Last updated on April 15, 2020 (the “Effective Date”).
1. Binding Contract.
1.1. Acceptance of Terms. By accessing or using the Services in any way, (a) you represent that you have read and understood these Terms, and (b) you agree to be bound by these Terms. If you do not agree with these Terms, then please do not use the Services. You should print or otherwise save a copy of these Terms for your records.
1.2. Eligibility. To access, use, and/or register for the Services you must (a) be eighteen (18) years of age or older, (b) have the power to enter into a binding contract with us, and (c) not be barred from doing so under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services.
1.3. Use. You agree that your use of the Services will comply with all applicable laws, regulations and ordinances including, but not limited to, the export laws of the United States relating to software and data.
2. Your Account.
If and when required (not all use requires an account):
2.1. Account Registration. If required to do so, you must register and create an account with us in order to use most of the Services. When you register to use the Services, you will be required to provide certain information, e.g., (a) first and last name, (b) company name, (c) email address, and (d) a password for your account.
2.2. Your Account Details. You represent, warrant and agree (a) to maintain the confidentiality and security of your email and password, (b) to remain responsible for all uses of your email and password, and all activity emanating from your account, whether or not such activity was authorized by you, (c) that any registration information that you submit to us is accurate, true, and complete, and that you will keep it that way at all times, (d) that your account is unique to you, and you may neither transfer (or otherwise make available) your account to others, nor use anyone else’s account at any time, (e) that if you distribute your account or related information, Royalty Flush reserves all rights to terminate your account immediately and without refund. You are responsible for maintaining the confidentiality of your account information (including usernames, passwords and billing information); if your email or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify us promptly in writing, and should change your password at the earliest possible opportunity. Royalty Flush shall not be liable in any way whatsoever for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be liable to us for losses incurred by us or another party due to someone else using your account. You may not use anyone else’s account at any time, without the prior written permission of the account holder.
3. Description of Services.
3.1. Services. Royalty Flush CWR Services provides data conversion services for music rights holders. We convert music works data from Excel to CWR, or from any digital file format to any standard. Royalty Flush CWR Services seamlessly integrates into the registration and processing workflows of the majority of collection management organizations around the world.
3.3. “AS IS”. You understand and acknowledge that the Services are being provided and are made available on an “AS IS” basis. The Services merely process your data – good data in, good data out; bad data in, bad data out. We strongly encourage you to back‐up all data and information on your devices prior to using the Services in any way. You Assume Any and All Risks and Costs Whatsoever Associated with Your Use of The Services. We are not obligated to provide any maintenance, technical, or other support for the Services.
3.4. Feedback. As part of using the Services, we may provide you with the opportunity to submit comments, suggestions, or other feedback regarding your use of the Services. You agree that in the absence of a separate written agreement to the contrary, we will be free to use any feedback you provide for any purpose without any compensation to you. We will have the perpetual right but not the obligation to use and incorporate into the Services any Feedback or suggestions, and you hereby assign to us all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights as a result of Feedback or otherwise.
4. License to Use the Services.
4.1. Royalty Flush Proprietary Rights. You acknowledge and agree that Royalty Flush and/or our licensors own all legal right, title, and interest in and to the Services, including, but not limited to, designs, text, graphics, pictures, video, information, applications, related software, including any content we provide to you as a part of and/or in connection with the Services, including all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist (collectively, the “Software”). You further acknowledge and agree that the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws from unauthorized use. Using the Software does not give you any rights of ownership in them.
4.2. License to Use the Services. Subject to your strict compliance with these Terms, we grant you a limited, personal, nonexclusive, revocable, and non-transferable license to use the Software as we provide same to you as part of the Services.
4.3. Limitations on Use.
4.3.1. You agree to use the Services only for purposes as permitted by these Terms and any applicable laws or regulations. We reserve the right to modify or impose any limitations on the use of the Services at any time, with or without notice to you. All rights that are not expressly granted by us in these Terms are reserved.
4.3.2. You agree to not, nor to permit anyone else to, reproduce, copy, duplicate, modify, frame, reproduce, republish, scrape, post, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, resell, rent, trade, lease, sublicense, assign, grant a security interest in, or otherwise transfer any right in the Software, except as expressly permitted in these Terms.
