Rainysongs Entertainment Terms of Service

Please read this Terms of Service (“Terms”) carefully before using the https://www.rainysongs.com/ Website (the “Website”) operated by Rainysongs Entertainment, LLC d/b/a RS Digital Distribution, a Limited Liability Company formed in Florida, United States (“us,” “we,” “our”). These Terms contain important information regarding limitations of our liability. Your access to and use of this Website is conditional upon your acceptance of and compliance with these Terms. If you are entering into this agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. These Terms apply to everyone, including but not limited to visitors, users, and others, who wish to access and use the Website.

By accessing or using the Website, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you do not have our permission to access or use the Website. You acknowledge that this Agreement is a contract between you and Rainysongs Entertainment, LLC, even though it is electronic and is not physically signed by you, and it governs your use of the Website and Services.

Our Offers and Pricing

We offer a digital music distribution service on this Website. The process to obtain digital distribution with us is as follows: Initially, the prospective client’s label/content is reviewed by members of our organization. If approved, a digital distribution agreement will be issued. Subsequent to approval, there are no charges or out-of-pocket costs to the client for securing a digital music distribution agreement with us.

Cancellation Policy

We offer cancellations on the service offered on our Website. We offer cancellations only under these conditions: (a) Prior to the client signing of the distribution agreement. You may cancel your request by contacting us in writing via electronic mail.

We reserve the right to cancel your request for digital music distribution for any reason, at any time, at our sole discretion, including but not limited to fraud, inaccuracies, releasing and claiming rights to the content you don’t own or control, unlicensed content, and unavailability of the items or services requested.

Refund Policy

We do not offer refunds on any purchases.

NO WARRANTY ON SERVICE

The items or services displayed or offered on this Website are provided “as is,” with no warranty, express or implied (including any implied warranty of merchantability, of satisfactory quality, or fitness for a particular purpose or use) applying to any items or services displayed, offered, or sold on this Website, whether arising by law, course of dealing, course of performance, usage of trade, or otherwise.

Remedies

You agree that the remedy for breach of this Terms of Service as it relates to services you received on this website shall be to request cancellation of your agreement. You also agree that the remedy for breach of this Terms of Service as it relates to your service shall be to pursue dispute resolution as provided in the “governing law, severability, dispute resolution, venue and class action waiver” section below. These remedies are intended to be your sole and exclusive remedies for any breach of these Terms of Service as it relates to your service received.

Paid Subscriptions

We do not offer paid subscriptions.

Accounts

i) Membership accounts are only available to clients that have a digital music distribution agreement with us in good standing.

ii) When you create an account on our Website, you guarantee that you are 18 years of age or older and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Website.

iii) You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Website or a third-party service.

iv) You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

v) We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.

vi) We reserve the right to terminate your account anytime at our sole discretion. You can also terminate your account by contacting us for Cancellation or Termination of a digital music label account but it must be requested by electronic mail.

Backups

We perform regular backups of this Website and its Content, however, these backups are for our own administrative purposes only and are in no way guaranteed. You are responsible for maintaining your own backups of your data. We do not provide any sort of compensation for lost or incomplete data in the event that backups do not function properly. We will do our best to ensure complete and accurate backups, but assume no responsibility for this duty.

Data, Information, or Material

We do not own any data, information, or material (collectively, “Content”) that you submit on the Website in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content.

ii) We may monitor and review the Content on the Website submitted or created using our Services by you. You grant us permission to access, copy, distribute, store, transmit, reformat, display, and perform the Content of your user account solely as required for the purpose of providing the Services to you.

iii) Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.

iv) You also grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing, or any similar purpose.

v) Any content containing intellectual property must be owned or controlled by that client.

vi) Uploading content you do not own or control is grounds for immediate cancellation of your agreement with us, and you will be banned from having any further access to your label distribution account unless you can upon our request obtain and provide a legal document from the rights owner/holder of that content that specifically grants you the legal rights to commercially release that content. Otherwise, you will provide upon request a verifiable license from the rights owner/holder of that content.

Comments

By submitting a comment or uploading content onto this Website, you grant Rainysongs Entertainment, LLC d/b/a RS Digital Distribution a worldwide, non-exclusive, perpetual, royalty-free license to reproduce, publish, and distribute the comment. When you make a comment on this Website, you agree that such comment may be viewed by other parties and it is your responsibility to ensure that the comment does not contain any confidential or proprietary information. You are also responsible for ensuring that your content or comment does not violate any laws, rules, or regulations. We reserve the right to not publish and/or remove any comment at any time in our sole discretion.

