INTRODUCTION / ACCEPTANCE OF TERMS OF USE
Welcome to RightsFlow’s Website www.rightsflow.com (“Website”) or (“site”). These are the Terms and Conditions of Use (“Terms of Use”) governing your access to and use of this Website. PLEASE READ THE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY BEFORE CONTINUING TO USE THE WEBSITE. You are acknowledging and accepting these Terms of Use and are entering into a binding and enforceable legal contract between you and RightsFlow, Inc. (“RightsFlow”) on your behalf and on behalf of the organization you represent (“Agreement”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MUST CEASE USING THE WEBSITE.
If you are under eighteen (18) years of age, you must have parental consent before attempting to license any song using this site.
1. OWNERSHIP OF THIS WEBSITE
This Website is owned and operated by RightsFlow. All of the content featured or displayed on this Website, including, but not limited to, text, graphics, photographs, images, moving images, sound, illustrations and software, and all related rights, are the exclusive property of RightsFlow. All elements of this Website are protected by copyright, trademark, trade dress, moral rights and other laws relating to intellectual property. Upon accepting these Terms of Use and entering into the Agreement with RightsFlow, and subject to your full compliance with the Terms of Use, you are granted a revocable license to access this Website. You acknowledge that RightsFlow may terminate or limit your access to the site at any time, including, without limitation, for any breach of these Terms of Use, with or without notice.
2. REGISTRATION INFORMATION / USERNAME AND PASSWORD
You agree to provide complete and accurate information when registration is required for any portion of this site. Upon registration, you will choose a private username and password. You agree to use your username and password only to purchase licensing services and conduct business on behalf of yourself or the organization you represent. You will not permit others to use your username or password for any reason. RightsFlow will not be liable in the event of loss of your username or password or for any misuse by anyone of your username or password. You have the sole responsibility to secure and maintain your username and password and agree to immediately notify RightsFlow of any unauthorized use of your username and password.
3. PRIVACY POLICY
RightsFlow values your privacy. Please review the Privacy Policy governing this Website: www.rightsflow.com/privacy
RightsFlow reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, at our sole discretion.
4. NO UNLAWFUL OR UNAUTHORIZED USES
You agree and warrant that you will not use this Website or RightsFlow’s licensing services for any purpose that is unlawful or prohibited by these Terms of Use. You further agree that you will not use this Website in any manner that could damage, disable, overburden or impair the Website, or interfere with any other party’s use of the Website.
5. VIOLATIONS OF TERMS AND CONDITIONS
Should you violate these Terms and Conditions or any other rights of RightsFlow or any third parties, RightsFlow reserves the right to pursue any and all legal and equitable remedies against you, including without limitation, terminating any and all user accounts; in such event, you also agree to indemnify RightsFlow against any claim by third party in accordance with section 6 below.
If you are aware of any violation of these Terms and Conditions, please report them to:
RightsFlow
56 W. 22nd Street, 9th Floor
New York, NY 10010
Or by email to violations@rightsflow.com.
6. INDEMNIFICATION
You will indemnify RightsFlow, its officers, directors, employees, subsidiaries, affiliates and licensors against any and all losses, expenses, costs or damages (including without limitation reasonable attorneys’ fees and litigation expenses) incurred by any or all of them as a result of your breach of these Terms of Use or your unauthorized use of the Website or musical compositions licensed by RightsFlow.
7. DISCLAIMERS, LIMITATION ON LIABILITY
THIS WEBSITE AND ITS CONTENT ARE PROVIDED “AS IS” AND RIGHTSFLOW EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE FUNCTIONS EMBODIED IN THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE. RIGHTSFLOW MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT, INFORMATION, SERVICES OR MATERIALS MADE AVAILABLE ON OR THROUGH THIS SITE.
YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RESPONSIBILITY AND RISK. RIGHTSFLOW NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT, INFORMATION OR OTHER CONTENT MADE AVAILABLE ON OR THROUGH THIS SITE, NOR WILL IT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF ANY CONTENT, INFORMATION, PRODUCTS, SERVICES OR MATERIALS OBTAINED ON OR THROUGH THIS SITE.
EXCEPT AS SPECIFICALLY STATED IN THESE TERMS OF USE, ANY LICENSING AGREEMENT BETWEEN YOU AND RIGHTSFLOW, OR ELSEWHERE ON THIS WEBSITE, NEITHER RIGHTSFLOW, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUBSIDIARIES, AFFILIATES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES), WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF YOUR USE OF, YOUR INABILITY TO USE, OR THE PERFORMANCE OF THIS WEBSITE WHETHER OR NOT RIGHTSFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RIGHTSFLOW, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, EXCLUSIVE OF PUBLISHING ROYALTIES, TO RIGHTSFLOW FOR LICENSING SERVICES OR ACCESS TO, OR USE OF, THE WEBSITE.
TO THE EXTENT IT MAY APPLY, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES:
(GENERAL RELEASE – CLAIMS EXTINGUISHED) A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OS SUPSECT 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.
8. NO PROFESSIONAL ADVICE
No information provided in these Terms of Use or the Website should be construed as legal, accounting or other professional advice. RightsFlow does not provide such services and the availability of background information here does not create any professional service relationship. Although RightsFlow has attempted to clearly and succinctly explain many of the rules associated with licensing musical compositions, none of the information provided here is an adequate substitute for obtaining advice and guidance from a lawyer, accountant or other licensed professional.
9. ELECTRONIC COMMUNICATION AND CONTRACT
You consent to receive communications and your Licensing Agreement from RightsFlow electronically. You agree that all agreements, licenses, notices and other communications provided to you in electronic format satisfy any legal requirements that such documents or communications be in writing, and that such documents and communications have the same force and effect as though they had been provided in non-electronic form.
10. GOVERNING LAW AND VENUE
These Terms of Use shall be interpreted and governed under the laws of the State of New York, without reference to conflict of laws or the provisions of the United Nations Convention on Contracts. Venue for any and all disputes arising under these Terms of Use or an applicable Licensing Agreement shall lie exclusively in the state and federal courts of New York, in New York County. You agree not to contest personal jurisdiction or venue of these courts. Notwithstanding the foregoing, RightsFlow will have the right to commence and prosecute any legal or equitable action or proceeding before any non-U.S. court of competent jurisdiction to obtain injunctive or other relief as RightsFlow may deem necessary.
11. WAIVER AND AMENDMENT
The failure by RightsFlow or any licensor to act with respect to a breach by you or others of the Terms of Use does not waive any right to act with respect to subsequent or similar breaches.
RightsFlow may, from time to time, amend these Terms of Use and your use of the Website following any such amendment shall constitute your further agreement to follow and be bound by the amended Terms of Use.
12. SEVERABILITY
If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be modified so that it is valid and/or enforceable to the greatest extent possible under applicable law. All remaining provisions shall be unaffected and enforceable.
13. ENTIRE AGREEMENT
These Terms of Use, the Privacy Policy, and, collectively set forth the entire understanding between you and RightsFlow with respect to your use of this Website. It is understood that in the event of any conflict between these Terms of Use and the Terms of Use for songclearance.com the Terms of Use for songclearance.com shall control.