5. Your Content.
5.1. User Content.
5.1.1. “User Content” shall mean any information that you or other users post, upload, contribute, store, transmit, submit, exchange, or make available to or via the Services.
5.1.2. You agree and acknowledge that (a) all User Content whether publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such User Content originated, and (b) you are solely responsible for any User Content you upload, download, post, email, transmit, store, or otherwise make available through your use of the Services.
5.1.3. We do not (a) control the User Content posted via the Services, (b) guarantee the accuracy, integrity, or quality of such User Content, or (c) endorse any opinion contained in User Content. You understand and agree that your use of the Services and any User Content is solely at your own risk.
5.2. Ownership of User Content. User Content is owned solely by the person or entity from whom such User Content originated. We do not claim any ownership rights in your User Content.
5.3. License From You Re User Content.
5.3.1. By submitting, posting, sharing, and/or otherwise making available to or via the Services any User Content, you grant us a worldwide, fully paid, royalty-free, non‐exclusive, transferable license to use, modify, adapt, and transmute such User Content on or in connection with the Services. This license is granted separately with respect to each item of your User Content.
5.3.2. The above license will (subject to the following paragraphs of these Terms) terminate within a commercially reasonable time after you or we remove such User Content from the Services and/or your account.
5.3.3. By submitting User Content you represent and warrant that:
220.127.116.11. You have the right to post any User Content which you post to the Services, and that such User Content, or its use by us as contemplated by these Terms, does not violate these Terms, applicable law, or the intellectual property (including but not limited to, copyrights, trademarks, patents, and trade secrets), publicity, privacy, proprietary, or any other rights of others whatsoever.
18.104.22.168. You are the owner of such material and/or have written authorization to distribute it from the owner. Any User Content other than yours is the property of the relevant uploader, and is or may be subject to copyright, trademark rights, or other intellectual property or proprietary rights.
22.214.171.124. By submitting any registration using the Services, (a) you further represent and warrant that you own or control the copyright in the submitted work(s), or you are legally authorized to act on behalf of the copyright owner, and that all the information given in the registration is correct to the best of your knowledge.
5.4. Backup Your User Content. You agree that you are responsible for backing up, to your own computer or other device, all your own User Content that you store or access via the Services. We do not guarantee or warrant that any User Content you may store or access through the Services will not be subject to inadvertent damage, corruption, or loss.
5.5. Access to Your Account and User Content. Without limiting the foregoing, you agree and acknowledge that we may access, use, preserve, and/or disclose your User Content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to (a) comply with legal process or request, (b) enforce these Terms, including investigation of any potential violation, (c) detect, prevent, or otherwise address security, fraud, or technical issues, or (d) protect the rights, property, or safety of us, our users, or the public as required or permitted by law.
5.6. Removal of User Content.
5.6.1. You agree and acknowledge that we are not responsible or liable in any way for any User Content and have no duty to pre-screen any User Content. However, we reserve the right, at all times, to determine whether User Content is appropriate and in compliance with these Terms, and may pre‐screen, move, refuse, modify, and/or remove User Content at any time, without prior notice, and in our sole discretion, if such User Content is found to be in violation of these Terms or is otherwise objectionable in our sole discretion.
5.6.2. If you believe that any User Content infringes one or more of your copyrights, please contact us at: email@example.com. Or if you believe that any User Content does not comply with the community guidelines below, or that your rights under applicable law have been otherwise infringed by any User Content, please contact us at: firstname.lastname@example.org
6. Your Conduct; Community Guidelines.
6.1. The Services may provide communication channels such as forums, communities, or chat areas (“Communication Channels”) designed to enable you to communicate with other users of the Services. Royalty Flush has no obligation to monitor these Communication Channels, but may do so and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Royalty Flush may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by Royalty Flush, and these communications should not be considered reviewed or approved by Royalty Flush. Royalty Flush will not under any circumstance be liable for any activity within Communication Channels. You agree that all your communications with the Communication Channels are public, and thus you have no expectation of privacy regarding your use of the Communication Channels. Royalty Flush is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users.
