Terms & Conditions

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

Songflowr Member and Distribution Agreement

 

  1. General
By creating an account with Songflowr.com (the “Site”) you are entering a binding legal agreement (the “Agreement”) between you (“You” or “Member”) and Songflowr, LLC (“Songflowr” or “Us”), a Florida Limited Liability Company regarding Your use of the Songflowr service to distribute your musical recordings to selected digital services and stores (our "Service").

If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to Songflowr that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that Songflowr is fully entitled to rely on that fact (in which case, the term "You" includes all such people and entities) in our performance under this Agreement.

By creating an account, You are accepting the terms and conditions below, so please read and understand them completely before doing so. Once you do so, this Agreement will automatically become effective as of the date the account is created. (the "Effective Date").
 
  1. Member’s Account
When Member registers for our Service, Member will establish a username/artist name and password that will provide access to an online user dashboard for Members account on the Site. Member will be solely responsible for any Recordings and other content uploaded and for all financial transactions and other activity conducted through Member’s account. Songflowr will not be responsible for any activity transacted through Member’s account.

Member will not be able to change the Artist Name associated with the account after the account is created.
 
  1. The Songflowr Service and Your Recordings
  1. The Songflowr Service enables you to upload to our servers digital files containing audio-only musical sound recordings and the underlying musical compositions embodied therein (“collectively, "Recordings") for distribution to your choice of digital stores, streaming services, and other digital services within our distribution network ("Digital Stores"; which shall include UGC Services [as defined below]), who may make your Recordings available to their customers and end users ("Customers"). Such musical compositions are sometimes referred to herein individually as the “Compositions”).
 
  1. Recordings must be musical sound recordings in single track, EP, or album configuration. Please note, Digital Stores will make your Recordings available to Customers to Purchase or stream as individual tracks. You cannot require a Customer to purchase or stream an entire album or EP as a single unit.

We typically do not accept or distribute ringtones, videos, audio books, spoken-word records, digital booklets, or other types of content; however, if we choose to do so, as determined by us on a case-by-case basis in our discretion, the terms of this Agreement shall apply to such formats.
 
  1. Songflowr currently accepts Recordings in the following formats: . AIF, AIFF, FLAC, MP3, M4A, OGG Or WAV, up to 192kHz, 16-bit, 24-bit, between 1 MB and 1GB in size.

Songflowr and/or the Digital Stores may require different formats or file sizes from time to time under this Agreement. Songflowr reserves the right to convert audio files of the Recordings as necessary.
 
  1. When uploading each Recording, you must provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of "Recordings." We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.
 
  1. We will automatically generate unique identifying codes for each Recording and provide them to your chosen Digital Stores. If you want, you can choose to specify your own ISRC codes and UPC codes.
 
  1. Once Member has uploaded a recording to the Site for distribution, Member can delete it at any time during the Term. However, Member cannot remove a single track that was included as part of an entire album. If Member wants to remove a single track from an album, Member must remove the entire album and re-upload the entire album with the removed track(s).
 
  1. Service and Intellectual Property Ownership
Songflowr does not take any copyright or other interest in any of your music, only a limited license to distribute.
 
  1. Member Responsibilities
Member is solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses, for all Recordings (including for purposes of clarity the Compositions) and other Materials in order to enable Songflowr and your selected Digital Stores to fully exploit all their rights hereunder free of any claims, liens, encumbrances or other restrictions.

Member, through uploading any Recordings and delivery of any other Materials, warrants and represents to Songflowr and selected Digital Stores to sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Agreement, including the waiver of all so-called “moral rights”, under the laws of any jurisdiction, on your behalf as well as on behalf of any and all contributors involved in any manner with the creation and delivery of your Recordings.
Without limiting anything in this Agreement, you are solely responsible for and shall timely pay
  1. any and all royalties, including without limitation all mechanical royalties, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of your Recordings and Materials,
  2. any and all royalties, including without limitation all mechanical royalties, that may be payable by you to the owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions embodied in your Recordings,
  3. all payments that may be required under union, guild or other collective bargaining agreements applicable to you or third parties, and
  4. any other royalties (including without limitation mechanical royalties), fees and/or sums payable with respect to the Recordings or Materials, including, without limitation, any royalties that may be required to be paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations by Songflowr or your selected Digital Stores of your Recordings (including for purposes of clarity the Compositions) for so-called performer’s rights, equitable remuneration rights or neighboring rights, however characterized under local law.

