Thank you for choosing The Real Flow as your Digital Music Distributor. Please read these Terms & Conditions as they constitute a binding agreement between You (“End User” or “You”), and Us ( “The Real Flow”, “We” or “Us”) and are effective upon the registration on the platform, available at https://www.therealflow.com ( “the Platform”).
Formally, the provider of the service and responsible for the Platform is The Real Flow LLC, a limited liability Company constituted and existing under the laws of the United States, with a legal address in New York, USA.
The The Real Flow services shall be provided in accordance with:
We made our Terms & Conditions as easy to read as possible, but if you have any doubt or query, please contact us by email at firstname.lastname@example.org or by using this form.
To facilitate the understanding of these Terms & Conditions, the following principal expressions will have these meanings:
“Customer”: refers to any individual that accesses or makes use of a Digital Music Service.
“Digital Distribution”: means the transferring by any means of data transmission or communication, through the internet, internet radio, kiosks, in-store listening posts, mobile, wireless, satellite and similar communication systems, whether now known or existing in the future, of the End User Content in multiple digital formats including but not limited to clips, permanent downloads, subscriptions, streams and timeout-downloads, ring-tones and ring-back tones and any other means.
“Digital Music Service”: means any digital outlet, such as music download portals, music and video streaming services, mobile music platforms, digital (and terrestrial) radio stations, digital (and terrestrial) television networks, and mobile networks (each a “DMS”, i.e.: Apple Music, Pandora, Spotify, Tidal, Amazon Prime Music, etc.), that enables Customers to purchase and/or listen to End User Content.
“End User”: that’s You (hereinafter, the End User), which is an artist, songwriter, author, producer, agent (including royalty recipients), rights holder or others who are authorized and entitled to exploit certain music (including the composition and the recording) and to use the Platform, the Platform API or portions thereof.
“End User Content”: means all intellectual property works (including without limitation musical works, recordings, video clips, ring-tones, real-tones, lyrics, logos, covers and photos) as to which the End User has the necessary exploitation rights, including “Neighboring Rights”.
“Service”: means the service provided by Us through the Platform, in order to make the End User Content available on Digital Music Services (here, the Digital Distribution Services).
Hence, these are the rights and obligations of each of us:
General Conditions. Access to and use of the Services
2.1 During the Duration and subject to compliance by You with these Terms & Conditions, You have the right to access the Platform and utilize the Service provided by Us through it.
2.2 For information purposes, the features of the Platform include but are not limited to:
2.3 Furthermore, You undertake that You have all necessary rights in respect with Your Content to exploit it through the Platform and, therefore, grant Us a worldwide right to reproduce, storage, transfer and make available Your Content as requested by You at each time, in the terms described in Section 6. This right and authorization is granted on an exclusive basis for those Digital Music Services on which You decide to make Your Content available through our Service; this means that if You use the Service to make Your Content available in an specific Digital Music Service, You can’t make the same content available in the same Digital Music Service using a service different than the Service and the Platform.
What You can do and what You can’t do
3.1 By registering and uploading Your Content on the Platform, You assume and undertake the following obligations:
You shall use the Platform diligently and upload information and content whose rights belong to You or for which You are authorized by the rights holder. You shall provide all the necessary information to use the Service, which We will request during the use of the Service. You shall pay all the applicable fees for the Services rendered by Us, as described below. You shall inform Us of any activity that is inconsistent with this Terms & Conditions. You shall indicate through the Platform if Your Content contains “explicit” content. The term “explicit” content refers to content that evokes sexual, racist, violent or any other harmful connotations. You shall not perform illegal activities through the Platform or the Services, and/or actions that could harm or damage any party, including Us.
3.2 You undertake to use diligently the Platform and, therefore, undertake:
(a) not to grant access to the Platform to any third party or to employees that due to their position in your company, reasonably should not access the Platform; (b) not to access the source code of the Platform; (c) not to use the information, rules or instructions contained in the Platform for purposes different than those established in these Terms & Conditions; (d) not to disclose to any third party any of the information obtained through the Platform; (e) not to permit the public to access or use the Platform (including without limitation, via the internet). (f) not to use the Platform to upload content not owned by You or for which You do not have an explicit license to commercially exploit. (g) not to reproduce the Platform, in whole or in part, for any purposes; (h) not to copy and/or distribute the Platform, in whole or in part, by any manner; (i) not to create any form of “frame” or “mirror” for (any part of) the Platform on any other server or wireless or Internet‑based device; (j) not to transfer the Platform to any third party; (k) not to assign, sell, resell, rent, lease, lend, sublicense, outsource or otherwise transfer the Platform and/or the Service to any third party, or authorize or appoint any third party to do so; (l) and not to modify the Platform or provide any person with the means to do the same. This includes the obligation not to create derivative works and/or to translate, disassemble, recompile, alter, destroy or reverse engineer the Platform or attempt to do so, unless when expressly permitted by the applicable regulation; and not to circumvent the technological protection measures incorporated in the Platform.
