice carries data only, as the "Order Notices" section (section 11.5) provides.
"Order Form Date" means the date printed on the Order Form as its date or, where none is printed, the date the Buyer signed it.
"Order Start Date" means the date on which the Order Term begins, being the date stated on the Order Form or, where none is stated, the date Napster accepts the Order Form; subject to any different commencement rule in the Product section for a Product.
"Order Term" means the period for which a Product is ordered under an Order Form, including any renewal period.
"Partner" means a party that has entered into the Partner Agreement with Napster and orders Products for resale or distribution to Customers.
"Partner Agreement" means the Partner Agreement between Napster and a Partner, with its appendices and schedules and the Partner Rate Card.
"Partner Price List" means the dated list of Napster's list prices for Products that Napster publishes to Partners, in the Edition current from time to time.
"Partner Rate Card" means the document of that name signed by Napster and a Partner under the Partner Agreement, which records the Products the Partner is enabled to order and the Partner's entitlement for each of them.
"Pass-Through Charge" means a charge that Napster incurs from a third party in supplying a Product to the Customer and that a Product section states is charged to the Buyer, including carrier, telephony, logistics, customs and similar charges and the cost of third-party models or services the Customer elects to use.
"Pooled Usage" means usage that a Product section states is aggregated across all eligible users of a Customer and charged from a single shared allowance or at a single rate.
"Pre-Release Offering" means any Product, feature, model, region or service that Napster designates as alpha, beta, preview, early access, pilot, limited release, evaluation, in build, in development, experimental or by a similar description, until Napster designates it generally available.
"Prepaid Balance" means a block of usage, hours or credit that the Buyer purchases in advance and that is drawn down as it is consumed.
"Price" means the amount stated for a line on the Order Form, which includes the unit and period to which it applies (for example per Station per month, per agent-hour, per block).
"Product section" means the section of the Product Sections that bears a Product's name.
"Seat" means a named-user or administrator subscription to a Product for a period, as described in the Product section; an Admin Seat is a Seat for an administrator.
"Session" means a single continuous interaction between a user and an AI Agent or Digital Twin, from initiation to termination, as measured under the "Measurement of usage" section (section 7).
"Special Terms" means terms stated under that heading on an Order Form countersigned by Napster or, for a Partner, in the Partner Rate Card.
"Subscription" means a right to use a Product for a period in return for a recurring charge, including Seats, packages and Hardware supplied under a subscription.
"Usage Charge" means a charge calculated on measured use of a Product at the Price stated on the Order Form.
3. Editions, updates and the edition that applies
3.1 Editions. Napster publishes these Commercial Terms and the Product Terms as dated Editions at Napster Product & Commercial Terms, and the Napster Product Specifications as dated Editions at the Napster Product Specifications, or at a successor address Napster notifies to the Buyer, and keeps each prior Edition available at the archive address shown on those pages. A Product section may carry its own Edition date, in which case the date of the Product section governs that section and the date of these Commercial Terms governs these Commercial Terms. Napster will supply a copy of any Edition on request.
3.2 Edition that applies to an order. The Edition of these Commercial Terms and of each applicable section of the Product Terms published on the Order Form Date applies to that Order Form for its Order Term. Where an Order Form renews without a new Order Form, the Edition published on the first day of the renewal period applies to the renewal period, and Napster will make the then-current Edition available to the Buyer before the last date on which the Buyer may give notice not to renew.
3.3 Updates during an Order Term. Napster may apply a later Edition to an existing Order Form during its Order Term only where the change is required by applicable law or regulation, or is needed to address a material risk to the safety of persons or property or to the security of a Product, its users or data (a "Required Change"). Napster will publish a Required Change at the address in the "Editions" section (section 3.1) and will tell the Buyer about it. A Required Change applies from the date Napster states, which will be no earlier than the date of publication unless the law requires otherwise.
3.4 New features, regions and Products. Terms that Napster publishes for a feature, model, region or Product first made available after the Order Form Date apply from the Customer's first use of it, in the Edition current on that date.
3.5 Documentation. Documentation describes a Product as supplied from time to time and may be updated at any time. Documentation is not part of the Commercial Terms or the Product Terms and does not vary them. Any commitment about what a Product does is measured against the Specification in the Product section and the Napster Product Specifications, in the Edition that applies, not against Documentation.
