This Agreement (“Agreement”) is made by Strommar, LLC a Florida Corporation, located in Miami, Florida USA (“Company”) and you, a person (“Member”) and are collectively known as Parties (“Parties”).
Services offered by Company are defined by a membership plan (“Membership”). A Membership contains services within a period of time (“Term”). The Membership will commence on the day the Member initially pays and the payment provider accepts payment. A Membership automatically renews at the end of every Term. Company grants Member a limited, non-exclusive, revocable license to make use of the Membership.
In order to subscribe to a Membership, Member need to be at least 18 years old and/or have the power to enter a binding contract with Company and not be prevented from doing so under any law. If Member is under 18, Member must be able to provide proof of guardian’s consent. Member also promises that the information Member submits to Company is true, accurate and complete, at all times during the Term.
If Member opens an account on behalf of an entity, then Member represents and warrants that Member is authorized to grant all permissions and licenses provided in the Agreement and bind the entity to this Agreement, and that Member agrees to the provisions and sections in the Agreement on the entity’s behalf.
If Member wishes to unsubscribe, not renew or cancel the Membership, Member must do this on the Company website. Member will still have access to the Membership services through the end of the Term. Company reserves the right to deactivate all features and access made available to Member after the end of the Term. Member’s audio tracks (“Tracks”) will be taken down from the Digital Service Providers (“DSP”) within 30 days after the end of the Term.
Company may, in its sole discretion, at any time during the Term, immediately terminate a Membership if Company deems that Member is uploading copyright infringed content, engaging in any illegal, forced or fraudulent activity, uses the Membership for the purpose to harm or attempt to harm any other person in any way, promote sexually explicit or violent material, promote discrimination based on race, religion, nationality, disability or sexual orientation, promote, advocate or assist in any illegal activity, threaten, harass, upset or alarm any other person or invade on their privacy or impersonate any person. Company may also terminate the Membership if Company deems that the Membership is not being used for its intended use. Company will not prorate and refund the remainder of the Term.
Member must provide accurate and complete information on the Membership. Membership shall be used solely by Member and may not be transferred or shared with any third-party. Member acknowledges that Member is exclusively responsible for all usage or activity of the Membership. Member is also responsible for maintaining the security of the Member account password. Member shall immediately notify Company of any breach of security or unauthorized use of the Membership. Any fraudulent, abusive, or otherwise illegal account activity shall constitute a basis to terminate Member account. Member agrees to indemnify Company against any liability and costs arising from such improper use of the Membership.
Company reserves the right to change the pricing at any time. Company will notify Member in advance, by giving Member time to cancel the Membership. Company will not increase the price during the Membership Term.
Membership payment is made in advance of services on the first day of each Term. Company will deduct the Membership price from the method of payment defined in the Membership.
If Member payment method has expired or if any of the information needed to make a renewal payment is incorrect, Member will have an additional period to remedy the matter (“Remedial Period”), subject to Company’s sole discretion. Company will retry payment every day for ten (10) days, before Company terminates Member access to the Membership and Member will still have access to the Membership during the Remedial Period. In the event the payment is accepted by the payment provider, Member will pay retroactively for the Remedial Period in order to continue with the Membership, otherwise the Membership will be terminated. After termination of the Remedial Period, Member will no longer have access to the website and digital services. Member Files will be taken down from the Digital Service Providers (“DSP”) within 30 days after termination. Member can at any time pay for the canceled Membership, during or after termination, and restart the Membership.
Member is responsible for all audio file(s) (“Tracks”), the information embedded in an audio file, (“Metadata”) and all text, content, song/lyric, graphic design, photographic materials used for covers and/or social media post (“Artwork”) submitted to Company; Tracks, Metadata and Artwork collectively known as Files (“Files”). Company reserve the right, in Company’s sole discretion, to remove the Files and prevent Member from using the Membership in any or all DSP find the Files unsuitable.
Member agrees and warrants that Member will not distribute, transmit or store any Files that may infringe copyrighted works. Member also agrees not to violate any third party’s intellectual property rights. Member acknowledges that Company may at any time remove Member Files, disable access to the Membership without notifying Member and withhold any royalties assignable to the Files that are an infringement of copyrighted work or violates third party rights.
Member will receive 100% of all royalty funds (“Royalties”) for Tracks with the exception of any third party aggregator fees as well as applicable taxes due from Member by law and any payment, currency exchange and banking fees charged by the payout method. Company is not liable or responsible as to the distribution of the Royalties to other rightsholders. The Member explicitly agrees that Royalties and other rightsholders distributions are entirely the Member’s responsibility and Member has obtained all applicable and relevant consents and rights from, but not limited to, any owners, artists, musicians, producers, other persons and companies involved in the production of the Files.
Each DSP has their own royalty reporting and funds distribution timeline which vary between 1 to 6 months. Company will credit Member with Royalties, monthly. Company will only credit the Member when the accumulated amount is greater than 10 (Ten) US Dollars. If the amount never exceeds 10 US Dollars, then Company will credit those funds on Termination of the Members Membership.
Company reserves the right to withhold a payout if the information is incorrect, has been compromised or if Company suspect that Member has uploaded infringing copyrighted works. Company reserves the right to retroactively amend the amount if a DSP reports the incorrect or wrong amount. Company assumes no liability regarding reports from DSP.
If Member believes that any content infringes intellectual property rights or other rights, then Member must notify Customer Support. If Company is notified by a copyright holder that any content infringes a copyright, Company may in its sole discretion take action without prior notification to the Member. If the Member believes that the content is not infringing, the Member may submit a request through Customer Support to restore the removed content.