3.3 Quicklink and Shortlink features should be used soley for promotion and redirection of End User’s music services and music catalog. Using the quicklink or shortlink to promote or redirect to other sites, including affiliate links, viruses, harmful/insensitive content, hateful/racist content, pornographic content, and/or other non-media related links will be considered spam and may result in an immediate and permanent ban from this service.
3.5 Selected users have been granted access to a certain “portal” with synchronization and publishing administration features on the Platform. The registrations submitted there will be registered to the mechanical collection societies (HFA, MLC, etc) and performance rights organizations under an agreement these organizations have made with Us. This "portal" on the Platform should be considered as “Exhibit A” as mentioned in the Agreement. This Section 3.5 is only applicable to certain selected users who have either applied or were recruited by Us and have opted into publishing administration contractually.
Upload and storage of Your Content
3.6 After registration, You can upload Your Content (including sound recordings and audiovisual works, photographs, images, and other related content) to your personal account for their subsequent Digital Distribution.
3.7 You can only upload content to the Platform for which You are the owner or have the rights holders’ permission in writing.You cannot lawfully upload any content whose rights are held by third parties. We may ask you to provide Us with all documents, contracts and registration certificates necessary to confirm that you own the rights of Your Content and reserve the right to ask you not to upload content from a specific author or producer. At our own discretion, We may also remove any of Your Content from the Platform for which We don’t believe belongs to You.
3.8 As specified before, You can’t, under any circumstance, upload any content that could be harmful, threatening, unlawful, confidential, defamatory, libelous, harassing, obscene, indecent, fraudulent, infringing the rights of privacy, incites hate or includes texts of racist, ethnic or other nature, that is against or hinders or limits in any way any individual, or which may expose Us or third parties to any harm or liability of any kind.
3.9 You can’t either upload any private or fake information of any third party, including without reservation physical addresses, phone numbers, and/or email addresses.
3.10 You are not allowed to upload any content that may breach any domestic or international copyright law or any other intellectual property law and/or or third-party brand ownership. This includes violations of domestic or international trademark law and, without exception, rights of publicity.
3.11 As We specified elsewhere herein, You are free to exploit Your Content, directly or through third parties, to Digital Music Services which are not selected or made available on the Platform.
3.12 We reserve the right to access to and analyze all or part of Your Content in order to guarantee the compliance with the Law and with these Terms & Conditions. We also reserve the right to delete files, data or information uploaded by You if We deem that they are not in compliance with these Terms & Conditions, or if We think they are not suitable or appropriate for the Platform or the Service.
3.13 Finally, for clarification purposes, these Terms & Conditions do not provide any obligation to You to upload a minimum quantity of content and/or a minimum availability of it.
4.1 By using the Service, You shall pay to Us the fees corresponding to the Services contracted.
Additionally, You will receive 100% of Net Income, unless otherwise mutually agreed, that We actually receive from Digital Music Services from the exploitation of Your Content. (Net Income is defined as all income received after deducting licensing fees and taxes). If a custom agreement is applicable, You authorize Us to deduct sales commission per an agreed upon percentage from the Net incomes received by Us from Digital Music Services.
4.2 All payments and associated claims: (i) will be made through the corresponding "Wallet" section of the Platform; (ii) will be made in the currency stated by Us; and (iii) will be payable via PayPal or Venmo (a Paypal Service limited to United States residents) to the account designated by You. If any authority imposes a duty, tax, levy, or fee, You agree to pay that amount or supply exemption documentation.
Payment of generated sales fees under these Terms & Conditions shall be made on a “On demand” basis within sixty (60) days of receipt of an out payment request from you, provided always that the due amount exceeds the corresponding minimum payment threshold for the relevant requested payout. Nonetheless, You authorize Us to withhold any payment during an additional period of twenty-four (24) months in the event we deem that such payment contains incomes or fees totally or partially generated fraudulently or contravening these Terms & Conditions or the Anti-Fraud Policy. Any payment You receive from Us will be subject to all and any applicable taxes (including VAT, withholding taxes, etc.).