If any portion of your Recordings are now or in the future administered in any territory(ies) by any performance rights society, or any other collection society, you are obligated to notify such third-party collection societies of this Agreement. You understand and acknowledge that Songflowr will not be making any such payments on your behalf or otherwise.

WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDINGS TO OUR SERVICE.

PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL COMPOSITIONS, ARTWORK AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE SONGFLOWR SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE MUSICAL COMPOSITIONS THEREIN, AND ELECTRONIC TRANSMISSIONS OF SUCH MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, VIA STREAMING SERVICES), AS NECESSARY.

FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY REMIXES, OR RECORDINGS THAT INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL RECORDINGS.
 
  1. Digital Stores
  1. The rights granted by you to Songflowr are non-exclusive. Be advised, however, that if you send your Recording(s) to the same Digital Stores via Songflowr and a separate service, the double listing of your Recordings may cause complications and/or problems in those Digital Stores.
 
  1. Songflowr will provide Your Recordings to selected Digital Stores upon payment of required fees. While Songflowr can provide the Recording to the Digital Stores, it cannot guarantee or provide any time-table on behalf of the Digital Stores for the uploaded Recordings to be accessible.
 
  1. Songflowr will distribute your Recordings to your selected Digital Stores on a worldwide basis (you can't specify only certain countries or territories for particular Recordings). The "Territory" of this Agreement is the universe, except where noted with respect to certain territories outside of the United States.
 
  1. By opting into a Digital Store, you warrant to Songflowr that you have read, understand, and agree to be bound by all of the terms and conditions of that Digital Store, and that you and your Recordings and other content will comply fully with those terms and conditions.
 
  1. Songflowr cannot guarantee that a Digital Store will approve Member’s Recordings. Digital Stores may choose to not carry one or more of Member’s Recordings in any or all Territories. Songflowr also retains the right to decline distribution of one or more Recordings from any or all Digital Stores if Songflowr is notified of any legal claims regarding any of Member’s Recordings. Songflowr also retains the right to refuse to distribute any Recording that may violate this Agreement, the Terms of Service, or the legal rights of any parties, including in Songflowr’s professional judgement.
 
  1. If Songflowr or a Digital Store ceases to operate entirely or in a particular territory, Member’s Recordings will no longer be available through that/those Digital Store(s).
 
  1. Term
Songflowr retains the right to terminate this agreement for any reason, including but not limited to  if we reasonably believe that You or any of Your Recordings or any other content has violated this Agreement or the terms and conditions of any Digital Store, including uploading any Recordings that infringe the intellectual property or other rights of any person or entity.

At the conclusion of the Term, Songflowr will notify all applicable Digital Stores to remove your Recordings and will have no further obligation to You other than to pay for any earnings earned before the end of the Term.
 
  1. Grant of Rights
In order for Songflowr to distribute your Recordings and related content to selected Digital Stores through the Songflowr Service, You confirm that you grant Songflowr the non-exclusive, sub-licensable right and license during the Term throughout the Territory to:
 
