A. General Terms and Conditions

This is a legal agreement ("Agreement") between and among you and RHYTHM&FLOW ENTERTAINMENT, INC. (collectively, "RFE") and any other entity affiliated with RFE stating the terms that govern your (i.e., customer, website visitor, artist, dancer, client, label, brand, etc.) use of RFE websites, including the streaming service, music download store, label profiles, news service, event listings, or other services located at websites owned by RFE or RFE branded (each of these websites and the services available through them are individually and collectively referred to in this Agreement as the "Website", as the context requires, including without limitation any mobile version, IOS and/or Android application). Affiliate that joins as a party to these terms and conditions as provided herein, in each case solely with respect to such entity's exercise of its rights and compliance with its obligations in connection with the countries, territories, and provinces designated by RFE. As used in these Terms and Conditions, "Content Provider" or "you" means the person or entity accepting this Terms and Conditions. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with RFE or Content Provider, as appropriate. Any version of these Terms and Conditions in a language other than English is provided for convenience and the English language version will control if there is any conflict. Given the importance of these Terms and Conditions, we encourage you to study it carefully. In addition to the terms set forth below, these Terms and Conditions expressly incorporate by reference other specific terms and conditions governing our policies and website, including the Privacy and Cookie Policy, Submission Policy, Copyright Infringement, and Report Abuse

By using the Website, you agree to and are bound by the terms of this Agreement. You must accept and abide by these terms as presented to you, and RFE reserves the right to change, add, or remove portions of this Agreement at anytime in our sole discretion. Any changes to the Terms and Conditions or to the policies or guidelines referenced in these Terms and Conditions will be effective upon posting of such revisions to the website without notice to you. Your continued use of our website and all of our services following any changes to these Terms and Conditions will constitute your acceptance of such changes. If you do not agree to changes to these Terms and Conditions, you should discontinue use. You are responsibile to check our Terms and Conditions each time before using the Website and notice of any changes. Except as otherwise provided herein, changes to referenced policies and guidelines or ay other information including, without limitation in the Privacy and Cookie Policy, Submission Policy, Copyright Infringement and Report Abuse may be posted without any notice to you; provided, in the event of discrepancy between the terms of these Terms and Conditions and any of the foregoing, the terms of these Terms and Conditions shall prevail.  In addition, you agree to comply with all local, state, federal, national, and international laws, statutes, ordinances, and regulations that apply to your use of the Website or Content (defined below). If you are accepting these Terms and Conditions on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity by the terms of these Terms and Conditions. These Terms and Conditions is effective as of March 1, 2015 and was last modified on May 25, 2018.

You are solely responsible for safeguarding and maintaining the confidentiality of your details and information given to RFE and are responsible for all activities that occur under the use of our Website and services, whether or not you have authorized the activities, charges, or foregoings. You may not permit any third party to use your private or personal details and information and will not use any details or information of any third party. You agree to immediately notify RFE of any unauthorized use of your details and information pertaining to our Website and services. 

1. Age Requirement. 

In order to use the Product(s) or services offered on this Website, you need to (a) be 18 or older, or be 13 or older and have your parent or guardian’s consent to the terms of this Agreement, and (b) have the power to enter a binding contract with us and are not barred from doing so under any applicable laws.  If there are parts of this Website or services being offered on the Website where you need to register and provide certain information to RFE:  You must be at least 18 years of age. If you are at least 13 years of age, but under 18 years of age, you must present this Agreement to your parent or legal guardian to enter into this Agreement on your behalf. Children under 13 years of age may not purchase any products or services from or for the Website, nor may parents or legal guardians register on their behalf. If you are a parent or legal guardian entering this Agreement for the benefit of your child or a child in your legal care, be aware that you are fully responsible for the child's use of the Website, including all financial charges and legal liability that he or she may incur.   