3.6 Changes to Products. Napster may make commercially reasonable changes to a Product from time to time, including adding, modifying or retiring features, models, integrations or regions and changing third-party dependencies, provided that no change will materially reduce the core functionality described in the Specification of that Product or in the Napster Product Specifications during an Order Term. The "Pre-Release Offerings and availability" section (section 12) and the "Discontinuation" section (section 13.3) apply to new and withdrawn Products.
4. Ordering, acceptance and commencement
4.1 Order Forms. Products are ordered on an Order Form. An Order Form identifies the Governing Agreement, lists each Product by catalog name with its quantity and Price, and may state an Order Term, a Commitment and Special Terms. The Order Form and the documents it incorporates are the only statement of what has been ordered.
4.2 Acceptance. An Order Form binds the parties when the Buyer has signed it and Napster has countersigned it. An Order Form that has been altered from Napster's form, or that contains Special Terms, is an offer that Napster accepts only by countersignature. Napster may decline an Order Form, including for a location in which a Product is not available or certified. An Order Notice is accepted as the "Order Notices" section (section 11.5) provides.
4.3 Order Start Date and commencement. The Order Term for each Product begins on the Order Start Date, except that a Product section may state a different commencement rule for its Product (for example commencement on delivery of Hardware or on first use of a metered Product). Where lines on one Order Form commence on different dates, each line runs for its own Order Term unless the Order Form states that the lines are co-terminous.
4.4 Quantities. Quantities stated on an Order Form are the quantities ordered for the Order Term. The Buyer may order additional quantities at any time on a further Order Form or, where the Governing Agreement or a Product section allows it, through a Napster console; additional quantities are charged at the Price on the Order Form for the same Product, pro rated to the end of the then-current period, unless the Order Form states a different price for additional quantities. Quantities may be reduced only with effect from the start of a renewal period, by notice given before the last date on which the Buyer may give notice not to renew.
4.5 Special Terms. Special Terms vary the Governing Agreement, these Commercial Terms and the Product Terms for the Order Form that contains them only, to the extent of the express conflict, and are the only way those documents are varied for that order; they do not vary any other order. Special Terms may not vary the data processing terms between the parties, or the sections of the Governing Agreement that it states may be varied only by a written amendment signed by both parties.
4.6 Purchase orders. A purchase order or similar document that the Buyer issues is for the Buyer's administrative purposes only. Napster will quote its number on invoices on request. Terms printed on or referenced in it do not apply, and the Buyer's obligation to pay does not depend on one being issued.
5. Prices, taxes and currency
5.1 Price. The Price for each line is the amount stated on the Order Form, together with the unit and period stated in it. A Price is fixed for the Order Term stated on the Order Form, except for Pass-Through Charges and except as the "Commitments and minimums" section (section 6.5) provides for usage above a Commitment.
5.2 List prices and rate cards. Napster's published list prices, including the Partner Price List, and any entitlement stated in a Partner Rate Card, are not part of an Order Form unless the Order Form says so. Napster may change list prices by publishing a new Edition of the Partner Price List or of its other published prices; a change does not affect a Price on an accepted Order Form during its Order Term, and applies to an Order Notice only as the Partner Rate Card provides.
5.3 Taxes. Prices exclude taxes, duties, levies and similar governmental charges of any kind, other than taxes on Napster's net income. The Buyer pays them, or provides a valid exemption certificate, as the Governing Agreement provides.
5.4 Currency and payment. Prices are stated and invoiced in the currency shown on the Order Form or, where none is shown, in United States dollars. Payment terms, late payment, set-off and suspension for non-payment are as stated in the Governing Agreement.
5.5 Partner orders. Where the Buyer is a Partner, the Price is the amount Napster charges the Partner. Prices and terms between the Partner and its Customer are a matter for the Partner, subject to the Partner Agreement. A Partner discount shown on an Order Form is confidential to Napster and the Partner.
6. Invoicing by type of charge
Each line on an Order Form is one of the types of charge below. The type is determined by the Product section and by the unit and period stated in the Price, not by any separate billing column. The Order Form states what is due on acceptance; this section states when everything else is invoiced.
6.1 Subscription charges. Charges stated per period (for example per month or per year) for a Subscription are invoiced in advance for each period. Charges stated per year, and platform or license fees stated for the Order Term, are invoiced in advance on acceptance of the Order Form for the first year and on each anniversary of the Order Start Date for each later year. Charges stated per month are invoiced monthly in advance from the Order Start Date, unless the Order Form states that they are invoiced annually in advance. Subscription charges are not refundable and are not reduced for partial use of a period.
