Distrosub - Terms of Use

1. Definitions

• Account means an account you create to access the Service as a User or an Artist.
• Artist means any individual or entity that registers to upload Content to the Service for streaming by Users.
• Content includes, without limitation, any videos, audio, written comments, information, data, text, photographs, software, scripts, graphics, and any other materials provided or otherwise made accessible through the Service.
• Party / Parties refer individually to you or Distrosub, and jointly to both.
• Platform Fee means the percentage of Subscription payments retained by Distrosub to cover platform costs.
• Pubulishing Royaltiesmeans any performance royalties, mechanical royalties, or other payments due to songwriters, composers, publishers, or their appointed Collection Societies in connection with the communication, reproduction, or distribution of musical works.
• Service means the provision of the online music streaming platform and related services as provided by Distrosub from time to time.
• Subscription means a paid plan under which a User may access and stream Content on the Service.
• Terms means these terms and conditions of use.
• User means any individual or entity that registers to stream Content via the Service.

2. Acceptance

• By creating an Account, accessing, or using the Service, you confirm you have read, understood, and agreed to these Terms and our Privacy Policy.
• If you are creating or operating an Account on behalf of a company, entity or organisation (including but not limited to a band, musical group, management or recording label) (Artist Entity), you represent and warrant that you:
  • are an authorised representative of the Artist Entity and any recording Artists represented by the Artist Entity (a Represented Artist), with the authority to bind the Artist Entity or Represented Artist to these Terms; and
  • agree to be bound by these Terms on behalf of the Artist Entity or Represented Artist.
• Our Service is not intended for use by minors, being children under 16 years old. You represent and warrant that:
  • if you are between 16-18 years old, your parent or guardian agrees to enter into these Terms as a binding contract on your behalf; or
  • you are above 18 years old and of legal age in the jurisdiction from which you are accessing our Services to form a binding contract.
• We reserve the right, in our sole discretion, to modify, amend or replace these terms from time to time by posting an update to our website or Service. Your continued use of the Platform subsequent to a variation taking place will constitute an automatic acceptance of any alteration, withdrawal or amendment made by us.
• Some services available through the Distrosub Service may be subject to additional terms and conditions issued by us from time to time. Your use of those services is subject to those additional terms, which form part of and are incorporated into these Terms. If there is any inconsistency between these Terms and the additional terms applying to a specific service, the additional terms will prevail to the extent of the inconsistency for that service.

3. Acceptable use and conduct

• You agree that you will not:
  • use the Service for unlawful activities or to violate any law, regulation, or third-party right;
  • reverse engineer, decompile, or disassemble any portion of the Service;
  • circumvent technical restrictions or protections;
  • use any automated processes or means to access the Service;
  • transmit viruses, malware, or other harmful code; or
  • interfere with the operation or security of the Service.
  • attempt to cause stress or detriment to the proper working of the Service, such as by acting in any way likely to cause an unreasonable strain to the infrastructure of the Service.
• Our Service (including, without limitation, any Content) is provided only for your own personal, non-commercial use, except with respect to individual recording artists, collections of recording artists, Artist Entities or Represented Artists (each, an Artist) selling Content (each as defined below) through the Service.

4. Account

If you choose to create an Account with us, you agree to:

• Not register for more than one account, create an account for another person, or use a false or misleading identity on the Service;
• Not transfer, sell, or provide access to your account to any other person.
• Keep your user ID, password, personal details, and any other account-related confidential information secure;
• Notify us immediately if you become aware of, or suspect, any unauthorised access to or use of your account, or any breach of security, including loss, theft, or unauthorised disclosure of your password;
• Accept responsibility for all purchases and charges made through your account, including any unauthorised use before you notify us;
• Take reasonable steps to prevent further unauthorised use, such as changing your password, reporting to the police (if applicable), and contacting your payment provider;
• Keep all personal information in your account accurate and up to date, including your email address, residential and postal address, date of birth, and any other details we require when you register.

5. Fees and payments

5.1 Subscriptions

• If you subscribe to an artist, it will automatically renew at the end of each subscription period unless you cancel before the current period ends. Cancellations take effect the day after your current subscription period finishes.
• Subscriptions are facilitated by Distrosub and our third-party payment processors.
• We cannot guarantee that purchased content will always be available. For example, if we receive a valid copyright infringement notice from a rights holder or their agent, we may be legally required to remove that content from the Service.
• You acknowledge that Distrosub is a platform used by Artists to present their Content. All Content is created from files supplied by the relevant Artist, who is solely responsible for the accuracy, quality, and availability of those files.

