Riverstarz Digital Logo

Terms of Service

Last Updated: January 1, 2023

These terms and conditions (the “Terms”) govern your access to and use of Riverstarz Digital’s websites (“Site”), its technology platforms including but not limited to Riverstarz Digital Deliver API, RiverstarzPay, RiverstarzQCService, Riverstarz Digital Deliver SaaS, and marketing/branding infrastructure, and related services (collectively, the “Services”). Riverstarz Digital provides B2B technology solutions for music businesses. By accessing or using the Site or Services, you, on behalf of your company (“Client” or “You”), agree to be bound by these Terms.

1. CHANGES TO THE TERMS AND CONDITIONS

Riverstarz Digital reserves the right to change these Terms at any time. All changes are effective immediately when we post them. Your continued use of the Site or Services following the posting of revised Terms means that you accept and agree to the changes.

2. ACCESSING THE SERVICES AND ACCOUNT SECURITY

Client is responsible for making all arrangements necessary for its authorized users to have access to the Services and ensuring that all such users are aware of these Terms and comply with them. To access the Services or some of the resources they offer, Client and its authorized users may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide is correct, current, and complete. Client agrees that all information it provides to register with Riverstarz Digital or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy, and Client consents to all actions we take with respect to its information consistent with our Privacy Policy.

If Client or any of its authorized users are provided with a user name, password, API key, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity outside of your organization as necessary for your authorized use. You also acknowledge that your account is specific to your company and agree not to provide any unauthorized person with access to the Services or portions of it using your user name, password, API key, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

3. INTELLECTUAL PROPERTY RIGHTS

The Site and Services, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Riverstarz Digital, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit Client and its authorized users to use the Services exclusively for Client’s internal business purposes related to managing and distributing music content as enabled by the specific Services licensed, and in accordance with any applicable service agreements. Client must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site or Services, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Site for your own internal business use and not for further reproduction, publication, or distribution.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own internal business use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify copies of any materials from the Services.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
  • Access or use for any commercial purposes any part of the Services or any services or materials available through them except as expressly permitted by a separate written agreement with Riverstarz Digital.

If you wish to make any use of material on the Services other than that set out in this section, please address your request to: info@riverstarz.com. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or Services or any content on them is transferred to you, and all rights not expressly granted are reserved by Riverstarz Digital.

4. PROHIBITED USES

Client and its authorized users may use the Site and Services only for lawful purposes and in accordance with these Terms. You agree not to use the Site or Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation.
  • To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • To impersonate or attempt to impersonate Riverstarz Digital, a Riverstarz Digital employee, another user, or any other person or entity.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site or Services, or which, as determined by us, may harm Riverstarz Digital or users of the Site or Services or expose them to liability.
  • Not to use the Services in a way that infringes on the intellectual property rights of third parties (artists, songwriters, etc.) whose content Client processes through the Services.
  • Not to upload malicious code, viruses, or any other harmful data to the Services.
  • Not to attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Site is stored, or any server, computer, or database connected to the Services.
  • Not to reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, except to the extent applicable laws specifically prohibit such restriction.

5. CLIENT CONTENT

The Services allow Clients and their authorized users to upload, submit, store, send, or receive content such as audio files, metadata, artwork, and other related materials (“Client Content”) through the Services. Client retains ownership of all intellectual property rights in its Client Content. By submitting Client Content to the Services, Client grants Riverstarz Digital a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, modify, create derivative works (such as those resulting from transcoding, reformatting, or other technical processes), communicate, publish (e.g. to DSPs as directed by Client), perform, display, and distribute such Client Content solely for the purpose of operating, providing, maintaining, and improving the Services, developing new ones, and as otherwise permitted by these Terms or specific service agreements with the Client. This license continues even if you stop using our Services, for the limited purpose of enabling Riverstarz Digital to fulfill its obligations related to your past use or as required by law.

Client is solely responsible for its Client Content and the consequences of posting, publishing, or otherwise making it available through the Services. Client represents and warrants that:

  • It owns or has all necessary rights, licenses, consents, and permissions to submit the Client Content and to grant Riverstarz Digital the licenses set forth herein.
  • The Client Content and its use through the Services does not and will not infringe or violate the rights of any third party, including without limitation any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary rights.
  • The Client Content complies with the Content Standards set forth in these Terms and all applicable laws and regulations.

Riverstarz Digital does not endorse any Client Content or any opinion, recommendation, or advice expressed therein, and Riverstarz Digital expressly disclaims any and all liability in connection with Client Content.

6. CONTENT STANDARDS

These content standards apply to any and all Client Content and use of interactive features of the Services. Client Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Client Content must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. This includes ensuring you have all necessary rights (e.g., from artists, songwriters, producers, labels) for any music or other content you upload and distribute.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, unless expressly authorized by Riverstarz Digital.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

7. MONITORING AND ENFORCEMENT; TERMINATION

Riverstarz Digital has the right to:

  • Remove or refuse to process or distribute any Client Content for any or no reason in our sole discretion, particularly if it violates these Terms, applicable law, or industry best practices, typically providing notice to the Client where feasible.
  • Take any action with respect to any Client Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Client Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Riverstarz Digital.
  • Disclose Client’s identity or other information about Client or its Client Content to any third party who claims that material processed or distributed by Client via the Services violates their rights (e.g., copyright infringement), in accordance with applicable law and our Privacy Policy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site or Services or Client Content.
  • Terminate or suspend Client’s access to all or part of the Site or Services for any or no reason, including without limitation, any violation of these Terms or any applicable service agreement.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS RIVERSTARZ DIGITAL AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all Client Content before it is submitted to the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

8. RELIANCE ON INFORMATION POSTED

The information presented on or through the Site (excluding Client Content) is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

9. LINKS FROM THE SITE

If the Site or Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

10. DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site or Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICES IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER RIVERSTARZ DIGITAL NOR ANY PERSON ASSOCIATED WITH RIVERSTARZ DIGITAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER RIVERSTARZ DIGITAL NOR ANYONE ASSOCIATED WITH RIVERSTARZ DIGITAL REPRESENTS OR WARRANTS THAT THE SITE OR SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, RIVERSTARZ DIGITAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL RIVERSTARZ DIGITAL, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. INSOFAR AS APPLICABLE LAW PROHIBITS ANY SUCH EXCLUSION OR LIMITATION, THE TOTAL LIABILITY OF RIVERSTARZ DIGITAL IN CONNECTION WITH OR ARISING FROM THE SERVICES SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO RIVERSTARZ DIGITAL FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

12. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless Riverstarz Digital, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to Client’s violation of these Terms, its use of the Services (including, but not limited to, its Client Content, any use of the Site’s content, services, and products other than as expressly authorized in these Terms), or Client’s use of any information obtained from the Site or Services, or any claim that Client Content infringes or violates the rights of a third party.

13. GOVERNING LAW AND JURISDICTION

All matters relating to the Site, the Services, and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware, USA without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14. ENTIRE AGREEMENT

These Terms, our Privacy Policy, and any applicable Master Service Agreement (MSA), Service Level Agreement (SLA), or specific service order between Client and Riverstarz Digital constitute the sole and complete agreement between you (Client) and Riverstarz Digital regarding the Site and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site and Services. In the event of a conflict between these Terms and a separately executed MSA or SLA with Riverstarz Digital, the terms of the MSA or SLA shall prevail.

15. YOUR COMMENTS AND CONCERNS

The Site and Services are operated by Riverstarz Digital.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy (if any) in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: info@riverstarz.com or through designated client support channels.

Riverstarz Digital
123 Tech Avenue, Innovation City