6.2 One-time charges. Charges that are not recurring and are not usage based, including the purchase price of Hardware and any set-up or implementation charge stated on an Order Form, are invoiced on acceptance of the Order Form, or on shipment where the Product section says so.
6.3 Prepaid Balances. A Prepaid Balance is invoiced in full on acceptance of the Order Form. It is drawn down as usage is consumed, in the order in which Prepaid Balances were purchased, after any Included Usage for the period has been used. A Prepaid Balance expires [OI-PT-01: twelve (12)] months after the date of the Order Form that purchased it, or on the end of the Order Term if earlier, unless the Order Form states a different period. Unused amounts are not refunded, not carried into a later Order Term and not transferable to another Product or another Customer. Usage beyond a Prepaid Balance is a Usage Charge at the Price stated on the Order Form for that Product or, where the Order Form states no usage price, at the rate the Order Form states for the Prepaid Balance divided by the quantity it contains.
6.4 Usage Charges. Usage Charges are invoiced monthly in arrears for usage measured in the preceding calendar month, at the Price stated on the Order Form. Usage that is not covered by Included Usage, a Prepaid Balance or a Commitment is charged at that Price; no higher rate applies to usage above the quantities ordered unless the Order Form states one.
6.5 Commitments and minimums. Where an Order Form states a Commitment: (a) the Price stated for the committed line is the rate for that Commitment and is fixed for the Order Term; (b) usage above the Commitment in a period is charged at the same Price; (c) the committed amount is invoiced as the Order Form states or, where it does not, in advance for each year of the Order Term; (d) committed amounts that are unused at the end of a year [OI-PT-02: may be used during the first six (6) months of the following year of the same Order Term and are otherwise] forfeited; and (e) committed amounts remain payable for the whole Order Term notwithstanding any earlier termination of the Subscription for any reason other than Napster's breach.
6.6 Pass-Through Charges and additional charges. Certain Products carry additional charges, as stated in their Product sections, including usage beyond the quantities ordered and Pass-Through Charges. Pass-Through Charges are charged at the amounts Napster incurs from the third party or at the rates Napster publishes for them from time to time, and are by their nature not fixed by an Order Form or by the Edition that applies to it. They are invoiced monthly in arrears, or on shipment or delivery where they relate to Hardware, together with any associated handling charge stated in the Product section.
6.7 What is due on acceptance. The amount the Order Form states as due on acceptance is invoiced on acceptance of the Order Form and is payable as the Governing Agreement provides. Where an Order Form states a different payment schedule in Special Terms, that schedule applies to that Order Form only.
6.8 Invoices and records. Napster issues invoices electronically to the billing contact stated on the Order Form. Napster's records of quantities ordered, usage measured and Prepaid Balances consumed are the basis of each invoice.
7. Measurement of usage
7.1 What is measured. Usage of an AI Agent or Digital Twin is measured per Session as the time from initiation to termination of the Session, in minutes. Each partial minute is rounded up to the next whole minute. Minutes are aggregated for each calendar month and expressed in Agent-hours for invoicing. A Product section may state additional or different units for its Product (for example Seats, numbers, messages or devices) and the rules for counting them.
7.2 Pooled Usage. Where a Product section provides for Pooled Usage, usage by all eligible users of the Customer is aggregated into one pool for the period and charged against the Customer's Included Usage, Prepaid Balance or Commitment before any Usage Charge applies.
7.3 Allocation across Products. Usage is allocated to the Product through which it is generated. Included Usage, a Prepaid Balance or a Commitment for one Product does not cover usage of another Product unless the Product section or the Order Form says so.
7.4 Records and disputes. Napster's measurement records are the conclusive basis for Usage Charges, absent manifest error. Napster makes usage information available to the Customer through the Product's console or dashboard or on request. The Buyer may dispute a Usage Charge by written notice given within thirty (30) days after the invoice date, stating the reason; the parties will work together in good faith to resolve the dispute, the Buyer pays the undisputed part of the invoice when due, and Napster corrects any error shown.
8. Subscriptions
8.1 Term and renewal. A Subscription runs for the Order Term stated on the Order Form. Whether and how it renews is as stated on the Order Form or, where the Order Form is silent, as the Governing Agreement provides. The Price for a renewal period is the Price on the Order Form unless the Order Form states a renewal price, a cap or a different basis.