The following is a non-exhaustive list of types of content or comments that you are prohibited from posting on our Website:

• Content that harasses others;
• Content that is discriminatory or offensive;
• Swearing, name-calling, and otherwise abusive content;
• Pornographic and sexually explicit content;
• Content displaying, depicting, or suggesting violence;
• Content that exploits or abuses children;
• Content encouraging or committing illegal acts;
• Content sharing personal information without consent;
• Content infringing on someone’s rights, including intellectual property rights;
• Content advertising products or services without our permission;
• Content whose purpose is spamming others.

Prohibited Uses

You agree to use this Website in accordance with all applicable laws, rules, regulations, and these Terms at all times. The following is a non-exhaustive list of prohibited uses of this Website. You agree that you will not perform any of the following prohibited uses:

1. For any unlawful purpose;
2. To solicit others to perform or participate in any unlawful acts;
3. To use the Website in any way that violates any applicable international, federal, provincial or state regulations, rules, laws, or local ordinances;
4. To infringe upon or violate our intellectual property rights or the intellectual property rights of others;
5. To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
6. To submit false or misleading information;
7. To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website and Services, third party products and services, or the Internet;
8. To spam, phish, pharm, pretext, spider, crawl, or scrape;
9. To impersonate or attempt to impersonate Rainysongs Entertainment, LLC d/b/a RS Digital Distribution or its employees, representatives, subsidiaries or divisions;
10. To misrepresent your identity or affiliation with any person or entity;
11. To send or attempt to send any advertising or promotional material, including but not limited to spam, junk mail, chain mail or any similar material;
12. To engage in any conduct that restricts or inhibits any person’s use or enjoyment of the Website, or which, as determined in our sole discretion, may harm us or the users of this Website or expose us or other users to liability;
13. To use the Website in any manner that could disable, overburden, damage or impair the Website or interfere with another party’s use of the Website;
14. To use any robot, spider, or other similar automatic technology, process, or means to access or use the Website for any purpose, including monitoring or copying any of the material on this Website;
15. To use any manual process or means to monitor or copy any of the material on this Website or for any other unauthorized purpose;
16. To use any device, software, means, or routine that interferes with the proper working of the Website, including but not limited to viruses, trojan horses, worms, logic bombs, or other such materials;
17. To attempt to gain unauthorized access to, interfering with, damaging or disrupting any parts of the Website, the server(s) on which the Website is stored, or any server, computer or database connected to the Website;
18. To attempt to attack or attack the Website via a denial-of-service attack or a distributed denial-of-service attack;
19. To otherwise attempt to interfere with the proper working of the Website;
20. For any obscene or immoral purpose; or to interfere with or circumvent the security features of the Website and Services, third party products and services, or the Internet.

• We reserve the right to terminate your use of the Website and Services for violating any of the prohibited uses.

NO WARRANTY ON WEBSITE

THIS WEBSITE IS PROVIDED “AS IS,” WITH NO WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) APPLYING TO THIS WEBSITE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

DISCLAIMER OF WARRANTY

You agree that the Service is provided on an “as is” and “as available” basis and that your use of the Website and Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

INDEMNIFICATION

You agree to indemnify and hold Rainysongs Entertainment, LLC d/b/a RS Digital Distribution and its affiliates, directors, officers, employees, agents, suppliers, and licensors harmless from and against any liabilities, losses, damages, or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website and Services or any willful misconduct on your part.

Availability, Errors, and Inaccuracies

We assume no liability for the availability, errors, or inaccuracies of the information, products, or services provided on this Website. We may experience delays in updating information on this Website and in our advertising on other websites. The information, products, and services found on the Website may contain errors or inaccuracies or may not be complete or current. Products or services may be incorrectly priced or unavailable. We expressly reserve the right to correct any pricing errors on our Website. The inclusion or offering of any product or service on this Website does not constitute an endorsement or recommendation of such product or service by us.

DAMAGES AND LIMITATION OF LIABILITY

IN NO EVENT SHALL RAINYSONGS ENTERTAINMENT, LLC D/B/A RS DIGITAL DISTRIBUTION, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO, DISPLAY OF OR USE OF THIS WEBSITE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THIS WEBSITE, INCLUDING BUT NOT LIMITED TO YOUR RELIANCE UPON OPINIONS OR INFORMATION APPEARING ON THIS WEBSITE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED WEBSITES OPERATED BY THIRD PARTIES, PRODUCTS OR SERVICES OBTAINED THROUGH THIS WEBSITE, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, CONSUMER PROTECTION STATUTES OR OTHERWISE, EVEN IF RAINYSONGS ENTERTAINMENT, LLC D/B/A RS DIGITAL DISTRIBUTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN YOU AND US. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS OF USE INURE TO THE BENEFIT OF RAINYSONGS ENTERTAINMENT, LLC D/B/A RS DIGITAL DISTRIBUTION. THE AGGREGATE LIABILITY OF RAINYSONGS ENTERTAINMENT, LLC D/B/A RS DIGITAL DISTRIBUTION ARISING OUT OF OR RELATING TO THIS WEBSITE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY RECEIVED BY RAINYSONGS ENTERTAINMENT, LLC D/B/A RS DIGITAL DISTRIBUTION BY YOU.

