INTRODUCTION / ACCEPTANCE OF TERMS OF USE

 

Welcome to RightsFlow’s Limelight, where you can acquire the licenses you need to record cover versions of songs that you do not own.  These are the Terms and Conditions of Use (“Terms of Use”) governing your access to and use of this website.  PLEASE READ THE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY BEFORE CONTINUING TO USE THE WEBSITE.  If you click on the button marked “Accept” at the end of these Terms of Use, you are acknowledging and accepting these Terms of Use and are entering into a binding and enforceable legal contract between you and RightsFlow, Inc. (“RightsFlow”) on your behalf and on behalf of the organization you represent (“Agreement”).  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MUST CEASE USING THE WEBSITE.

 

If you are under eighteen (18) years of age, you must have parental consent before attempting to license any song using this site.

 

1.            OWNERSHIP OF THIS WEBSITE

 

This website is owned and operated by RightsFlow.  All of the content featured or displayed on this website, including, but not limited to, text, graphics, photographs, images, moving images, sound, illustrations and software, and all related rights, are  the exclusive property of RightsFlow.  All elements of this website are protected by copyright, trademark, trade dress, moral rights and other laws relating to intellectual property.   Upon accepting these Terms of Use and entering into the Agreement with RightsFlow, and subject to your full compliance with the Terms of Use, you are granted a revocable license to access this website for the purpose of purchasing RightsFlow’s licensing services.  You acknowledge that RightsFlow may terminate or limit your access to the site at any time, including, without limitation, for any breach of these Terms of Use, with or without notice.

 

2.            REGISTRATION INFORMATION / USERNAME AND PASSWORD

 

You agree to provide complete and accurate information when registering to use this site.  Upon registration, you will choose a private username and password.  You agree to use your username and password only to purchase licensing services and conduct business on behalf of yourself or the organization you represent.  You will not permit others to use your username or password for any reason.  RightsFlow will not be liable in the event of loss of your username or password or for any misuse by anyone of your username or password.  You have the sole responsibility to secure and maintain your username and password and agree to immediately notify RightsFlow of any unauthorized use of your username and password.

 

3.            PRIVACY POLICY

 

RightsFlow values your privacy.  Please review the Privacy Policy governing this website: http://www.songclearance.com/privacy+policy

 

RightsFlow reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, at our sole discretion.

 

4.            NO UNLAWFUL OR UNAUTHORIZED USES

 

You agree and warrant that you will not use this website or RightsFlow’s licensing services for any purpose that is unlawful or prohibited by these Terms of Use.  You further agree that you will not use this website in any manner that could damage, disable, overburden or impair the website, or interfere with any other party’s use of the website.

 

5.            LICENSING SERVICES

 

This website allows you to purchase a service where RightsFlow acquires, prior to your distribution of phonorecords, mechanical licenses for the reproduction of musical compositions on your behalf.  You tell us the format (physical, DPD or ringtone) of the mechanical licenses and the number of reproductions (100, 1000, etc) that you need.  RightsFlow calculates the royalty that must be paid to publishers under the U.S. Copyright Act for use of the musical compositions, based upon the statutory royalty rate in effect at the time of your request (currently the greater of 9.1 cents or 1.75 cents per minute or fraction thereof for songs over 5 minutes).  You pay those royalties to RightsFlow, along with RightsFlow’s licensing service fee, and RightsFlow obtains the license from the appropriate publisher or copyright holder and pays that publisher or copyright holder the royalties on your behalf.   This is the exact same process handled by much more costly licensing agents.

 

This website does not allow you to obtain licenses for medleys, samples, or synchronization rights.  You must contact the rights holder(s) for such uses.

 

Under U.S. Copyright Law, a mechanical license must be obtained from the copyright owner of the applicable musical composition prior to the manufacture or distribution of digital or physical phonorecords.  Under certain circumstances, even if the copyright owner can’t be found, or refuses a license, a so-called “compulsory license” can be obtained.  Importantly, a compulsory license may only be obtained by serving a “Notice of Intention to Obtain a Compulsory License” on the copyright owner or their agent, before or within 30 days of making, and before distributing, any phonorecords (including digital copies).  

 

Therefore, we require that you submit your request to RightsFlow at least 45 days in advance of distribution. 