8.2 Included Usage. Included Usage is available from the start of each period, does not carry over to a later period, is not refundable and has no cash value. Where Included Usage is exhausted before the end of a period, further usage in that period is charged as the "Prepaid Balances" section (section 6.3) and the "Usage Charges" section (section 6.4) provide, or the Buyer may move to a larger package or Seat type where the Product section allows it.
8.3 Minimum terms. Where a Product section or an Order Form states a minimum term for a Subscription, the Subscription charges for the whole minimum term are a Commitment under the "Commitments and minimums" section (section 6.5).
8.4 Packages and plans. Where a Product is sold in packages, plans or tiers, the package ordered determines the Included Usage, the number of users or roles and the features available, as described in the Product section. A move to a different package takes effect from the start of the next period unless the Product section allows an immediate move.
8.5 Suspension and reactivation. Suspension for non-payment or breach, and the effect of suspension on charges, are as the Governing Agreement provides. Subscription charges continue to accrue during a suspension caused by the Buyer or the Customer.
9. Hardware
This section applies to Hardware supplied with any Product, whether under a Subscription (a "Hardware Subscription") or by sale (a "Hardware Purchase"). A Product section may add rules for its Hardware.
9.1 Delivery and risk. Napster delivers Hardware to the delivery address stated on the Order Form or in an exhibit to it. Delivery dates are estimates. Risk of loss or damage passes to the Buyer on delivery to that address. Where the Buyer or the Customer collects, or arranges carriage, risk passes on hand-over to the carrier.
9.2 Logistics and import. Freight, insurance in transit, duties, import taxes and customs charges are Pass-Through Charges unless the Order Form states a fixed logistics charge. Where delivery is outside the country of the Napster entity that accepts the Order Form, the Buyer is the importer of record unless the Order Form states otherwise, and the Buyer provides the information Napster needs to ship.
9.3 Certification and availability. Hardware is supplied only to countries for which it is certified. Napster may decline, delay or cancel delivery of Hardware to a country for which it is not certified or to which supply is restricted, and will refund any amount prepaid for Hardware it cancels.
9.4 Inspection and dead on arrival. The Customer inspects Hardware on delivery and notifies Napster within five (5) business days of any unit that is damaged on arrival or does not power on and operate as described in the Specification. Napster repairs or replaces such a unit at its option and cost, including return carriage. Hardware not so notified is accepted on the sixth (6th) business day after delivery.
9.5 Title. Title to Hardware under a Hardware Subscription remains with Napster throughout the Subscription and any renewal, unless the Order Form states that title passes at the end of a minimum term on payment in full. Title to Hardware under a Hardware Purchase passes to the Buyer on payment in full of the purchase price. Until title passes, the Buyer shall not, and shall procure that the Customer does not, sell, lease, lend, pledge or encumber the Hardware or permit any lien over it, and shall keep it identified as Napster's property.
9.6 Warranty and remedies. Napster warrants that Hardware will operate materially as described in the Specification for the Subscription term, for Hardware under a Hardware Subscription, or twelve (12) months from delivery, for a Hardware Purchase (the "Hardware Warranty Period"). The Buyer's sole remedy for breach of this warranty is repair or replacement, at Napster's option, with new or refurbished equipment of equivalent function; a replacement does not restart the Hardware Warranty Period. The warranty does not cover damage caused by accident, misuse, unauthorized modification, failure to follow the Documentation, environmental conditions outside those stated in the Specification, or normal wear.
9.7 Care, relocation and insurance. The Customer keeps Hardware in the condition in which it was delivered, normal wear excepted, uses it only as the Documentation describes, and does not relocate it to another site or country without Napster's written consent. Under a Hardware Subscription the Buyer insures the Hardware for its replacement value or is responsible for loss or damage as if it had.
9.8 Software and updates. Software and firmware in Hardware is licensed, not sold, and is used only with the Hardware and the Product. Napster may update software and firmware remotely and the Customer shall not prevent updates that Napster designates as required.
9.9 Return at end of a Hardware Subscription. Where title has not passed, the Buyer shall procure that each unit of Hardware is returned to Napster, or made available for collection, within thirty (30) days after the end of its Subscription, in its original or equivalent packaging and in the condition required by the "Care, relocation and insurance" section (section 9.7). Return carriage is at the Buyer's cost unless the Order Form states otherwise. Until a unit is returned or collected, the Subscription charge for it continues to accrue, and Napster may charge the replacement value of a unit that is not returned within sixty (60) days or is returned damaged.