5.2 Artist payments

• As an Artist, you set the applicable subscription level for each of the Content provided through the Service and may change them at any time through your account.
• To receive payouts from subscribers of your Artist account (Subscription Fees), you will need to open an account with our designated third-party payment processor (currently Stripe), and you agree to be bound by the terms and conditions of the third-party payment processor for the purposes of receiving payouts.
• By monetising your content through the Service, you:
  • Appoint us as your agent solely for the purpose of processing transactions on your behalf; and
  • Authorise us and/or our designated payment processor to collect payments for those transactions.
• Distrosub is entitled to a share of your gross revenue from Subscription Fees (the Revenue Share), as outlined athttps://distrosub.com/pricing. You are responsible for all payment processor fees (except fees charged to our accounts), credit card transaction fees, credit card returns, and disputed payments, unless otherwise stated in this Agreement.
• Subscription fees will be sent to you minus:
  • the applicable Revenue Share (Platform Fee);
  • any applicable Collection Society Share (see Section 6.4), if Distrosub has entered into licensing agreements with one or more Collection Societies; and
  • any other applicable fees, which will be deducted at the time of payment.

Transparency of Deductions -

• Where Collection Society deductions apply, each deduction will be visible as a separate line item in the Artist’s transaction history, payout summary, and/or dashboard. Distrosub will provide Artists with clear reporting showing gross revenue, Platform Fee, Collection Society share (if any), and net Artist earnings for each payment period.
• In some jurisdictions, we may be required to collect, report, or withhold taxes from your payouts. We will report required information to you and the relevant tax authority and remit any withheld amounts as required by law. You must provide any information we need to meet these tax reporting and withholding obligations.

6. Intellectual Property Rights

6.1 Artists

Ownership of Music

The Service allows artists to upload digital content they own or control, including:

• Sound Recordings (audio recordings);
• Music Videos (video works with sound recordings);
• Compositions within the recordings and videos (Musical Works, and collectively with Sound Recordings and Music Videos, the Artist’s Music); and
• Associated materials such as lyrics, musical notation, album artwork, photographs, graphics, and descriptive text (Artworks).

We do not claim ownership of your music or artworks. However, to operate the Service, you grant us and our authorised sublicensees a worldwide, non-exclusive, royalty-free licence to:

• reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, synchronize and otherwise exploit (collectively, Exploit) the Artist’s Music to perform the Service on the Artist’s behalf;
• Store, transcode, and reproduce your music and artworks on servers owned and/or operated by or on behalf of Distrosub;
• Allow users to access, perform, display, and reproduce your music and artworks on their own devices for non-commercial purposes;
• Exploit all Artworks in connection with the Service; and
• Reproduce, use and publish your account name, trademarks, likeness, and biographical details in connection with the Service and its marketing.

Use of Trademarks

You grant us a licence to use, reproduce, and display your trademarks, service marks, logos, and similar rights solely in connection with the Service or its marketing, promotion, and advertising.

Your Representations and Warranties

By uploading any Music or Artworks, you represent and warrant that, and can demonstrate to our full satisfaction upon request that:

• You own or control all rights in the Content, or the Content is public domain or directly licensed to you with rights sufficient to grant the licences in these Terms;
• You have full authority to act for all owners of any rights in the Music or Artworks;
• You have permission to use the name, likeness, and personal information of any identifiable person featured in the Content;
• Your Content and its use under these Terms will not infringe the rights of any third parties;
• You are authorized to grant all of the aforementioned rights to the Music and/or Artworks to Distrosub and all users of the Service;
• No fees are owed to any third party (including unions, guilds, session musicians, engineers, or producers) for the authorised use of your Music.
• If you are a songwriter (in whole or part), you represent and warrant that you have the right to grant us a royalty-free licence for public performance and communication of your works, regardless of any agreements with Performing Rights Organisations (PRO’s) or publishers, and you are responsible for notifying them of this licence;

Restrictions on Uploading

If any agreement you have with a third party (including PROs, publishers, unions, or guilds) prevents you from granting these rights or making these warranties, you must not upload the affected Content. You will be responsible for indemnifying and holding us harmless from any claims, costs, or damages arising from the exploitation of your Content on the Service, including legal fees.

