These terms of service (the “ToS”) are between Riverstarz Music Entertainment, d/b/a “Riverstarz Music Distribution”, “Riverstarz Music Publishing”, and its related companies (collectively, “Riverstarz Music Entertainment”, “Riverstarz Music Distribution”, “we”, “us”, or “our”) and You ("you" or "your"). These ToS 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 ToS 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.
YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR RIVERSTARZ ACCOUNT OR ANY OTHER SERVICES OFFERED BY COMPANY, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY COMPANY
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 one and a half (1.5) years.
(b) Renewal Periods. Upon expiration of the Initial Period, these ToS shall automatically renew for successive one (1) 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.
1. Termination for Breach. We may terminate this Agreement immediately if you breach any material provision of this Agreement and fail to cure such breach within thirty (30) days after receiving written notice of the breach from us.
2. Termination for Convenience. The company may terminate this Agreement for any reason or no reason upon written notice to you. In such case, the company shall provide 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.
3. Effect of Termination. Upon termination of this Agreement for any reason, you shall cease distributing your music through our platform and we shall remove all of your music from our platform within a reasonable time after the effective date of termination. You shall remain responsible for all fees and royalties due and payable through the effective date of termination.
4. Survival. The following provisions shall survive any termination of this Agreement: Sections regarding intellectual property, representations and warranties, indemnification, limitation of liability, and governing law.
5. Remedies. Termination of this Agreement shall not prejudice any other rights or remedies that either party may have at law or in equity.
(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.
(a) You warrant and represent that you are at least eighteen (18) years of age, you have the full right, power and authority to enter into this agreement and to grant to Riverstarz Music Entertainment all rights specified; all of the Recordings, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audiovisuals, images and any other materials furnished by you to Riverstarz Music Entertainment or relating to the Recordings are owned or controlled by you and the use thereof as described or contemplated herein and/or on the Site and/or Consumer Stores’ websites shall not infringe on the copyrights, trademark rights, publicity rights, moral rights or other rights of any person or entity, under the laws of any jurisdiction; and that Riverstarz Music Entertainment shall have the right to exploit same in any manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity other than the amounts payable to you hereunder.
(b) You shall defend and indemnify Riverstarz Music Entertainment and any of its affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing representations and warranties or any of the agreements contained in these Terms of Service, including reasonable attorneys’ fees and expenses.
(c) Riverstarz Music Entertainment shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend Riverstarz Music Entertainment at your expense with counsel approved by Riverstarz Music Entertainment, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, Riverstarz Music Entertainment may, if it so elects, defend itself at your cost and expense and you agree that Riverstarz Music Entertainment may require your participation in such defense as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made Riverstarz Music Entertainment shall have the right, in its sole discretion, to remove or disable access to the Recordings and/or any associated materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Riverstarz Music Entertainment’s prior written approval.
(d) THERE ARE NO REPRESENTATIONS OR WARRANTIES BY RIVERSTARZ MUSIC ENTERTAINMENT, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE TERMS OF SERVICE.
As part of our distribution services, Riverstarz Music Entertainment requires a one-time fee of Kshs 750 per song to cover our administrative expenses, distribution, and artist support services. This fee is payable once per release and includes on-going manual maintenance of your recordings with Consumer Stores to ensure they meet their technical requirements and specifications. This fee represents a principal and indivisible part of the services we provide.
It is important to note that this fee is subject to change from time to time without prior notice to you. By agreeing to these terms of service, you expressly authorize us to deduct the fee, any applicable taxes, and other charges directly from your account or charge them to any Payment Method you provide us. You will be solely responsible for all charges, fees, duties, taxes, and assessments arising from your use of our services or account, whether by you or anyone else using your account.
If you terminate your subscription for one or more of your recordings, no further subscription fees will be charged to your account or Payment Method for those recordings, and we will remove them from their respective Consumer Stores. However, you will not be entitled to reimbursement of any pre-paid fees with respect to any terminated recordings.
If you fail to make a payment or if a payment is reversed, we reserve the right to recoup the subscription fee through any means necessary, including keeping your account active and collecting any resulting royalties until the fee is fully recouped.
It is your responsibility to notify us if your Payment Method has changed by updating your account settings. Failure to provide a valid Payment Method may result in disconnection or interruption of our services at our sole discretion.
Company shall pay Royalties that Company collected on Customers behalf using Companys best efforts from the date on which Company receives Customers Royalties from any third-party platform or is credited with Royalties in connection with the User Content, whichever is later.