6.2. Prohibited Conduct. You agree that you will NOT use the Services to do any of the following (the “Prohibited Conduct”):
6.2.1. Upload, download, embed, post, email, transmit or store anything that infringes any copyright, patent, trademark, trade secret, right of publicity, confidential information, or any other rights of any person or entity;
6.2.2. Defame, libel, ridicule, mock, stalk, threaten, harass, intimidate or abuse anyone, including, without limitation, hatefully, racially, ethnically or based on their race, ethnicity, gender, sexual orientation or religion or, in a reasonable person’s view, be otherwise offensive or objectionable;
6.2.3. Mislead any user as to the origin of any User Content, deceive any person, or misrepresent your identity or affiliation with any person or entity;
6.2.4. Post, send, transmit, or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters;
6.2.5. Use or attempt to use another user’s account, password, or other information, unless you have express permission from that other user;
6.2.6. Upload, download, embed, post, email, transmit, store, or otherwise make available anything that contains viruses Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage, harm, interfere or limit the normal operation of the operation of the Service or other users’ computers or any other computer code, files or programs designed to or which may Services, or any other computer software or hardware, or which does or might restrict or inhibit any other user’s use and enjoyment of the Services;
6.2.7. Commit or engage in, or encourage, induce, solicit, or promote, any conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
6.2.8. Use any User Content (other than your own) in any way that is designed to create a separate content service or that replicates any part of the Services;
6.2.9. Sell or transfer, or offer to sell or transfer, your account to any third party without the prior written approval from us; and/or
6.2.10. Collect, attempt to collect, and/or store personal information on any other users of the Services to be used in connection with any of the foregoing prohibited activities;
6.2.11. Violate any applicable laws or regulations, or promote or encourage any illegal activity including, but not limited to, hacking, cracking or distribution of counterfeit software, cheats or hacks for the Services, or money laundering;
6.2.12. Develop, distribute, or publicly inform other members of “auto” software programs, “macro” software programs or other “cheat utility” software program or applications in violation of the applicable license agreements; and/or
6.2.13. Exploit, distribute or publicly inform other members of any website error, miscue or bug which gives an unintended advantage.
6.2. Enforcement. You agree to comply with the above conditions, and acknowledge and agree that we have the right, in our sole discretion, to suspend and/or terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms. Without limiting any other rights or remedies of us under these Terms, we reserve the right to investigate any situation that appears to involve any of the above Prohibited Conduct, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations. We reserve the right, in our sole discretion, to determine whether your conduct is Prohibited Conduct.
7. Pricing and Payment.
7.1. Fees. All fees will be clearly set forth on the Website prior to you registering and/or switching your type of account. For recurring fees, payments are required at the start of each period (e.g. at the start of each month). A description of the fees for each account is available here: https://rfcwrservices.com/.
7.2. Changes to Pricing. We reserve the right, in our sole discretion, to modify the fees and/or institute additional charges for use of the Services. In such a case, we will notify you of the fees involved and you will not be charged without your prior consent.
7.3. Payment. When you sign up for Services, you agree to pay to us the displayed amount in exchange for receiving the Services. You agree that all fees or charges (including any taxes and late fees, as applicable) associated with your account shall be made via PayPal. You hereby authorize Royalty Flush to charge your credit card or PayPal account with respect to any charges for Services.
7.4. Taxes. You are responsible for all taxes or other government fees and charges, if any, which are assessed based on the Services.
7.5. Renewal Policy. If and to the extent applicable: You acknowledge and agree that your account will automatically renew for the same period in such account, unless (a) notified otherwise by you prior to that renewal, or (b) if all the Services are cancelled, terminated, or discontinued by us. Your account will automatically be charged (or you will be billed, as applicable) at the rates in effect at the time of renewal.
7.6. Cancellation. If and to the extent applicable: As described below in the termination section, you can cancel your account at any time. Your cancellation will become effective immediately following the date we receive your notification. If you cancel your paid account prior to its expiration, you agree to and acknowledge the below refund policy.
