Terms of Service
Welcome to Songflowr.com, a website that provides digital music distribution. Songflowr.com is owned and operated by Songflowr, LLC along with licensees and assignees (hereafter referred to as “Songflowr” “Us” “We” or any other first-person pronoun).
The ensuing terms of service (“Terms of Service” “Terms”) controls the users use of Songflowr.com and all of the associated subdomains, as well as any and all content that Songflowr may make available through any related platforms. All of the subdomains and content that may be provided will be collectively referred from this point forward as part of “songflowr.com” or “Site.” All individuals or entities that access the Site are hereafter referred to as “You” or “User.” By accessing or using the Site and any of the content or services provided within the Site, You signify that you have read, understand and agree to be bound by this Agreement. Please read the Agreement in its entirety.
Any use of artist services through Songflowr are governed by the Songflowr Member Agreement, found HERE
General
Songflowr reserves the right, at any time, to make any necessary changes or updates to these Terms of Service without prior notice. Any such modifications take effect immediately upon publishing on Songflowr.com. You should review these Terms of Service occasionally as You are bound by these Terms. Continued use of Songflowr.com establishes that You acknowledge and agree to be bound by these Terms. Except as otherwise provided, these Terms may not be amended. You understand and agree that Songflowr may electronically provide You these Terms either through posting links on songflowr.com or through e-mail agreements, invoices or any other official communication regarding your relationship with Songflowr. You also consent to receipt of any of these official communications electronically.
If You are accessing the Site from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, then please note that you are transferring your personal data to the United States which does not have the same data protection laws as the EU and other regions.
Applicable Laws
You are required to comply with all applicable laws in connection with your use of the Site. By accessing the Site you confirm that you will not use the Site for any purpose that is either unlawful or prohibited by these Terms. By accessing the Site, You agree that use is strictly for personal and non-commercial use. Songflowr does and will not grant you express or implied rights to access or use the Site for any other purpose. More specifically, You may not sell, lease or rent access to the Site or the services as part of Songflowr or the Site.
Users who are Eligible to use Songflowr.com
You must be over the age of 18, or whatever the age of the majority your jurisdiction defines, whichever is older, in order to access the Site or any of the content contained within. If You are under the age of 18, but older than 13, You may use the Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Songflowr.com is not intended to be used by parties under the age of 13.
European Union and European Economic Area: The Songflowr Site is not intended for children accessing the Site from the European Union or the European Economic Area by children under the age of 16.
Restrictions of Use
You agree not to sell or modify the Content found on the Site. You also agree not to reproduce, display, publicly perform, distribute, or create a similar database or otherwise use the Songflowr Content in any way for any public or commercial purpose. You agree to not use any content found on the Site in a way that might cause confusion among consumers, or in a way that disparages or discredits Songflowr. The use of content found on the Site on a platform not associated with Songflowr is prohibited without written consent.
Prohibited Use
Except as may be expressly permitted by Songflowr, you may not: (i) interfere with the Songflowr Site by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Songflowr Site; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet “search engine”, hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the Songflowr Site; (v) impersonate another person or entity; (vii) use any meta tags, search terms, key terms, or the like that contain Songflowr’s name or trademarks; (viii) engage in any activity that interferes with another user’s ability to use or enjoy the Songflowr Site; or (ix) assist or encourage any third party in engaging in any activity prohibited by these TOS.
Copyrights
Songflowr authorizes You to access the content made available on Songflowr.com solely for your personal use. The contents of the Site and all other subdomains owned by Songflowr are protected by both United States and foreign copyright law. Unauthorized use of content from the Site or other Songflowr property may violate these laws and is strictly prohibited.
Service Mark Rights
The logos, service marks and trade names are encompassed by (“Trademarks.”) These unregistered marks owned by Songflowr may not be used in violation of those rights. Songflowr does not grant any other party the right to use any of these Trademarks without written permission.
License to Use
Songflowr and its licensors solely and exclusively own all intellectual property, other rights, title and interest in and to the Site, except as expressly provided for in these Terms. At no time do You acquire any right, title or interest under these Terms or otherwise.
Songflowr grants You a limited revocable license to access and use the Site for the intended purposes, subject to compliance with these Terms. This does not include the right to collect or use information contained on the Site for purposes prohibited by Songflowr; create derivative works based on the Products or any third-party content available via the Site; or download or copy the Site (other than page caching). If You use the Site in a manner beyond the scope of this license or these Terms, Songflowr reserves the right to revoke the license granted to You.
This section does not apply to intellectual property rights of material uploaded to the Site under the Songflowr Member Agreement (“Member Agreement”). Found HERE
Fees
You acknowledge that Songflowr may at any point in time choose to charge a fee for any portion of the services provided by the Site or any other entity owned by Songflowr.
Refunds
If Songflowr terminates your use of the Site due to breach of contract, You will not be entitled to receive any refund. Refunds will only be given if Songflowr fails to uphold the standards set in a written agreement.
Monitoring
Songflowr reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site. If Songflowr determines, in its sole and absolute discretion, that you or another Songflowr user will breach a term or condition of these Terms or that such transaction or communication is inappropriate, Songflowr may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
Modification of the Site
Songflowr may, at any time, modify the Site with or without notice, and will incur no liability for doing so.