The payment of an invoice by Us will not later prevent Us from disputing the invoiced amounts pursuant to any rights herein. We may recoup any amounts due to Us from You by withholding such amounts from any fees otherwise due in the future and providing notice thereof.
4.3 If any Digital Music Service deducts any amount due to any passed contingency, overpayment or conclusion in relation to Your Content or an investigation by Us reasonably demonstrates that any of Your fees for any prior month should have been lesser, We may, at the conclusion of such investigation and at our sole discretion, provide a revised sales report for the applicable month(s) and deduct the corresponding amount from future payments, which You acknowledge and accept.
4.4 You expressly and irrevocably authorize Us to collect all incomes from the exploitation of Your Content through the Platform, including but not limited to author’s rights, performing and recording rights, any levy established by law for private copies, and/or for any other concept without limitation. For this purpose, We may ask you to sign a specific authorization letter of direction as solicited by the corresponding Performing Right Organization, which You undertake to provide as soon as requested by Us.
4.5 We will make any corresponding invoices and receipts, including mandatory taxes, available to You according to the applicable regulations.
4.6 We reserve the right to change and adjust the Service price, the sales commission percentage or the minimum payment threshold, in which case the new terms will be notified to You not less than thirty (30) days prior to the effective date and will be applicable to future incomes.
4.7 We may decide not to charge you initially for the use of the Service and any optional services, however, You authorize Us to deduct the corresponding amounts from your future payments.
In the event that after one year from the start of the relationship, You have distributed Your Content on credit, without having generated enough sales to pay back the outstanding balance, We reserve the right to request the payment of the outstanding balance on demand.
Duration and Termination
5.1 The duration of our contractual relationship is initially undetermined. It shall begin when registering at the Platform and upon the explicit acceptance of these Terms & Conditions, and You or Us may elect to terminate the Service at any time by providing notice, in accordance with these Terms & Conditions, of thirty (30) days from the termination date.
In the event of termination, You must pay all outstanding amounts to Us in a maximum period of five (5) days from the notification date or We will transfer to you any positive balance, whichever is the case. Prior to requesting the termination, You must remove all Content from the DMSs using the “Takedown” functionality that is available to you within the Platform. Moreover, in the event of termination, You authorize Us to suspend your account, block your access to your account and delete all the files and information uploaded by You to the Platform. The termination shall not affect the accrued rights and obligations of the parties at the date of termination.
5.2 Additionally, We may terminate our relationship and the Service:
In the event You breach any term or condition established by Us (here or in any other document accepted by You) and You fail to remedy such breach within forty-eight (48) hours of the date of notice from Us. If any outstanding balance is not paid as per Section 4.7, We will have the right to terminate the relationship and cease the Service. We will also have the right to terminate the relationship and cease the Service (a) if You become the subject of any proceeding related to your liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) calendar days; (b) If You infringe our Intellectual Property Rights; (c) If You infringe our Anti-Fraud Policy, or (d) if you commit any unlawful activity using the Platform or the Service.
5.3 In all cases of termination, all costs due for any Service provided by Us until the termination date, must be duly paid by You.
5.5 If End User intends to remove End User Content, End User must issue a Takedown, as made available on the Platform. If applicable, Takedown fees must be paid and processed prior to redistribution and/or account suspension.
Regardless the termination of the Service, You and We agree to maintain in force those contracts signed by Us with third parties before receiving the notification of termination in the event the contracts with such third parties would be still in force.
Intellectual Property Rights
6.1 Nothing contained herein shall be construed as granting or conferring any property rights in the Platform or any part thereof to You. We are not granting to You by means of this Terms & Conditions, the right to exploit our Intellectual Property (including but not limited to copyright, patent, trademarks, registered marks, trade secrets, and confidential and proprietary information relating thereto). All these rights are expressly reserved by Us and, as a consequence, We will retain all licensed or ownership rights to the Platform, our brands, technology, etc., together with any complete or partial copies thereof.
6.2 When You upload any of Your Content to our servers through the Platform, you are recognizing the following: (a) that We are authorized to exploit, directly or through third parties, Your Content (including the recordings, videos, compositions, artwork, etc.) through the Digital Music Services selected by You, in the entire world and during the duration of our relationship (including section 5.4); (b) that You own and/or control all rights in and to the Your Content and/or have the full right and ability to upload Your Content and exploit it in the terms described herein; (c) that Your Content does not infringe the copyrights or any other right, of any third party; and (d) that We are authorized during the Duration of the agreement to grant to third parties synchronization licenses of Your Content for the entire world.