7.7. Refund Policy. All payments to us are non-refundable.
8. Representations and Warranties.
Without limiting any other representations and warranties contained herein, you represent and warrant to us as follows:
8.1. All your User Content is an original work by you, or you have obtained all rights, licenses, consents, and permissions necessary in order to use, and (if and where relevant) to authorize us to use, your User Content pursuant to these Terms, including but not limited to, the right to upload, reproduce, store, transmit, distribute, and otherwise share your User Content through or via the Website and the Services;
8.2. All your User Content does not and will not violate the rights of any third party in any way whatsoever, including but not limited to, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information;
8.3. Your User Content does not and will not create any liability on the part of us, our subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
9. Intellectual Property Rights.
9.1. Copyright. We respect the rights of copyright owners.
9.2. Trademarks. All North Music Group and Royalty Flush trademarks, service marks, trade names, logos, graphics, and domain names used in connection with the Services are trademarks or registered trademarks of North Music Group or Royalty Flush in the United States and/or other countries. Any other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners. You are not granted any right or license to use any of the above trademarks, whether for commercial or non-commercial use, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Services. If you believe that any of your trademarks have been infringed by anyone using the Services, please contact us at: email@example.com.
11. Links and Third Party Materials.
Certain content, components, and/or features of the Services may include materials from third parties and/or hyperlinks to other web sites, resources, or content. You acknowledge and agree that because we may have no control over such third party sites and/or materials, we are not responsible for the availability of such sites or resources, and do not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any content, advertising, products, or materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such content, advertising, products, or materials on or available from such sites or resources.
12. Export Control.
Use of the Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Services may not be exported or re‐exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Department of Commerce denied person’s list or entity list. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You agree not to upload to your account any data or software that cannot be exported without prior written government authorization. This export control clause shall survive termination or cancellation of these Terms.
13. Term and Termination.
These Terms will continue to apply to you until terminated by either you or us. You may terminate your account and/or stop using the Services at any time for any reason by contacting us. You agree and acknowledge that we reserve the right to cancel, suspend or terminate your account(s) and/or use of the Services at any time for any reason, with or without prior notice or explanation, and we also reserve the right to terminate your account(s) and/or use of the Services in our sole discretion for what we determine to be your breach or violation of these Terms, including, without limitation in the event of your actual or suspected unauthorized use of the Services. We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by us, in our sole discretion. If you or us terminate these Terms, or if we suspend your access to the Services, you acknowledge and agree that (a) we shall have no liability or responsibility to you in any way whatsoever, (b) we will not refund any amounts that you have already paid unless explicitly provided in these Terms, to the fullest extent permitted under applicable law, and (c) you will lose all access to the Services. Royalty Flush reserves all rights to issue warnings to you of your violation of the Terms, and/or immediately terminate or suspend your account(s) if you violate these Terms. You agree that Royalty Flush need not provide you notice before terminating or suspending your account(s) and/or use of the Services even though Royalty Flush may still do so.
You understand and agree to the following:
14.1. You expressly understand and agree that your use of the services is at your sole risk and the services are provided on an “as is” basis. We and our affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non‐infringement. Without limiting the foregoing, we and our affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors make no warranty that (a) the services will meet your requirements, (b) your use of the services will be timely, uninterrupted, secure or error free, (c) any information obtained by you as a result of the services will be accurate or reliable, and (d) any defects or errors provided to you as part of the services will be corrected.
14.2. Any material transmitted, stored, accessed, or otherwise maintained through the use of the services is done so at your own discretion and risk, and you will be solely responsible for any damages or loss or corruption of data that results from any such use of the services. No advice or information, whether oral or written, obtained by you from us or through the services shall create any warranty not expressly stated in these terms.
14.3. Where the law of any jurisdiction limits or prohibits the disclaimer of implied or other warranties as set out above, the above disclaimers shall not apply to the extent that the law of such jurisdiction applies to these terms.
15. Limitation of Our Liability.
15.1. You expressly understand and agree that to the extent permitted by applicable laws, royalty flush and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses (even if we have been advised of the possibility of such damages), resulting from (a) the use or inability to use the services, (b) any changes made to the services or any temporary or permanent cessation of any of the services, (c) the unauthorized access to or alteration of your user content or data, (d) the deletion of, corruption of, or failure to store and/or send or receive your user content or data on or through the services, (e) statements or conduct of any third party on or via the services; and (f) any other matters whatsoever relating to the services.
15.2. You expressly agree that aggregate liability for all claims relating to the services shall not be more than the amounts paid by you to us during the prior one (1) month in question.