  1. Reproduce and distribute your Recordings to Digital Stores for the sale or sublicense to their Customers by any and all applicable digital formats, configurations, technologies and methods (including, without limitation, permanent downloads, temporary or "tethered" download, interactive and non-interactive streaming, "scan and match" services, and "cloud" services) to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones),
  2. Create and authorize Digital Stores to create, publicly perform, and/or make available as free sound clips via a streaming format,
  3. Display and otherwise use your artist(s) and/or label name and logo and all artwork, song and album titles, trademarks, service marks, logos, and any associated trade names. This also includes all artist, songwriter, producer and mixer names and likenesses, each as found in the metadata within any Recordings or other material provided by you (“Materials”), on our Site, on the Digital Stores and their respective sites, including any marketing, advertising, or promotional materials for our Service, or that of the Digital Stores. Additionally, the Digital Stores may create editorial content on or about You or your Recording and may classify or categorize your Recording and Materials into a genre(s),
  4. Collect income earned from the use of your Recordings on the Digital Stores platforms,
  5. Notify any and all Digital Stores or related third parties of Songflowr’s rights and the relationship between You and Songflowr under this Agreement, as well as listing You as a licensor of the Songflowr Service.
  6. You also grant to Songflowr and Your selected Digital Stores the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those Digital Stores, as may be amended from time to time during the Term. You understand that Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to Customers) in our reasonable business judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us,
  7. Authorize third-party partners and/or licensees of Songflowr, which offer services permitting the creation, use and exploitation of so-called “remixes” of your Recordings and so-called “user generated content” embodying your Recordings, including, without limitation, YouTube, Facebook and Instagram (“UGC Services”). Without limiting the foregoing, you agree that Songflowr shall have the right to grant UGC Services the following related rights:
    1. to synchronize and authorize others to synchronize your Recordings (which again, solely for clarification, includes the Compositions), with visual images and/or combine excerpts of your Recordings with any series of still or moving images, either pre-capture, post-capture or as a live stream;
    2. to use and include your Recordings and/or remixes of your Recordings in “Mix Content” which shall mean the combination of two (2) or more whole or partial audio-only tracks which may be harmonically, rhythmically or otherwise mixed, remixed, edited or mashed up;
    3. to store, host, reformat, make on-demand streams of, make conditional (“limited” or “tethered”) downloads of, and display your Recordings as have been embodied in user videos, “art tracks,” audio-only tracks (including remixes), label videos and Mix Content, and to make your Recordings available on and through the UGC Services, including without limitation, in embedded YouTube video players;
    4. to reproduce, distribute, and prepare derivative works (including synchronization rights and remix rights) based upon your Recordings, to the extent necessary for the purpose of engaging in any of the foregoing activities, to collect all income from the foregoing activities, and to create reference files and fingerprints of the Recordings, and to store and use such files;
    5. grant the UGC Services all necessary rights to (and to pass through such rights to users as applicable) include the Recordings, in Google’s so-called “AudioSwap Library” (or any successor product thereto which is owned or controlled by Google) and similar “libraries” of the UGC Services, which consist of master recordings any of which users may add to their user videos and/or Mix Content, as applicable; and
    6. display album artwork in association with videos and audio-only tracks created in connection with the UGC Services. The UGC Services will also have the rights to (and to pass through such rights to labels and users as applicable):
      1. create so-called “art tracks” using your Recordings;
      2. create reference files and fingerprints of your Recordings; and
      3. use your Recordings in Facebook properties that include musical emojis/stickers, video re-mix, send-a-lyric, virtual reality experiences, singalong with lyrics. “UGC Services” shall include all mirror and derivative sites, including mobile, all replacements or successor versions thereof, and all international versions thereof, and any features thereof made available to paying or non-paying users through application programming interfaces (or “apps,” as such term is commonly understood in the technology industry), and any other product, device or service (including mobile devices), including embeds and playback pages, capable of accessing the videos and audio-only tracks made available on or through the UGC Services websites, even if accessed through a means other than such websites.
 
  1. Payment
Songflowr, for use of Our Services, will accept payment via PayPal or by Credit/Debit card which will be processed using Stripe. Payment must be received and processed by Songflowr before Your Recordings will be distributed to the Digital Stores.
 
  1. Royalty Disbursement Terms
In consideration for the rights and licenses granted by You to Songflowr, Songflowr will disburse one hundred (100) percent of any and all monies earned and received from your selected Digital Stores which are directly attributable to the use of your Recordings after deducting;
  1. Applicable PayPal fees, and/or
  2. Applicable Credit Card processing fees

If Songflowr receives a payment from a Digital Store(s) that is not attributable to any specific artist acco

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 the 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 Joel Andrew 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

 or admin@Songflowr.com.

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.