These terms of use (the “ToU”) are between Riverstarz Group, LLC, d/b/a “Riverstarz Music Entertainment”, “Riverstarz Music Distribution”, and its related companies (collectively, “Riverstarz Music Entertainment”, “Riverstarz Music Distribution”, “we”, “us”, or “our”) and You ("you" or "your"). These ToU govern your use of the website, riverstarz.com, and all subdomains (the “Site”), all related services, and any other services we provide in connection with the Site (collectively, the “Services”). Please read these ToU carefully because they constitute a binding legal agreement between you and us. Company reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. It is your responsibility to check these Terms of Service periodically for changes. By continuing to use or access the Site and/or Services after Company makes and posts any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without Company’s express written consent.
The “Term” of this Agreement shall consist of an Initial Period and Renewal Periods (if any) as set forth below.
(a) Initial Period. The “Initial Period” shall begin as on the date that you distributed your music with us and shall remain in effect for a duration of four (4) years.
(b) Renewal Periods. Upon expiration of the Initial Period, these ToU shall automatically renew for successive three (3) year periods (the “Renewal Periods”).
(c) Termination. Notwithstanding the foregoing, the Term shall end upon the expiration of the Initial Period or the Renewal Period then in effect if either party provides not more than one hundred and twenty (120) and not less than sixty (60) days written notice of termination prior to the expiration of the then current Initial Term or the then current Renewal Period. Notwithstanding the foregoing, additional terms in connection with termination are set forth below.
(a) The rights granted hereunder shall include the sale of Recordings (as defined in Section 2 below) by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, cloud services and so-called “disc-on-demand” services. You and Company agree that the Internet consumer stores (“Consumer Stores”) (e.g., Apple Music, Amazon, Spotify, Rhapsody) licensed to exploit your Recordings hereunder must be approved by you.
(b) By distributing your music with us, you irrevocably grant to Company, throughout the world (the “Territory”) and during the Term (as defined in Section 1 above), the non-exclusive right:
1. to sell, copy, reproduce, communicate to the public, distribute and otherwise exploit the Recordings by all means and media (whether now known or existing in the future) (“Sale”) through any and all Consumer Stores now operational or hereafter available;
2. to collect all income deriving therefrom; and
3. to use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and Company’s general business.
(c) You agree that you will not use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Company may disable access to and/or terminate your account and/or remove or disable access to any Recordings or any associated materials you provide to Company in the event that Company receives any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.
(d) You agree not to engage in (or to permit, encourage, enlist, retain, or employ third parties to engage in), activities that, in Company’s sole discretion, constitute Streaming Manipulation.
1. “Streaming Manipulation” means any activity and/or method which involves the artificial creation, by human or non-human means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers and taking place in the reporting country. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Services and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of Recordings in order to artificially improve chart positioning, increase market share, increase royalty or other payments, or for any other fraudulent or dishonest purposes.
2. You should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label or music distributor, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals you may enlist, retain, or employ to promote or market your music, as you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings is a violation of these Terms of Service.
3.The factors used to determine whether any particular consumption or marketing activity is Streaming Manipulation will vary according to the specific circumstances of each case and the examples and descriptions of Streaming Manipulation set forth herein are not intended to be exhaustive.
4. Certain Consumer Stores that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you hereunder. (e) In the event that Company has, in its good faith discretion, reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: violating the Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (collectively, “Improper Conduct”), Company reserves the right to (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained, and (iii) remove any or all of your Recordings from any or all Consumer Stores. You further agree that such revenues will be forfeited by you if Company determines, in its good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.
(f) You further agree to the following:
1. You agree to provide Company with any information reasonably requested by Company as part of its investigation into Improper Conduct.
2. You agree that if a Consumer Store notifies Company that any of your Recordings have generated revenue, plays, or streams as a result of Improper Conduct, such notice will serve as sufficient evidence for Company to determine, in its good faith discretion, that such revenues or plays are the result of Improper Conduct.
3. Upon Company’s determination that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct, you agree that all revenue in your account that has been frozen by Company is forfeited, regardless of whether it was generated from any specific Recording(s) or Consumer Store.
4. You agree that Company’s good faith determination of Improper Conduct can be based on streaming or other activity that is the same or similar to cases that the Company has previously determined involved Improper Conduct.
5. The payment of revenues to you by Company does not constitute Company’s acknowledgement that such revenues were not the result of Improper Conduct.
6. Company has no duty to investigate Improper Conduct unless and until it freezes revenues in your account.
7. If Company determines that revenues generated to your account are the result of Improper Conduct, and such revenues have already been paid out to you, you agree to return such revenues to Company.
8. You agree that you will not be entitled to reimbursement for any fees paid by you to Company in the event Company disables access to your account, your Recordings and/or any other materials you provide to Company, or to any revenues forfeited by you as set forth in the preceding sentence.
9. To the extent that Company, in its good faith discretion, determines that any Improper Conduct was caused by you or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you.
End