2. Content and Products. 

All "Content", including but not limited to digital downloads of sound recordings, photographs, streamed sound recordings and related digital content, including songs, images, downloads or samples, and all software, artwork, graphics, video, text, editorials and news, interfaces, trademarks, logos, photographs, and any other element of the Website, including the layout, look and feel, organization, and coordination of such Content on the Website is the property of or is licensed to RFE, and is protected by U.S. and international trademark, trade dress, copyright, and other intellectual property rights laws. Without the prior written consent of RFE or the applicable copyright holder, and except as provided in this Agreement, no Content may be transmitted, distributed, translated, publicly displayed, uploaded, published, recorded, retransmitted, rented, sold, distributed, digitized, endorsed, reproduced, altered to make new works, performed, or compiled in any commercial way. Some of the Content is "Products," which is certain Content made available by RFE for streaming, purchase and/or download.  The Content is only for your personal, noncommercial use, except for those Products provided for by RFE.  

3. Objectionable Material. 

When using the Website, you understand that you may encounter Content that may be deemed objectionable, indecent, or offensive, which content may or may not be identified as having explicit language or text, graphic designs, and/or photographs. You agree to use the Website at your own risk and RFE shall have no liability to you for Content that may be found objectionable, indecent, or offensive.

4. Consent to our communication with you by E-Mail. 

By establishing your information, you grant permission for RFE to contact you at your provided e-mail address as well as through any of your social media accounts (Facebook, Twitter, Instagram, Snapchat, etc.).

5. System Requirements for Usage. 

You are responsible for any hardware, systems and/or software program(s) you use and any associated fees and expenses (a) to connect to, browse or otherwise use the Internet, and/or (b) to access the Website, and/or (c) to browse, stream, download, upload, play back, or transfer the Content. From time to time, you may have to install software, available through the Website, to aid in the accessibility of Content; however, the purchase or obtaining of any other product shall not be construed to represent or guarantee you access to the Content. If you need information on the specifications of any equipment, internet access or software required to use the services provided by the Website. You may not attempt, nor support others' attempts, to decrypt, reverse engineer, circumvent or otherwise alter or interfere with any software required for use of the Website or Content. If you access the Website over mobile or via an IOS or Android application, data charges may apply.    

6. Charges and Billing. 

You agree to pay for all for-fee Products and Services that you purchase through the Website. RFE may charge your credit card for any Products and Services purchased, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your fees, transactions and not limited to your information to be and/or on file. You hereby agree to authorize RFE to charge your credit card for the above mentioned at RFE's convenience, but within thirty (30) days of credit card authorization, but no earlier than the purchased Product is available for actual download or delivery, unless as may be required to process pre-order purchases at your request. YOU ARE RESPONSIBLE FOR PROVIDING RFE WITH A VALID CREDIT CARD AND THE TIMELY PAYMENT OF ALL FEES. At its discretion, RFE may post charges individually or aggregate your charges with other purchases you make on the Website. If any of your billing information changes, you are responsible for updating the information with RFE. You are responsible for any charges on your behalf that are incurred by any person through your information, regardless of whether you authorized such purchase or not. You are solely responsible for keeping your information you provide secure and confidential. 

RFE may, at its discretion, modify, suspend, or discontinue the Website (or any part or content thereof) at any time with or without notice to you, and RFE will not be liable to you or to any third party should it exercise such rights. 

7. Limitation on Sales 

RFE sells Products to end user customers and has the right to sell to resellers, distributors, music dealers, exporters, wholesalers, or any other businesses if they see fit. RFE reserves the right to refuse access to the Website or sale of Products or offering of streaming music for any reason, to any end user, client, business, brand, etc. RFE may terminate any offers for free or special promotions or pricing on merchandise, products, events and services at any time. 

8. Right to Change Prices and Content Availability. 

Prices and availability of Content offered through the website are subject to change at any time. RFE does not provide price protection or refunds in the event of a price drop or promotional offering.

9. Sales of Downloads.

Each Download (as defined below) Product is an individual sale and subject to the terms and conditions of this Agreement. Each purchase of a Download by you will be regarded as a separate transaction and each delivery of a Download will constitute a separate sale, whether delivery is in whole or partial fulfillment of an order. For the purpose of creating RFE charts and other marketing data, RFE reserves the right to correct or ignore any Downloads it suspects are a result of suspicious sales behavior intended to, in RFE’s sole discretion, falsely inflate sales data.

