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1) All the music is Microsoft DRM protected. This is the worst part of all. All of the music you download can only be played with a Microsoft blessed player such as WMP or the Pressplay application.
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Fuck that - I only use foobar2000 for audio files now, have had winamp completely uninstalled for quite awhile, and f'ing hate that worthless bloated piece of junk Windows Media Player.
I use Emusic - $9.95/month, No copy protection or restrictions at all, and excellent indie/jazz/etc selection (can't forget the COMPLETE George Carlin collection)
One possible "downside" for some people is the complete lack of of the pop crap on the site. The biggest downsides for me are
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0) that the files are/were (haven't used it in a bit now) in the inferior MP3 format @ 128kbps - would much rather prefer the option of Ogg-Vorbis or Musepack (Flac would be my first choice, but those would be too large for most dialup users)
1) They require you to use their downloader now - a small sacrifice in my opinion