10. Professional Services
10.1 How services are ordered. Professional Services are ordered either as prepaid blocks of hours on an Order Form or under a Statement of Work for separately scoped work.
10.2 Prepaid blocks. A prepaid block is a Prepaid Balance of hours. Hours are consumed as services are delivered, in increments of one (1) hour, including reasonable preparation time and time lost through the Customer's late cancellation or unavailability on less than two (2) business days' notice. Blocks expire as the "Prepaid Balances" section (section 6.3) provides. Services are delivered remotely during Napster's business hours unless agreed otherwise; travel and expenses that the Buyer approves in advance are invoiced at cost.
10.3 Statements of Work. A Statement of Work states the scope, deliverables, assumptions, schedule and charges for an engagement and is invoiced as it provides. A change to any of them is agreed in writing under the Statement of Work. Work product, acceptance and intellectual property in deliverables are governed by the Governing Agreement and the Statement of Work.
10.4 Dependencies. Delivery depends on the Customer providing access, information, decisions and personnel on time. Napster is not responsible for delay or additional cost caused by the Customer's failure to do so and may invoice time lost as a result.
11. Marketplace and partner-placed orders
11.1 Marketplace purchases. Where a Customer purchases a Product through a third-party marketplace, including under a private offer, the marketplace's transaction terms govern the purchase, the price and the payment, and the Commercial Terms and the Product Terms govern the use of the Product. Nothing in the marketplace terms varies them.
11.2 Orders placed by a Partner. Where a Partner places an Order Form, or submits an Order Notice, for a Customer, the Partner is the Buyer. The Customer's use of the Product is subject to the Commercial Terms, the Product Terms and the Customer Agreements that the Partner Agreement requires the Customer to accept. Napster may suspend a Customer's use as the Partner Agreement provides where the Partner has not paid for it.
11.3 Ordering on behalf of another. Where a Buyer orders a Product for use by another organization, the Buyer is responsible for that organization's compliance with the Commercial Terms, the Product Terms and the Governing Agreement as if it were the Buyer's own.
11.4 Partner duty to inform its Customers. Where the Buyer is a Partner, the Buyer shall inform each Customer of the responsibilities that the Product section for each Product ordered places on the Customer, including any notice, consent, site, network or identity requirement, and is responsible under the Partner Agreement for procuring that the Customer meets them.
11.5 Order Notices. Where the Partner Agreement and the Partner Rate Card allow a Partner to order an enabled Product by Order Notice, Napster accepts the Order Notice by provisioning the Product, the date the Partner submits the Order Notice is treated as the Order Form Date, and the date of provisioning as the Order Start Date, for that order. These Commercial Terms and the Product Terms then apply to the order as they apply to an Order Form, in the Edition published on the Order Form Date, and the Partner Rate Card states the Price. An Order Notice carries data only: it cannot vary, add to or waive any term, and anything in it beyond the fields the Partner Rate Card requires has no effect. The Products and matters that the Partner Rate Card reserves to a signed Order Form may not be ordered by Order Notice.
12. Pre-Release Offerings and availability
12.1 Designation. Napster designates Pre-Release Offerings in the Product section, in Documentation or in the Product itself. A Pre-Release Offering is supplied for evaluation, may be changed or withdrawn at any time without notice and may contain errors.
12.2 Not ordered until generally available. Except as the "Public beta available to order" section (section 12.2A) provides, a Product or feature that is a Pre-Release Offering on the Order Form Date is not supplied under that Order Form and no charge for it is due until Napster confirms in writing to the Buyer that it is generally available, from which date the Order Form, the Product Terms and any Price stated for it apply. Until then any line for it on an Order Form has no effect and the Buyer shall not represent it to any Customer as available.
12.2A Public beta available to order. Napster Pulse is a Pre-Release Offering in public beta that is available to order, and the Products table of the Product Terms identifies it as "Public beta, available to order". Despite section 12.2, it may be ordered on an Order Form and the Prices stated for it are payable. For such an order: (a) section 12.1 does not permit Napster to withdraw it during the Order Term, and the "Discontinuation" section (section 13.3) applies instead; (b) it is provided as is, without warranty, service levels or service credits, except as its Product section states; and (c) the exclusion in section 12.3 from Napster’s commitments does not affect section 13.3 or the termination and refund provisions of the Governing Agreement. Its Product section may state further terms.