10. No Refunds. 

All sales are final and all charges from those sales are nonrefundable. RFE will not refund any fees for Products, Services, tickets and any other items whether physical and/or digital that you charged and purchased, unless such failure is caused solely by the negligence or gross misconduct of RFE. 

11. No Responsibility for Typographical Errors. 

Due to the rapidly expanding, broad selection of Content on the Website, it is possible that Products, Services, Events, tickets, and any other priced items whether physical and/or digital may be accidentally misplaced. In such an event, RFE reserves the right not to accept end user orders with prices based upon typographical errors. 

12. Taxes. 

You are responsible for paying any governmental taxes imposed on your purchases, including, but not limited to, sales, use or value-added taxes. 

13. Order Acceptance Policy. 

Your receipt of an electronic or other form of confirmation does not (1) constitute RFE's offer to sell or (2) convey RFE's acceptance of your purchase. RFE reserves the right, at its discretion, and without prior notice to you, and for any reason, to decline your request for Product(s), or supply less than the quantity you ordered following receipt of your order. Additionally, RFE reserves the right, at its discretion, to accept payment and process delivery of the Product, without accounting for the purchase for RFE chart purposes, if it believes, for any reason, at its discretion, that such purchase was solely intended to falsely inflate sales data.

14. Charges and Billing. 

RFE currently accepts American Express, Visa, Master Card, Discover, Android Pay,  and Apple Pay. RFE does not accept cash, money orders, or business checks throughout the website. Cash, money orders and business checks only (no personal checks) are accepted at our office. RFE reserves the right to change this policy at any time. You agree to pay all fees and charges associated with your purchase(s) (including any applicable taxes), at the rates in effect when the charges were incurred. You, not RFE, are responsible for any unauthorized amounts billed to your credit card by a third party. As a cardholder, your card issuer agreement governs your use of the designated card, and as such, you must refer to that agreement to determine your rights and liabilities as a cardholder. Obligation to pay for Services and Product orders previously accepted by RFE will survive your termination of your agreement and information. Due to the nature of the service, refunds are only available in exceptional circumstances at RFE's management's sole discretion. 

15. Currency. 

RFE accepts the following currencies: US Dollars. The currency displayed and accepted for each individual purchase is solely based on your territory of sale and cannot be modified by the end user. All purchases made using US Dollars shall be processed by RFE.

16. Limitations of Content Usage and Copyright. 

RFE may make available certain Content. Your access to and/or use of any Content will be limited by the rules assigned to the Content by RFE ("Content Rules") and described in this Agreement or on the Webpage where you acquire access to such Content.  You may not attempt, nor support others attempts, to decrypt, reverse engineer, circumvent or otherwise alter or interfere with any software required for use of the Website or any of the Content Rules. RFE RESERVES THE RIGHT TO ENFORCE THE PRODUCT RULES WITH OR WITHOUT NOTICE TO YOU. 

A “Stream” is the digital transmission of a sound recording of a musical work to an end user over the Internet where the content may be heard or viewed, but not downloaded for later playback.  You may not attempt, or support others' attempts, to download, copy, distribute, alter or capture a Stream.

A "Preview" is a promotional portion of a sound recording which is made available to you by Streaming while you are on the Website. Previews may also consist of a promotional music video. Previews are offered at no cost to you, via Streaming, and you may play as many Previews as you like. You may not attempt, or support others' attempts, to download, copy, distribute, alter or capture a Preview. 

A "Download" is a purchased Product that you can (1) transfer to a compatible portable device, (2) save to your hard drive with unlimited playback time, or (3) burn to a CD/DVD, in each case for personal private use only and not for commercial or public use or distribution. RFE shall have no liability for lost, damaged, or destroyed Downloads. Any security technology that is provided with a Download is an inseparable part of the Download. The Download capability does not operate to limit any rights of the copyright owners in a Product or any works embodied in them. 