 

If these time limits have passed, RightsFlow will still try to help you and make every effort to secure a retroactive license on your behalf, but in that instance a license cannot be guaranteed.  If a license cannot be secured, and the time to secure a “compulsory license” has expired, any accrued royalties will be returned to you but RightsFlow will retain its licensing service fee.  In all events, you will be responsible for any adverse claim by a publisher or copyright holder and agree to indemnify RightsFlow against any such claim in accordance with section 8 below.

 

When requesting RightsFlow’s licensing services, you agree and warrant that you will provide accurate information, including song title, songwriter, publisher, track length and any other information requested, for the songs that you wish to license.  RightsFlow is not responsible if licenses cannot be obtained, if the incorrect license is obtained, or if you pay insufficient publisher royalties as the result of inaccurate information in license requests. 

 

You agree to limit your use of the musical compositions to the format and number of reproductions that you request RightsFlow to license on your behalf.  Because you are asking RightsFlow to acquire a specific number and type of licenses, we must emphasize that any use of the musical compositions in format(s) or numbers of reproduction not requested is a violation of these Terms of Use and may also violate the rights of the applicable publisher or copyright holder. 

 

By way of example, if you request mechanical licenses for 100 DPDs that you intend to offer for download or sale, you are not authorized to reproduce the musical compositions in physical or ringtone format without further licensing.  In addition, you are not authorized to produce or sell more than 100 DPDs.  The 101st DPD requires an additional license.  It is your responsibility to ensure that additional mechanical licenses are requested BEFORE you offer the 101st DPD for download or sale.  If you get to that point, that’s great.  Just come back to the Clearance Form and we will set you up for the next 100 or 1,000!

 

6.            VIOLATIONS OF TERMS AND CONDITIONS

 

Should you violate these Terms and Conditions or any other rights of RightsFlow or any third parties, including, without limitation, infringing the copyrights of RightsFlow’s licensors, or any other third party, or manufacturing, reproducing or distributing any recording embodying musical compositions beyond the number or type of mechanical licenses requested, RightsFlow and its licensors reserve the right to pursue any and all legal and equitable remedies against you, including without limitation, terminating any and all user accounts; in such event, you also agree to indemnify RightsFlow against any claim by such licensors or other third party in accordance with section 8 below.

 

If you are aware of any violation of these Terms and Conditions, please report them to:

 

Attn: Limelight

56 W. 22nd Street, 9th Floor

New York, NY 10010

 

Or by email to violations@rightsflow.com.

 

 

7.            DIGITAL MILLENNIUM COPYRIGHT ACT

 

RightsFlow has registered as an agent with the United States Copyright Office in accordance with the Digital Millennium Copyright Act (“DMCA”) and avails itself of the protections of the DMCA. 

 

Songwriters and Publishers:  The Clearance Form provides publishers and other copyright holders with mechanical royalty income from short-run uses of musical compositions that have historically been unlicensed, unauthorized and unaccounted.  However, if a rightsholder believes in good faith that its copyrights have been infringed through use of the Clearance Form, the rightsholder may send us notice requesting that licensing opportunities through the Clearance Form be blocked for certain users.  The notice must include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed (a single notification may cover multiple copyrighted works); (3) identification of the material that is claimed to be infringing or the subject of the infringing activity, and information reasonably sufficient to allow RightsFlow to locate the licensees through the Clearance Form; (4) the name, address, telephone number and email address (if available) of the complaining party; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (6) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.   Copyright holders may want to consult their legal advisors before issuing a take-down notice under the DMCA as there can be penalties for false DMCA claims.  RightsFlow has adopted a policy of terminating, in appropriate circumstances and at RightsFlow’s sole discretion, account holders who infringe the intellectual property rights of RightsFlow or RightsFlow’s licensors.

 

All notices under the DMCA should be directed to:

 

Attn: DMCA Compliance

56 W. 22nd Street, 9th Floor

New York, NY 10010

 

Or by email to dmca@rightsflow.com.

 

Clearance Form Customers:  If you believe in good faith that a notice of copyright infringement has been wrongly issued, the DMCA permits you to send a counter-notice.  Notices and counter-notices must meet certain requirements.  Please refer to http://www.loc.gov/copyright for up-to-date requirements. 