6.3 If any of Your Content uses any kind of the so-called “copyleft license” and such content was created or developed by a person (including artists and producers) which are not associated to any Performing Rights Organization (such as but not limited to SESAC, BMI or ASCAP in the USA, SACEM in France, MCPS in UK, SGAE in Spain, GEMA in Germany, etc.) in any country of the world, upon the compliance of Section 4.4 above, then You authorize Us to claim on their behalf, where appropriate, to the Performing Rights Organization of each country, any royalties, levies, duties, etc. that Digital Music Services have paid in respect with such content.
6.4 You must indicate through the Platform the name of the record label (associated with the phonographic producer) for each release or phonogram that you intend to distribute in any country in the world using the platform (phonographic producer that is associated with any Collective Management Society (CMO), as for example SCPP in France, PPL in the United Kingdom, AGEDI in Spain, CAPIF in Argentina, etc.). In contrast, if any of Your content is distributed using any “Public Label Name” available on the platform, you agree, in accordance with the provisions of section 4.4 above, with the following:
You authorize and facilitate the transmission by You to Us and the acquisition by Us from you of the following rights as associated with your content (sound recordings, compositions, music videos, et): (a) Reproduction Rights and/or(b) Public Communication or Public Performance Rights distributed using the platform. You authorize us to claim in your name, as appropriate, to the Collective Management Society (CMO) of each country, any rights, charges, obligations, etc. that those have collected with respect to said content.
7.1 We work very hard and invest extensive resources to avoid automated and fraudulent behaviors. For this reason, we have created a specific Anti-Fraud Policy, that is available in the footer section of this site.
When you accept these Terms & Conditions, you also specifically acknowledge and accept our Anti-Fraud Policy and, therefore, You accept that, among other commitments, You will not individually and will not authorize any third party to, directly or indirectly, generate automated, fraudulent, or otherwise invalid playback actions, especially in Digital Music Services.
7.2 In this Anti-Fraud Policy we have implemented a 3-strike policy. Please read carefully such policy. We will be very strict in applying it.
Warranty. Limitation of Liability
9.2 You will assume all liability and defend, indemnify, and hold Us and any party, harmless for the use of the Platform and the Service.
9.3 Our liability under or in connection with the Platform and the Service (including damages) whether arising from negligence, breach of contract or otherwise shall be limited to the value of the fees paid by You to Us during the 12 months prior to the claim. You hereby acknowledge that such monetary damages are sufficient for any damages that may be suffered by you in connection with the Service and specifically waive any right to injunctive relief or any damages other than those listed in this Section 9.3.
9.4 We shall not be liable for any loss of, whether arising directly or indirectly, (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) revenue, (f) anticipated savings, (g) business or opportunity or (h) any other like pure economic loss; nor any special, indirect, consequential or incidental losses or damages of any kind or nature whatsoever regardless of whether in each case arising from breach of contract, warranty, tort, strict liability, negligence or otherwise, even if advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen.
9.5 We respect the rights of others (including copyright, image and personality rights, etc.) and expect our clients to do the same. In compliance with the European Directive on Liability of Internet Service Providers, we will respond expeditiously to remove or disable access to material uploaded by users of the Platform and/or the Service that is claimed to infringe third parties’ rights.
10.1 Non-assignment: You may not assign your account or any interest therein to any third party (including companies of your same group), without our express prior written consent.
10.2 Severability: If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
10.3 Promotion: We are not obliged to effectuate any online promotion and/or marketing of Your Content under these Terms & Conditions. However, We may offer complimentary promotional services which You may contract separately.
10.4 Notifications: Any notice that You or Us need to effectuate in connection with the development and performance of these Terms & Conditions shall be, whichever their object, by mail, digital notification (available on the "Notification" page of the platform) or email at the addresses listed on your account on the Platform and, to Us, to any of the following means:
The Real Flow LLC
41 East 11th Street
New York, New York 10003
10.6 Confidentiality: In the event We provide any kind of information to you (including but not limited to statistics of the Platform, performance KPIs, marketing material, etc.) You agree to treat such information as confidential and in no event shall be utilized (for its benefits or for third parties), disclosed, transmitted to third parties or made public in any way by You without our prior written agreement.
10.7 Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of United States. When valid by law, any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be New York (United States). The language to be used in the arbitral proceedings shall be English. However, if local regulations establish any kind of limitation based on the nature of the End User, any claims or lawsuits between the parties will be resolved by the Courts of the City of New York.