Except as otherwise provided herein, you may not copy, reproduce, modify, rent, lease, broadcast, download, transmit, distribute or otherwise disseminate any Services, Images, Videos, Previews, Streams or Downloads or other Content contained on the Site except for your own personal, non-commercial use. Any copying, distribution, use or sharing is not permitted by this Agreement or applicable provisions of the United States Copyright Code, and is in violation of U.S. and international copyright and intellectual property laws.

17. Prohibited Uses of Content.

You may not reverse engineer, decompile, disassemble, modify or disable any copy protection or use limitation systems associated with the Downloads, Streams and/or Previews whether physical or digital. You may not play and then re-digitize any Downloads, Streams and/or Previews. You may not create any "derivative works" by altering any of the Content, except as permitted herein. You may not use the Downloads, Streams and/or Previews in conjunction with any other third-party content (e.g., to provide sound for a film) unless you obtain such rights from the copyright holder. YOU MAY NOT UPLOAD DOWNLOADS, STREAMS OR PREVIEWS TO THE INTERNET. PEER-2-PEER FILE SHARING IS STRICTLY PROHIBITED. Any other manner of network file sharing and transfer of Downloads, Streams or Previews to devices for such purpose is expressly prohibited and is a violation of U.S. and international copyright law.

18. Stems File Format

The Limitations of Content Usage and Copyright, as provided in Section 16 of this Agreement, the Prohibited Uses of Content, as provided in Section 17, and any other terms and conditions that apply to standard digital downloads of sound recordings and digital imaging and video, are applicable to any Content downloaded in the Stems file format.  For clarity, any digital download of a sound recording and digital imaging and video, including those in the Stems file format, other than those specifically purchased on RFE platform, are provided only for your personal, noncommercial use, or performance.

19. Loss of Rights by RFE.

RFE may at any time lose the right to make certain Content available. In such an event, you will no longer be able to access such Content from the Website. 

20. Electronic Signatures and Contracts. 

Your use of the Website and establishment of purchasing items whether physical and/or digital includes the ability to enter into agreements and/or to make purchases electronically. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of this Agreement and to pay for such purchases. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on the Website, including notices of cancellation, policies, contracts, and applications. 

21. Community and Brand Features / Public Areas. 

The Website may contain features designed to help users, clients, labels or brands (collectively a “user” or “users”) find and/or exploit Content of personal interest by creating landing pages, pubic profiles, generating short URLs and/or viewing Content that other users or artists have sampled, streamed, uploaded and/or downloaded.  These features may include access to a user’s most recently played list and access to a user's collection of Content. Further, RFE may feature message boards, comment areas, and/or chat rooms that allow for communication and posting of public profiles between users of the Website. The public areas are offered on a read only basis until a user  has the ability to post messages in the various forums. RFE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO MONITOR, EDIT, OR REMOVE ANY ACTIVITY OR CONTENT IN SUCH PUBLIC AREAS, OR TO RESTRICT ACCESS TO OTHER MEMBERS TO VIEW YOUR MUSIC, VIDEO, CONTENT COLLECTION OR PUBLIC PROFILES. RFE is not responsible and assumes no liability for any activity, content, messages and the like that you or any other user posts to a public area or a public profile, or send to another user.

22. RFE Name and Information Policy.

No two users or clients can have the same information on the RFE platform. RFE will not typically intervene in information disputes.  Disputes should be resolved between the parties. However, RFE reserves the right, in its sole discretion, to permanently remove, reassign, or ask a client or user to modify his/her name and/or information in situations where:  
(i) data and/or information has been inactive for a period of time;
(ii) RFE determines that information and/or data is offensive, commercial in nature, violative of, or a derivation of, a third party’s trademark or service mark, or is determined by RFE to be otherwise misleading;
(iii) RFE suspects that a client's data and/or information is being squatted;
(iv) the known used name and information is that of a more established, well-known entity, individual, brand, etc., and RFE’s decision not to reassign the information will lead to consumer confusion; and

(v) RFE has determined, in its own discretion, the situation is such that removing or reassigning the data and information is most appropriate under the circumstances.
Any attempts to sell, buy, or solicit other forms of payment in exchange for date and information is strictly prohibited and may result in legal action.