Notice of Copyright Infringement and Digital Millennium Copyright Act
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512, Songflowr has designated an agent to receive notices of claimed copyright infringement. If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please provide Songflowr’s Copyright Agent with the following information: (1) A description of the copyrighted work that You claim has been infringed; (2) A description of where the alleged infringing material is located; (3) your name, address, and daytime telephone number, and an e-mail address if available, so that Songflowr may contact you if necessary; (4) a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; (5) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement; and (6) 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 authorized to act on the copyright owner’s behalf. Songflowr’s Copyright Agent for notice of claims of copyright infringement on the Site is James Landry who can be reached as follows:
Songflowr, LLC: 8015 International Drive #248, Orlando, FL 32819
E-mail: admin@songflowr.com
Songflowr will remove any content that infringes upon the copyright of any person under the laws of the United States upon receipt of such a statement (or, more specifically, any statement in conformance with 17 U.S.C. § 512(c)(3)). United States law provides significant penalties for submitting such a statement falsely. Upon receipt of the written notification containing the information as outlined in 1 through 6 above: (1) Songflowr LLC may remove or disable access to the material that is alleged to be infringing; (2). Songflowr LLC may forward the written notification to such alleged infringer; and (3). Songflowr LLC may take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
Counter-Notification: If the alleged infringer believes that a notice of copyright infringement has been wrongly filed against it and it would like to submit a counter-notification, it may file a Counter-Notification in Response to Claim of Copyright Infringement with Songflowr’s Copyright Agent. To be effective, a Counter-Notification must be a written communication provided to Songflowr’s Copyright Agent for Notice that includes the following information:
(1) A physical or electronic signature of the alleged infringer;
(2) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (3) A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
(4) The alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the alleged infringer’s address is outside of the United States, for any judicial district in which Songflowr may be found, and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter-Notification containing the information as outlined in 1 through 4 above:
(1) Songflowr LLC may promptly provide you with a copy of the Counter-Notification;
(2) Songflowr LLC may inform you that it will replace the removed material or cease disabling access to it within ten (10) business days; and
(3) Songflowr LLC may replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter-Notification, provided Songflowr’s Copyright Agent for Notice has not received notice from you that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Songflowr’s network or system.
You may want to seek the advice of independent legal counsel before filing a notification or counter-notification.
Governing Law, Forum and Dispute Resolution
If You believe that you have a dispute, claim, or issue against Songflowr, please contact Songflowr, LLC first. If you wish to file a claim or another form of dispute You must first notify Songflowr through a written notice mailed to:
Songflowr, LLC: 8015 International Drive #248, Orlando, FL 32819
that must include a description of the dispute or claim as well as information that would allow Songflowr to contact You. There should be a good faith effort made by both Songflowr and You to resolve any issues. If after sixty (60) days after Songflowr receives written notification of a claim no resolution is reached, all disputes shall be resolved by arbitration under the rules and auspices of the American Arbitration Association, to be held in the State of Florida, in English, with a written decision stating the legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration fees and reasonable attorneys’ fees of both parties to be borne by the party that ultimately loses. Songflowr may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
These Terms of Use are governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within the State of Florida.
- No Class Actions
YOU AND SONGFLOWR AGREE THAT YOU AND SONGFLOWR MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
Equitable Relief
You acknowledge that, in the event of a breach of this Agreement by Songflowr or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Songflowr, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms or in the Member Agreement.
Improperly Filed Claims
All claims You bring against Songflowr must be resolved in accordance with these Terms. All claims filed or brought contrary to these Terms shall be considered improperly filed. Should You file a claim improperly under these Terms, Songflowr may recover attorneys’ fees and costs up to $5,000, provided that Songflowr has notified you in writing of the improperly filed claim, and You fail to withdraw the claim.
Indemnification
You will indemnify and hold Songflowr and its employees, representatives, agents, affiliate, directors, officers, managers and shareholders (“the Parties”) harmless from any damage, loss or expense (including attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action brought against any of the Parties alleging You have breached these Terms. If you are required to indemnify Songflowr, Songflowr will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Songflowr’s express written permission.
Third-Party Services
Songflowr may use third parties to provide certain services accessible through the site. Songflowr does not control those third parties or their services, and you agree that Songflowr will not be liable to You in any way for your use of these third-party services. These third-party services may have their own terms of service. You are required to comply with any terms established by these third-party service providers. Should any terms or policies outlined by a third-party provider conflict with these Terms, Songflowr’s Terms shall be controlling.
Termination
Songflowr may suspend or terminate your use of the Site if it believes, in its sole and absolute discretion that You have breached these Terms.
Effect of Termination
If you or Songflowr terminates your use of the Site or any Songflowr service, Songflowr may delete any Submissions or other materials relating to your use of the Songflowr Site on Songflowr’s servers or otherwise in its possession and Songflowr will have no liability to You or any third party for doing so.
Survival
These Terms will survive indefinitely and until Songflowr chooses to terminate them.
Notice
All notices required or permitted to be given under these Terms will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail.
If you give notice to Songflowr, you must use the following addresses:
Songflowr, LLC, 8015 International Drive #248, Orlando, FL 32819
If Songflowr provides notice to you, Songflowr will use the contact information provided by you to Songflowr. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.
Any other comments, compliments, complaints or suggestions about Songflowr, the operation of the Site or any Songflowr service or any other matter should be sent to admin@Songflowr.com.
Miscellaneous
These Terms will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Florida without reference to conflict of law principles. These Terms will not be assignable or transferable by you without the prior written consent of Songflowr. Songflowr may freely assign or transfer any rights granted by you to Songflowr under these Terms. These Terms (including all of the policies and other Agreements described in this Terms, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
You and Songflowr are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect. The headings used are for convenience only, do not constitute any part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
Privacy Policy
By entering into these Terms, you agree to Songflowr’s collection, use and disclosure of your personal information in accordance with the Songflowr Privacy Policy, found HERE