Company will upload Member Files to the DSP. Member can set a date for the release of the Files but DSP solely determines the release date. Company does not assume the liability for the delivery and release dates/times of the DSP.
The Member grants the right for Company to use, sublicense or otherwise transfer the above rights to any and all DSP. The above does not constitute a transfer of ownership to any of the material Member has uploaded or submitted to Company.
Member may be eligible to receive a Membership refund if Company is in violation of terms of this Agreement. The refund will be paid out to the same method of payment used when paying for the Membership. Member is not entitled to a refund if Company terminates Member because of a breach to this Agreement. Company is no way liable or responsible for any third party failures. Company will, however, do it’s best to help fix the problem.
Member grants Company a non-exclusive, world-wide license right to distribute, publicly perform, exhibit, broadcast, transmit, make use of and if necessary to alter any/all Files, including playlist created by the Member under the Company name which Member has submitted to Company for the purpose of promotions & marketing and make Member Files available on the Internet and without limitation, on all DSP and any other similar digital media for sale by downloading, interactive and non-interactive streaming, cloud services and streaming-on-demand or now known or hereinafter devised.
Member grants Company the right to make use of Member Files. This Grant of Rights does not constitute a transfer of ownership.
Company logos, domain names, trade and service marks, trade and domain names, and any other features of the Company brand are the sole property of Company. The Company technology (design, operations, concepts, algorithms, website, sales, playlist and promotional content) are the property of the Company. This Agreement does not grant Member any rights to use any brand features and Company trademarks whether for commercial or non-commercial.
THE MEMBERSHIP IS PROVIDED “AS IS” AND “AS AVAILABLE”. COMPANY DOES NOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE OR MEMBERSHIP SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. MEMBER AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, MEMBER SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH COMPANY IS TO UNSUBSCRIBE FROM COMPANY MEMBERSHIP.
Member warrants that it will NOT sell, sublicense or lease, alter, transfer or modify any part of the Company Membership or services. Lend, provide or give Member password to any other person. Use any automated means including bots, scrapers, and spiders to collect information from Company and any of its services or introduce malware, spyware, cancelbots or other viruses and/or malicious codes, conduct in any systematic listening or infringe on Company or third party intellectual property rights.
Company in its sole discretion may remove Member Files, disable Membership without any notification and withhold any royalties if Member breaches any of the above.
Company may at its own discretion make changes to the Membership or Agreement. Company will provide Member with a notice by displaying a prominent notice within the website, by sending Member an email or electronic notification. In some cases, Company will notify Member in advance. Member’s continued use of the Membership after the changes have been made will constitute Member’s acceptance of the changes. Member is responsible for reading any and all such notice(s) carefully. Should Member not accept these changes, please cancel the Membership.
All sections of the Agreement remain in effect even after termination of the Agreement. Member will acknowledge having read, understood and accepted this Agreement and agrees to be bound by its terms.
Company will make reasonable efforts to keep the on/offline services operational. However, from time to time, technical difficulties or maintenance may result in temporary interruptions. Company reserves the right, to modify or discontinue, temporarily or permanently, functions and features of the Membership, with or without notice, all without liability to Company for any interruption, modification, or discontinuation of some Membership services or any function or feature thereof.
Company will always make a reasonable effort in ensuring that our Membership is available. Should the Membership be interrupted in any way, Company will make a reasonable effort to correct the interruptions without delay. Company will not liable for any errors, delays or interruptions that might occur.
You may contact support directly from Company website application. Company guarantees a response within 24 business hours. Company will make an effort to help Member find a solution to the problem as soon as reasonably possible.
If you have any questions concerning the Company or the Agreement, please contact our Customer Support link in Company website.
MEMBER AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, MEMBER’S SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE COMPANY SERVICE IS TO UNINSTALL ANY COMPANY SOFTWARE AND TO STOP USING THE COMPANY SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR COMPANY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL COMPANY, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY: (A) ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR LOSS OF BUSINESS; (B) INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (C) MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES WITH A MAXIMUM OF $1,000 US DOLLARS.
MEMBER ACCEPTS “AS IS” THE SERVICES AS DEFINED IN THE MEMBERSHIP. COMPANY PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF SOFTWARE AND/OR SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET MEMBER ‘S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
This Agreement will be binding upon and will inure to the benefit of the Parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.
Should any part of this Agreement be rendered or declared invalid or unenforceable the remainder of this Agreement shall remain in full force and effect. All sections of the Agreements shall survive termination and must remain in effect even after termination of the Agreement.
Captions and Fonts are included solely for convenience of reference and if there is any conflict between captions and/or fonts and the text of this Agreement, the text shall control.
Neither Party shall be liable for any loss, damage or penalty arising from delay due to causes beyond its reasonable control.
To the fullest extent permitted by applicable law, Member agrees to indemnify and hold Company harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of Member breach of this Agreement, any content submitted by Member to the Service, any activity in which Member engages on or through the Company service or platform and Member violation of any law or the rights of a third party.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by the international division of the American Arbitration Association (“AAA”), the International Centre for Dispute Resolution (“ICDR”), in accordance with its International Arbitration Rules. The hearing shall be conducted in Miami-Dade County, Miami Florida, unless both Parties consent to a different location. The decision of the arbitrator shall be final and binding upon all Parties.
The cost of the arbitration proceeding, any arbitration award, reasonable attorneys’ fees and costs, shall be borne by the unsuccessful party. This agreement to arbitrate shall be enforceable.
This Agreement sets forth the entire understanding between Parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters. Modification or amendment of this Agreement or any part of this Agreement may be made only by Company. This Agreement shall take precedence over any additional or conflicting terms of which may be contained in Parties orders or acknowledgment forms.