23. User Generated Content.

RFE may permit users to create customized landing pages and post or upload content, including mixes, tracks, playlist compilations, performances, videos, pictures, messages, texts, logos, and other content made available by individual artists, labels, brands, and/or users for the purpose of sharing with RFE users via Streaming or otherwise (“User Content”).  You are solely responsible for any User Content you may provide and for any consequence thereof. By uploading User Content, you represent and warrant that (i) you own or otherwise control all applicable rights to the User Content, (ii) have the necessary rights to post, upload, transmit or display the User Content on RFE, and (iii) that such User Content, or its use as contemplated by this Agreement, does not: (a) violate this Agreement, applicable law, or the intellectual property or publicity rights of others; (b) imply an affiliation, endorsement, approval or cooperation with you or your User Content by RFE or any unwilling, or unknowing, third-party, without that party’s express written consent, or (c) cause injury to any person or entity.  You agree to defend indemnify and hold harmless RFE, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for all claims resulting from User Content.  You agree that any loss or damage of any kind that occurs as a result of the use of any User Content you upload, post, transmit, display or otherwise make available through your use of the Website is solely your responsibility.  The rights granted herein shall inure for so long as the User Content is provided by you on the RFE Website. Except from those rights specifically granted by herein, you shall retain ownership of all rights, including intellectual property rights, in the User Content that you post on RFE.  You acknowledge that no payments shall be made to you for the User Content, except as provided for in Section C of this Agreement or as may be provided under a separate Agreement between you and RFE. RFE reserves the right to remove any User Content, for any reason or no reason at all, including, but not limited to, copyright violations, derogatory or offensive content, User Content that is deemed to be a third-party advertisement or promotional in nature, or User Content that violates this Agreement. RFE reserves the right to terminate any user(s) who are repeat offenders of this copyright policy. RFE does not monitor, review, edit, or endorse User Content. If you believe that User Content violates your intellectual property, please review the “Copyright Information” page for instructions on how to file a copyright claim with RFE.

24. Restrictions. You may not use the Website (or any part of it, including but not limited to public areas) to upload, post, transmit, display, perform or otherwise make available any messages, content or materials (i) that are illegal, obscene, threatening, of a "spamming" nature, defamatory, or invasive of privacy; (ii) violate (intentionally or unintentionally) a contractual, fiduciary or confidentiality obligation or duty you have to any third party; (iii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer system; (iv) provide links to unapproved third party sites; or (v) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Website or any networks connected to or by the Website. In addition, you may not use a false email address or otherwise mislead other users as to your identity or the origin of a message or content.

25. RFE's Rights.

By posting messages, inputting data, or engaging in any other form of communication through the Website, you agree that RFE may copy, sub-license, adapt, transmit, publicly perform or display any such Content to provide and/or promote the Website and/or to respond to any legal requirement, claim or threat. If RFE's use of such Content exploits any proprietary rights you may have in such material, you agree that RFE has an unrestricted, royalty-free, non-exclusive and perpetual worldwide right to do so.

26. Copyrights.

All copyrights in and to the Website, including, but not limited to, RFE (including the compilation of content, postings, profiles and pages, links to other Internet resources, and descriptions of those resources), are owned by RFE and/or its licensors. The use of the Website, or any Content on the Website, except for use as expressly permitted in this Agreement, is prohibited and subject to civil and criminal penalties, including possible monetary damages, for copyright infringement. All rights not expressly granted to you in this Agreement are reserved to RFE and/or is licensors.

27. Trademarks.

All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Website are the property of RFE and/or its affiliates or licensors. You may not copy, display or use any of these marks without prior written permission of the mark owner.

28. Violation of Intellectual Property Rights.

This service respects copyright. All rights of the authors of the works protected, reproduced and communicated on this site are reserved. Unless authorized, any use of the works other than for the purpose of individual and private reproduction and use is prohibited.