15.3. Nothing in these Terms removes or limits our liability for fraud, fraudulent misrepresentation, personal injury, or death caused by our negligence.
You agree to defend, indemnify, and hold us, our affiliates, subsidiaries, directors, officers, employees, agents, partners, and licensors harmless from any claim or demand, (including attorneys’ fees, expert fees, expenses, and court costs), whether or not an action is actually commenced, made by a third party, relating to or arising from any of the following: (a) any User Content you submit, post, transmit, or otherwise make available through the Services; (b) your use of the Services; (c) any violation by you of these Terms; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
17. Notices; Contacting Us.
17.1. We may provide you with notices regarding the Services, including changes to these Terms, via email, regular mail, or postings on the Website and/or the Services.
17.2. If you have any questions about these Terms, please contact us via email at: support@RoyaltyFlush.com.
18.2. Severability. If any provision of these Terms is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Terms will be severable and remain in effect.
18.3. Waiver. Any failure by us to enforce your strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms.
18.4. Choice of Law, Venue and Jurisdiction. The validity, construction, and performance of this Agreement, these Terms and all aspects of the Services shall be governed and construed in accordance with the laws of the State of California without reference to conflict of laws principles. You irrevocably consent to the exclusive personal jurisdiction of the federal and state courts located in Los Angeles, California, as applicable, for any matter arising out of or relating to these Terms and/or the Services. You agree not to commence any action against Royalty Flush other than in the federal or state courts located in Los Angeles, California, and you hereby consent to, and waive all defenses with respect to, venue and jurisdiction in the federal and state courts located in Los Angeles, California.
18.5. Injunctive Relief. You acknowledge and agree that the rights granted to you and your obligations to Royalty Flush under these Terms are unique and irreplaceable in nature, and the loss of which will irreparably harm Royalty Flush and cannot be compensated by monetary damages alone. You agree that Royalty Flush shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to monetary damages only.
18.6. Mandatory Arbitration. If a dispute arises out of or relating to any aspect of this Agreement, all of the parties agree to try and settle the dispute quickly and fairly through discussion. If the dispute cannot be settled through discussion, all parties agree to first try in good faith to settle the dispute by private mediation before resorting to arbitration. If a dispute cannot be resolved with either discussion or mediation, then the dispute shall be submitted for binding arbitration to ADR Services, Inc. in Los Angeles County, California under ADR Services’ arbitration rules. In the event of an arbitration (or any other court proceeding), the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs related to such action, suit, or proceeding. You and Royalty Flush thus knowingly, voluntarily, and intentionally waive any right to a trial by jury in respect of any litigation in connection with these terms. Further, you and Royalty Flush agree that each may bring claims against the other only in your or our individual capacity, and not as a class member or in any representative capacity or proceeding.
18.7. Assignment. We shall have the right to assign or delegate any of our rights or obligations of these Terms, in whole or in part, at any time, with or without prior notice to you. You may not assign these Terms in any way. All obligations contained in these Terms shall extend to and be binding upon the parties’ respective successors, assigns, and designees.
18.8. No Third-Party Beneficiaries. Except as otherwise expressly provided in these Terms, you agree that there shall be no third‐party beneficiaries to these Terms.
18.9. Language; Translations. Any translation of these Terms is done for local requirements. In the event of a dispute between the English and any non-English versions, the English version of these Terms shall govern.
18.10. Limitations for Claims. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within one (1) year after the cause of action arose or is forever barred.
18.11. Clause Headings. Headings within these Terms are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer.
19. Additional Terms.
19.1. Royalty Flushdoes not give professional advice. Unless specifically included with the Services, Royalty Flush is not in the business of providing legal, financial, accounting, tax, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
19.2. Additional services. You may be offered other services, products, or promotions by Royalty Flush (“Additional Services”). Additional terms and conditions and fees may apply. With some Additional Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant us permission to use information about your business and experience to help us to provide the Additional Services to you and to enhance the Services. You grant us permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant us permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
The Services are operated and provided by North Music Group LLC, 630 Resolano Drive, Pacific Palisades, CA 90272.
If you have any questions about these Terms, please contact at firstname.lastname@example.org.