12.3 Terms for Pre-Release Offerings. Pre-Release Offerings are provided as is, without warranty, service levels or service credits, and are excluded from any commitment Napster makes about a Product in the Governing Agreement, except as to confidentiality and data protection. Any feedback the Customer gives about a Pre-Release Offering may be used by Napster without restriction. Napster's aggregate liability in connection with a Pre-Release Offering is limited as the Governing Agreement provides.
13. Service levels, support and discontinuation
13.1 Service levels. Availability commitments, support hours, severity levels, response targets and service credits are stated in the Napster Support and Service Level Policy published at napster.com/legal/support or at a successor address Napster notifies to the Buyer. Service credits are the sole remedy for a failure to meet a service level. Nothing in a Product section enlarges a service level.
13.2 Support tiers. The support tier that applies is the tier stated on the Order Form or, where none is stated, Napster's standard tier. Where the Buyer is a Partner, the Partner provides first-line support to its Customers as the Partner Agreement provides.
13.3 Discontinuation. Napster may discontinue a Product or a material feature on not less than [OI-PT-04: ninety (90)] days' notice. Where Napster discontinues a Product during an Order Term, the Order Form terminates as to that Product on the discontinuation date and Napster refunds any prepaid charges for the period after that date. Discontinuation of a third-party dependency that Napster does not control is governed by the "Changes to Products" section (section 3.6).
13.4 Statements about the Products. Neither Napster nor the Buyer shall represent to a Customer or to any individual any uptime, availability, response time, latency or performance figure for a Product, or any characteristic of a Product, as a commitment beyond the commitments stated in the Governing Agreement, the Napster Support and Service Level Policy and the Specification for that Product. A figure stated in a Specification or in Documentation as typical, approximate or indicative describes the Product as designed and is not a commitment.
14. Data, security and acceptable use
14.1 Where these rules live. Data protection, security measures, acceptable use and the restrictions that apply to the use of models, voices and likenesses are governed by the Governing Agreement and the policies it incorporates. A Product section may state additional requirements that are specific to its Product, for example consent the Customer must obtain before a Digital Twin is created.
14.2 Customer responsibilities. The Customer is responsible for the content it provides to a Product, for the instructions it gives an AI Agent, for the users it allows to use a Product and for meeting the technical requirements stated in the Specification.
14.3 Digital Twins. Where a Product supports Digital Twins, the Customer shall obtain and be able to evidence the informed consent of each individual represented by a Digital Twin, shall comply with Napster's Digital Twin governance requirements as the Documentation describes them, and shall not create or use a Digital Twin of an individual who has not consented. A Product section may add requirements for its Product.
15. Interpretation
15.1 References by caption. A reference in the Commercial Terms, in the Product Terms, in an Order Form, in a Partner Rate Card, in an Order Notice or in a Statement of Work to a section by its caption is a reference to the section so captioned in the Edition that applies, whatever its number. Captions are otherwise for convenience.
15.2 General words. "Including" means including without limitation. "Written" includes email. A reference to a period of days means calendar days unless business days are stated. Where these Commercial Terms and a Product section conflict, the Product section prevails for its Product.
15.3 Language. The Commercial Terms and the Product Terms are published in English. A translation is for convenience and the English text governs.
16. Order of precedence
If documents conflict, they control in this order, each to the extent of the conflict and only for the subject matter it addresses:
1. the Special Terms of the applicable Order Form, for that Order Form only, and never so as to vary the data processing terms between the parties;
2. where the Buyer is a Partner, Special Terms stated in the Partner Rate Card, for the Partner relationship, subject to the same limit;
3. the data processing terms between the parties, for data protection;
4. the rest of the applicable Order Form, as to the Products ordered, quantities, Prices, Order Term, Commitments and what is due on acceptance, and, where the Buyer is a Partner, the rest of the Partner Rate Card as to the Products enabled and the Partner's entitlements;
5. where the Buyer is a Partner, Appendix A to the Partner Agreement, as to lead registration, deal protection and co-sell;
6. the Governing Agreement, with its other appendices and schedules;
7. the Product Terms, which nevertheless prevail over the Governing Agreement and these Commercial Terms as to the description, measurement and Product-Specific Terms of a Product, and within which the section for the Product ordered prevails where two Product sections conflict; then these Commercial Terms;
8. the Napster Support and Service Level Policy and the other policies the Governing Agreement incorporates, each for its subject matter.
An Order Notice carries data only and has no place in this order. Terms in a purchase order, vendor portal, questionnaire or other document issued by the Buyer or the Customer have no effect, as the "Purchase orders" section (section 4.6) provides.