If RFE receives a notice alleging that you have engaged in behavior that infringes RFE's or an other's intellectual property rights or reasonably suspects the same, RFE may suspend or terminate your Account without notice to you, and shall have no liabilities to you, past or present, for suspension or termination under this paragraph. We take alleged copyright infringement seriously. If you believe that any information or material on the Website constitutes copyright infringement, please get in touch with us immediately. 

29. Enforcement of These Terms.

RFE reserves the right to enlist and take measures that RFE believes are reasonably necessary to enforce, or appropriate to enforce, or verify compliance with any part of this Agreement (including but not limited to RFE's right to cooperate with any legal process relating to your use of the Website and/or Content, and/or a third party claim that your use of the Website and/or Content is unlawful and/or infringes such third party's rights). You agree that RFE has the right, without liability or notice to you, to disclose any Registration Data/Account information to law enforcement authorities, government official, and/or third party, as RFE believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to RFE's right to cooperate with any legal process relating to your use of the Website and/or Content, and/or a third party claim that your use of the Website and /or Content is unlawful and/or infringes such third party's rights).

30. No Responsibility for Third-Party Materials or Web Sites. 

The Website may include Products, Content, and services from third parties available via the Website. RFE may include links to third party websites, which are provided solely as a convenience to you. RFE assumes no liability or responsibility for third-party materials or websites, and you acknowledge and agree that RFE is not responsible for evaluating or examining the content or accuracy of any such third-party material or websites.

31. Indemnity and Waiver.

By using the Website you agree to defend, indemnify and hold harmless RFE and its agents, executives, employees, directors, contractors, representatives, licensors, technology providers, affiliates, parents and subsidiaries from and against any and all claims, losses, demand, causes of action and judgments (including attorney' fees and court costs) arising from or concerning your breach of this Agreement and your use of the Website or the Content and to reimburse them on demand for any losses, costs or expenses they incur as a result thereof. You shall not sue or seek to recover any damages or other payment from RFE and its agents, executives, representatives, employees, Licensors, affiliates, content and technology providers, and any parent or subsidiary company as a result of its decision to terminate or suspend the Agreement and service hereunder.

32. Governing Law.

The laws of the State of New York, of the United States of America, excluding its conflicts of law rules, govern this Agreement and your use of the Website. Your use of the Website may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with RFE or relating in any way to your use of the Website resides in the courts of the State of New York, U.S.A.

33. Export Controls.  

The Content offered by RFE may be subject to U.S. export and control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

You warrant that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria, and (2) are not a denied party as specified in the regulations listed above.  You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from RFE under these Agreements to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of these Agreements.

34. Disclaimers and Limitations of Liability. 

(a) You agree that from time to time RFE may remove the Website, or portions of the Website, for indefinite periods of time, or cancel the Website, or portions of the Website, at any time, with or without notice to you. 

(b) RFE makes no warranty that any particular CD/DVD/Blu Ray, or any other forms, burner, browser, computer platform/software or portable device will be compatible with the Website or any Content offered on the Website. 

(c) Under no circumstance shall RFE be liable for any unauthorized use of the Website or its Content. 

(d) To the extent that in a particular circumstance any disclaimer or limitation on damages or liability set forth herein is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, RFE shall be entitled to the maximum disclaimers and/or limitation on damages and legality available at law or in equity by such applicable law in such particular circumstance, and in no event shall such damages or liability exceed US $10. 

(e) All Content on this Website is provided to you on an "as is" "as available" basis without warranty of any kind either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. RFE makes no warranty as to the accuracy, completeness, currency, or reliability of any content available through the website. You are responsible for verifying any information before relying on it. Use of the Website and the Content available on the Website is at your sole risk.  RFE makes no representations or warranties that use of the website will be uninterrupted or error-free. You are responsible for taking all necessary precautions to ensure that any content you may obtain from the Website is free of viruses. 