 

8.            INDEMNIFICATION

 

You will indemnify RightsFlow, its officers, directors, employees, subsidiaries, affiliates and licensors against any and all losses, expenses, costs or damages (including without limitation reasonable attorneys’ fees and litigation expenses) incurred by any or all of them as a result of your breach of these Terms of Use or your unauthorized use of the website or musical compositions licensed by RightsFlow.

 

9.            DISCLAIMERS, LIMITATION ON LIABILITY

 

THIS WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND RIGHTSFLOW EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

THE FUNCTIONS EMBODIED IN THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.  RIGHTSFLOW MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT, INFORMATION, SERVICES OR MATERIALS MADE AVAILABLE ON OR THROUGH THIS SITE.

 

YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RESPONSIBILITY AND RISK. RIGHTSFLOW NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT, INFORMATION OR OTHER CONTENT MADE AVAILABLE ON OR THROUGH THIS SITE, NOR WILL IT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF ANY CONTENT, INFORMATION, PRODUCTS, SERVICES OR MATERIALS OBTAINED ON OR THROUGH THIS SITE. 

 

EXCEPT AS SPECIFICALLY STATED IN THESE TERMS OF USE, ANY LICENSING AGREEMENT BETWEEN YOU AND RIGHTSFLOW, OR ELSEWHERE ON THIS WEBSITE, NEITHER RIGHTSFLOW, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUBSIDIARIES, AFFILIATES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES), WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF YOUR USE OF, YOUR INABILITY TO USE, OR THE PERFORMANCE OF THIS WEBSITE WHETHER OR NOT RIGHTSFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RIGHTSFLOW, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, EXCLUSIVE OF PUBLISHING ROYALTIES, TO RIGHTSFLOW FOR LICENSING SERVICES OR ACCESS TO, OR USE OF, THE WEBSITE.

 

TO THE EXTENT IT MAY APPLY, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES:

 

(GENERAL RELEASE – CLAIMS EXTINGUISHED) A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OS SUPSECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

 

10.            NO PROFESSIONAL ADVICE

 

No information provided in these Terms of Use or the website should be construed as legal, accounting or other professional advice.   RightsFlow does not provide such services and the availability of background information here does not create any professional service relationship.  Although RightsFlow has attempted to clearly and succinctly explain many of the rules associated with licensing musical compositions, none of the information provided here is an adequate substitute for obtaining advice and guidance from a lawyer, accountant or other licensed professional.

 

11.            ELECTRONIC COMMUNICATION AND CONTRACT

 

You consent to receive communications and your Licensing Agreement from RightsFlow electronically.  You agree that all agreements, licenses, notices and other communications provided to you in electronic format satisfy any legal requirements that such documents or communications be in writing, and that such documents and communications have the same force and effect as though they had been provided in non-electronic form.

 

12.            GOVERNING LAW AND VENUE

 

These Terms of Use shall be interpreted and governed under the laws of the State of New York, without reference to conflict of laws or the provisions of the United Nations Convention on Contracts.  Venue for any and all disputes arising under these Terms of Use or an applicable Licensing Agreement shall lie exclusively in the state and federal courts of New York, in New York County.  You agree not to contest personal jurisdiction or venue of these courts.  Notwithstanding the foregoing, RightsFlow will have the right to commence and prosecute any legal or equitable action or proceeding before any non-U.S. court of competent jurisdiction to obtain injunctive or other relief as RightsFlow may deem necessary.

 

13.            WAIVER AND AMENDMENT

 

The failure by RightsFlow or any licensor to act with respect to a breach by you or others of the Terms of Use does not waive any right to act with respect to subsequent or similar breaches.

 

RightsFlow may, from time to time, amend these Terms of Use and your use of the website following any such amendment shall constitute your further agreement to follow and be bound by the amended Terms of Use. 

 

14.            SEVERABILITY

 

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be modified so that it is valid and/or enforceable to the greatest extent possible under applicable law.  All remaining provisions shall be unaffected and enforceable.

 

15.            ENTIRE AGREEMENT

 

These Terms of Use, the Privacy Policy, and, if applicable, the Licensing Services Agreement between you and RightsFlow, collectively set forth the entire understanding between you and RightsFlow with respect to your use of this website.  It is understood that in the event of any conflict between these Terms of Use and the Licensing Services Agreement, these Terms of Use shall control.