As soon as practicable every calendar month, company shall account the Royalties due and shall provide Customer with a reasonable detailed calculation of the royalties in respect of activity in the preceding month(s). If Customer is owed less than Kshs 1510 via Mpesa or less than Kshs 15,100 via Wire or ACH, Customers Royalties shall be carried forward onto the following accounting statement and paid to Customer once Customers Royalties reach Kshs 1510 or more via Mpesa or Kshs 15,100 or more via Wire or ACH. Company accounting statements shall be based solely upon information provided by our licensees and company's partners. No Royalties shall be payable to Customer until payment has been actually received by company or credited to its account. Customer shall be responsible for any bank fees or related charges for the payment of any Royalties. Customer shall have a valid method of payment on file with company. It is Customers responsibility to notify Riverstarz Music Entertainment of any changes to Users method of payment. In the event that Customer does not have a valid method of payment on file, company may suspend payment to Customer until such time that a valid payment method has been submitted. Any objection to any accounting statement or lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the accounting statement is rendered. Customer hereby waives any longer statute of limitations that may be permitted by law. Notwithstanding anything to the contrary contained herein, in the event that no Royalties are due to Customer, or any outstanding balance is owed to company by Customer, Riverstarz Music Entertainment shall have no obligations to provide a statement indicating that no payment is due.
Company shall pay royalties within 30 days after it has determined that all information and payments were submitted correctly. Company may withhold any taxes, duties, charges, or levies on payments by Riverstarz Music Entertainment to Customer pursuant to this Agreement in accordance with applicable law, rule or regulation and shall remit such withholding to the appropriate authority.
Unless otherwise agreed by Riverstarz Music Entertainment, Riverstarz Music Entertainment reserves the right to set transaction fee rates on a per label basis, which may change as deemed necessary by Riverstarz Music Entertainment in its sole discretion. By way of example only, Riverstarz Music Entertainment currently charges a transaction fee of 9% (nine percent) on net income (amount sent from stores, not the amount that the store receives from the end customer) on sales from 3rd Party Media Platforms or partners, except YouTube Content ID, for which the transaction fee is 20% (twenty percent). All such sales shall be stated in periodic royalty statements to Customer.
Any royalties that fail to meet the minimum of Kshs 1510 or more via Mpesa or Kshs 15,100 or more via Wire or ACH, will be carried over until the Kshs 1510 or more threshold for Mpesa and the Kshs 15,100 or more threshold is reached.
As part of our business dealings, you may gain access to confidential information about Riverstarz Music Entertainment. You agree to keep this information confidential, except when required by law or when the information is generally available to the public. You also agree that we may share sales information about your recordings with third parties and use it for comparison and marketing purposes.
As part of our services and payments to you, we may enter into agreements with various consumer stores. We will select these stores at our sole discretion. You agree that the terms of service will be subject to any applicable terms and conditions of such agreements that we enter into with respect to these stores. Please note that some stores may require specific formats and availability times for your audiovisual recordings. Failure to meet these requirements may result in the store discontinuing the availability of your recordings. Please contact us in writing for more information on these requirements.
By working with Riverstarz Music Entertainment, you agree to allow us to authorize the creation, use, and exploitation of user-generated content that includes your recordings, artwork, and other materials you provided us. This authorization is subject to the features of the applicable consumer stores where you distribute your recordings. User-generated content includes videos, audio remixes, visual or audiovisual materials, and other adaptations or manipulations of your recordings by third parties. By agreeing to this, you waive any rights of "droit moral" afforded to you under the laws of any country, as an author, composer, performer, producer, or in any other capacity in connection with your recordings.
By signing this agreement, you authorize Riverstarz Music Entertainment to institute any claims, demands, actions, or proceedings necessary and proper for the protection and enforcement of the rights granted to us under this agreement. We will conduct these proceedings in good faith and at our expense. Any claim recovery will be first used to reimburse all costs incurred in obtaining the same, and any remaining balance will be distributed subject to the terms, conditions, and methodologies generally applied by us to all royalty participants in the settlement or recovery concerned. We agree that claims against each other will be brought only in our individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The court may not consolidate proceedings of more than one person's claims and may not otherwise preside over any form of representative or class proceeding.
The Riverstarz Music Entertainment Site and Services may only be used and accessed for lawful purposes. You agree to comply with all applicable laws and regulations, including local, state, national and foreign laws, treaties, and regulations in connection with your use of the Site and Services. This includes common law, relevant statutes, and the rules and regulations of applicable regulatory bodies. Additionally, you agree not to do any of the following while using or accessing the Site and Services:
(b) Riverstarz Music Entertainment does not guarantee exploitation of the Recordings, which will depend on consumer preference, nor on the inclusion or participation of any given Consumer Store. Riverstarz Music Entertainment reserves the right in its sole discretion to decline to engage in business with any given Consumer Store. Except as specifically set forth in the Terms of Service, Riverstarz Music Entertainment shall have no obligations to you.