Links to Third-Party Websites

This Website may contain hyperlinks to websites operated by third parties and not by us. We provide such hyperlinks for your reference only. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is your responsibility to take precautions to ensure that whatever links you click on or software that you download, whether from this Website or other websites or applications, is free of such items as viruses, worms, trojan horses, defects, and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

ii) If you decide to enable, access, or use third-party services, be advised that your access and use of such other services are governed solely by the terms and conditions of such other services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other services.

iii) You irrevocably waive any claim against Rainysongs Entertainment, LLC d/b/a RS Digital Distribution with respect to such other services. Rainysongs Entertainment, LLC d/b/a RS Digital Distribution is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of any such other services, or your reliance on the privacy practices, data security processes or other policies of such other services.

iv) You may be required to register for or log into such other services on their respective platforms. By enabling any other services, you are expressly permitting Rainysongs Entertainment, LLC d/b/a RS Digital Distribution to disclose your data as necessary to facilitate the use or enablement of such other service.

Intellectual property and DMCA notice and procedure for intellectual property infringement claims

All contents of this Website are ©2007 - 2024 Rainysongs Entertainment, LLC d/b/a RS Digital Distribution or third parties. All rights reserved. Unless specified otherwise, this Website and all content and other materials on this Website including but not limited to all logos, designs, text, graphics, pictures, information, data, software, sound files, and arrangement thereof (collectively, “Content”) are the proprietary property of Rainysongs Entertainment, LLC d/b/a RS Digital Distribution or respective third parties and are either registered trademarks, trademarks or otherwise protected intellectual property of Rainysongs Entertainment, LLC d/b/a RS Digital Distribution or third parties in the United States and/or other countries.

If you are aware of a potential infringement of our intellectual property, please contact Copyright Infringement at This email address is being protected from spambots. You need JavaScript enabled to view it. .

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Website infringes on the copyright, trademark or other intellectual property rights of any person or entity.

If you believe in good faith that the Content infringes on your intellectual property rights, you or your agent may send us written notice of such infringement titled “Infringement of Intellectual Property Rights - DMCA.” Your notice to us must include the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property right’s interest;
2. A description of the work that you claim has been infringed, including the URL (i.e., web page address) of the location where the work exists or a copy of the work;
3. Your name, email, address and telephone number; and
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the work, its agent or the law.

Please note that we will not process your complaint if it is not properly filled out or is incomplete. You may be held accountable for damages, including but not limited to costs and attorneys’ fees for any misrepresentation or bad-faith claims regarding the infringement of your intellectual property rights by the Content on this Website.

You may submit your claim by sending us an email with “Copyright Infringement” in the subject line.

Governing law, severability, dispute resolution, and venue

These Terms shall be governed and construed in accordance with the laws of the state of Florida, United States, without regard to its conflict of laws provisions. THESE TERMS SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF INTERNATIONAL GOODS, THE UNIFORM COMMERCIAL CODE, NOR INCOTERMS.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Website, and supersede and replace any prior agreements we might have had with you regarding the Website.

The exclusive jurisdiction and venue for actions related to any controversy or claim arising out of or relating to these Terms, including but not limited to the interpretation or breach thereof, shall be the courts located in Miami / Dade County, Florida, United States, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement.

YOU AND RAINYSONGS ENTERTAINMENT, LLC D/B/A RS DIGITAL DISTRIBUTION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.

Changes to Terms of Service

We reserve the right to make changes to these Terms of Service at any time. We will not provide you with any notice when we make changes to this Terms of Service. Your continued use of the Website and Services after the effective date of the revised Agreement (or such other act specified at that time) will constitute your consent to those changes.

Modifications and Updates

We maintain the authority to revise these Terms of Service, along with its stipulations associated with the Website and Services, at any moment without prior notice. These changes become effective once an updated version of these Terms of Service is posted on the Website. The date at the bottom of this page will be updated to indicate when the modifications were implemented. Your continued usage of the Website and Services following any such amendments signifies your acceptance of these changes.

Acceptance of these Terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Website and Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Website and Services.

Questions

If you have any questions about our Terms of Service, click here to contact us.

This document was last updated on March 29th, 2024