(f) RFE specifically disclaims any liability, whether based in contract, tort, strict liability or otherwise, for any direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with access to or use of the website, even if RFE has been advised of the possibility of such damages, including but not limited to reliance by any party on any content obtained through the use of the website, or that arises in connection with mistakes or omissions in, or delays in transmission of, information or content to or from the user, interruptions in telecommunications connections to the website or viruses, whether caused in whole or in part by negligence, acts of God, telecommunications failure, theft or destruction of, or unauthorized access to the website, or related information or programs.

B. RFE Sounds Terms and Conditions

Please read these RFE Sounds Terms and Conditions (“Sounds Terms”) carefully before purchasing any products in the RFE Digital Download catalogue. By using RFE Sounds or purchasing or downloading any Sounds Product, you are agreeing to be bound by these Sounds Terms.

If you do not wish to be bound by these Sounds Terms, do not use RFE Sounds or download or purchase any Sounds Product. 


1.B Sounds Terms and Conditions

These Sounds Terms are applicable for all purchases made on the RFE Sounds section of the Website and on Sounds to Sample, located under the domain rhythmandflowentertainment.com (collectively “RFE Sounds”). These Sounds Terms may be applicable to purchases made on any other portion of the Website.

All of the general terms and conditions set forth above are incorporated herein. If there is any conflict between those general terms and conditions and these Sounds Terms, these Sounds Terms shall apply (for RFE Sounds purchases only).

2.B Sounds Product License.

This is a non-exclusive, non-transferrable, terminable license agreement between you and RFE. Upon your purchase or download of any Sounds Product and subject to your compliance with these Sounds Terms and the general terms and conditions, you are granted a royalty free, non-exclusive license in the purchased loops, samples, sound effects, and/or patches, or any variations thereof, both singularly and as collections (collectively “Sounds Product”) for commercial and non-commercial use exclusively in a derivative work created by you. Your receipt of such purchase shall act as your license in the Sounds Product.

All Sounds Products remain the property of RFE or its Licensor (the “Copyright Holder”) and are licensed to you only for use in the creation of a live or recorded performance that includes the licensed samples as part of a derivative musical or visual work created by you, the licensed end user.

You are not the Copyright Holder. Your use of the Sounds Product is permitted without first obtaining a separate license from the Copyright Holder provided that you modify the samples within a musical or visual context and do not present them isolated. Likewise, any Sounds Product which is a rhythm loop sample must also be combined with other types of samples or sounds to effectively form a new composition or derivative work, in a manner that is clear and distinct from the isolated rhythm loop itself.

3.B Territory.


4.B Nontransferable.

This non-exclusive license is granted for a single user only, on a global basis, for the full copyright protection period (unless earlier terminated) and is not transferrable. Only the original purchaser of the Sounds Product has the right to embody and utilize the Sounds Product within their derivative work.
This license expressly forbids the copying, lending, duplicating, sublicensing, trading, resale, rental, loan, gift or transfer of any part of the Sounds Product or a copy thereof, in any format or via any medium, to another person or company, except in accordance with a permitted use contained herein in a derivative work created by you. You may not electronically transfer the Sounds Product or place the Sounds Product in a file-sharing or service bureau operation or a computer/sampler network.
The purchased Sounds Product may not be included, whether modified or as part of a derivative work, in any musical library or sample library product.
 Any unlicensed usage will be prosecuted to the maximum extent possible by law.

5.B Termination.

RFE may terminate your rights in a purchased Sounds Product upon written notice to you if it believes you have breached any of the Sounds Terms. Upon such termination you must return, destroy, remove, and cease all use of the identified purchased Sounds Product. No refunds shall be granted for such terminations.  

6.B Indemnification.

You agree to defend, indemnify and hold RFE harmless from and against any claims, damages, liabilities, costs and expenses, including reasonable attorney’s fees, arising out of your breach of these RFE Sounds Terms and Conditions and/or misuse, deliberate or otherwise of the Sounds Product, and/or violation of the rights purchased pursuant to this Agreement.

7.B Agreement.

These Sounds Terms express the entire understanding between you and RFE in relation to the Sounds Product and shall supersede all other oral or written communications relating to the Sounds Product or its use.



If you have any general questions about our Terms and Conditions, please contact our LEGAL DEPARTMENT