(c) Riverstarz Music Entertainment shall not be deemed in breach of the Terms of Service unless you have given Riverstarz Music Entertainment notice of the breach and Riverstarz Music Entertainment has failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle you to rescind the rights granted hereunder.
(d) In no event will Riverstarz Music Entertainment, its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the Site, Services, Riverstarz Music Entertainment products or any Riverstarz Music Entertainment content, no matter whether the damages are foreseeable and whether or not Riverstarz Music Entertainment has been advised of the possibility of such damages. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and in no event will Riverstarz Music Entertainment’s aggregate liability to you exceed Five Thousand Shillings (Ksh 5000).
(e) The Terms of Service for Riverstarz Music Entertainment shall be governed by and interpreted in accordance with the laws of Kenya excluding that body of law pertaining to the conflict of laws. Any legal action or proceeding arising under the Terms of Service shall be brought exclusively in courts located in Kenya, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties to this agreement waive their respective rights to a trial by jury. In the event that any provision in the Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to enforce any right or provision of the Terms of Service will not be deemed a waiver of such right or provision. You may not assign the Terms of Service (by operation of law or otherwise) without the prior written consent of Riverstarz Music Entertainment and any prohibited assignment will be null and void. Riverstarz Music Entertainment may assign the Terms of Service or any rights or obligations hereunder without your consent. The relationship of the parties under the Terms of Service is that of independent contractors and the Terms of Service shall not be construed to imply that either party is the agent, employee, or joint venturer of the other. You agree that the Terms of Service and the rules, restrictions and policies contained herein, and Riverstarz Music Entertainment’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Riverstarz Music Entertainment. The Terms of Service, together with the rules and policies of Riverstarz Music Entertainment, constitute the entire agreement between Riverstarz Music Entertainment and you with respect to the subject matter hereof. Any notice or other communication to be given hereunder will be in writing and given (i) by Riverstarz Music Entertainment via email (in each case to your email address of record), (ii) a posting on the Site, or (iii) by you via email to info@riverstarz.com or to such other address as Riverstarz Music Entertainment may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.
(f) You acknowledge that you have read and understand Riverstarz Music Entertainment’s Privacy Policy as more fully described on the Site, and by using the Services and the Site you have expressly accepted the terms and conditions set forth in such Privacy Policy, as same may be amended from time to time.
(g) It is your responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in the format required. You acknowledge that Riverstarz Music Entertainment will not be obligated to furnish its services hereunder until receipt of said materials.
(h) In very limited circumstances, Company may permit you to modify the standard wholesale price you will receive from sales of certain of your Recordings by a Consumer Store (“Price Variance”), such circumstances to be determined by Company in its sole discretion. Further to and consistent with the provisions of Section 13(d) above, in no event will Company, its officers, directors, employees or agents be liable to you for any claims you may have in connection with any errors occurring in the implementation of such Price Variance, which are not solely and entirely caused by Company’s negligence or error.
(i) You authorize Company to make and perform clips of your Recordings up to ninety (90) seconds in length via streaming or download free of charge (the “Clips”) to promote the band, artist and/or Sale of applicable Recordings. To the extent that you own or control the publishing rights in the musical compositions embodied in your Recordings used in the Clips (the “Compositions”), you authorize Company to make and perform clips of your Compositions up to ninety (90) seconds in length via streaming or download free of charge to promote the band, artist and/or Sale of applicable Recordings. Said Clips may be created by Company or any third party affiliated with Company by using any consecutive ninety (90) seconds of the applicable Recording(s).
(j) Company reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever.
(k) You hereby agree that Company may share information and data about You and/or your account (including, but not limited to, your name, contact information, and/or other account information) with certain third parties, if required to do so by law or in the good faith belief that such action is necessary to (i) comply with legal or regulatory obligations, or other lawful requests by public authorities, including to meet national security or law enforcement requirements, (ii) protect and defend our rights or property, (iii) prevent fraud, (iv) act in urgent circumstances to protect the personal safety of users of the Services, or the public, or (v) protect against legal liability, including, but not limited to, to protect Company from liability in connection with claims by third parties that materials provided by you to Company hereunder infringe on the rights of a third party.
(l) If an audiovisual master is rejected by a Consumer Store because it does not meet that store’s technical or editorial specifications, you may be required to pay a resubmission fee before resubmitting the master. In the event you are unable or unwilling to correct the errors or quality issues in order to resubmit the audiovisual master, there shall be no refund on previously paid fees. The fees paid for the initial submission and any resubmission are not refundable under any circumstance.
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