6.2 User Submissions

By posting, sharing or submitting any content, for example comments, playlists, etc. (User Submissions) through the Service:

• You understand that submitting User Submissions will make them public and that your User ID may appear alongside your submissions;
• You grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable licence to use, edit, modify, reproduce, distribute, create derivative works from, publicly display, communicate to the public, synchronise, and otherwise exploit your User Submissions in connection with the Service, and our business (including promotion and redistribution in any media now known or developed in the future); and
• You grant each user of the Service a non-exclusive licence to access your User Submissions and to use, edit, modify, reproduce (on devices they own or control), distribute, create derivative works from, display, and perform your User Submissions solely for personal, non-commercial purposes.

You represent and warrant that:

• You own or control all rights in your User Submissions, or the content is public domain or directly licensed to you with rights sufficient to grant these licences;
• You have authority to act for all rights holders and to grant the rights set out above;
• You have permission to use the name, likeness, and personal information of any identifiable individual featured;
• The use of your User Submissions as permitted in these Terms will not infringe any third-party rights, including copyright, contract, privacy, publicity, or other proprietary rights.

We may delete, edit, reformat, excerpt, translate, or otherwise modify any User Submissions at our discretion.

You are solely responsible for all content you submit or transmit through the Site. We are not liable for any errors or omissions in your User Submissions and cannot guarantee the identity of other users you interact with.

6.3 Distrosub Branding

Distrosub and all content made available through it are the property of Distrosub or its licensors. All trademarks, service marks, trade names, logos, domain names, and other brand features of Distrosub (“Distrosub Branding”) are the sole property of Distrosub or its licensors.

Nothing in these Terms grants you any rights to use the Distrosub Branding for any purpose, whether commercial or non-commercial, without our prior written permission.

6.4 Publishing Rights and Collection Society Obligations

(a) Artist Responsibility for Publishing Rights

Artists are solely responsible for all obligations arising from their membership of, or affiliation with, any Collection Society. This includes, without limitation:

• Ensuring that their Collection Society membership permits them to upload and make available their Content on the Service, or that they have obtained a valid licence-back, opt-out, or equivalent authorisation from the relevant Collection Society for such use;
• Registering their works with the relevant Collection Society and ensuring all metadata (including songwriter credits, ISWC codes, and publisher information) is accurate and complete; and
• Complying with any reporting, notification, or other requirements imposed by their Collection Society in connection with their use of the Service.

(c) Non-Member Artists

Artists who are not members of any Collection Society confirm that no Collection Society administers rights in their Content, and that they are solely entitled to receive all revenue generated by their Content on the Service, subject to any agreements they may have with co-writers, producers, or other collaborators.

(d) Future Collection Society Deductions

Distrosub may, at its discretion and upon reasonable notice to Artists, enter into licensing agreements with one or more Collection Societies. If Distrosub enters into such agreements:

• Distrosub may deduct a Collection Society share from the Artist’s revenue (i.e., from the Artist’s share after the Platform Fee) and remit such amounts directly to the relevant Collection Society on the Artist’s behalf;
• Any such deductions will be clearly itemised in the Artist’s transaction history, payout summary, and/or dashboard;
• Distrosub will provide Artists with at least 30 days’ written notice before implementing any new Collection Society deduction, including details of the applicable rate and the Collection Society involved; and
• The introduction of Collection Society deductions will not reduce Distrosub’s Platform Fee — any such deductions come from the Artist’s share of revenue and represent the Artist’s existing legal obligation to their Collection Society, which Distrosub is facilitating on their behalf.

(e) No Liability for Collection Society Obligations

Until such time as Distrosub enters into direct licensing agreements with Collection Societies, Distrosub has no obligation to obtain licences from, negotiate with, or make payments to any Collection Society on behalf of any Artist. Artists who are Collection Society members acknowledge that they bear sole responsibility for ensuring compliance with their Collection Society obligations in respect of Content made available on the Service.

(f) Indemnity for Publishing Rights Claims

Artists shall indemnify, defend, and hold harmless Distrosub from and against any claims, demands, losses, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:

• Any claim by a Collection Society for unpaid royalties, licence fees, or other amounts in connection with the Artist’s Content on the Service;
• Any claim by a co-writer, publisher, or other rights holder for unpaid publishing royalties or shares; or
• Any misrepresentation by the Artist regarding their Collection Society membership status, rights ownership, or authorisation to make Content available on the Service.

6.5 AI Training Restriction

Distrosub will not use, and will not permit others to use, any Artist’s Music or Artworks to train machine learning models, artificial intelligence systems, or similar technologies that generate sound recordings, musical works, lyrics, or audiovisual works, without the express written permission of the relevant Artist.

6.6 Cover Songs and Samples

Artists must not upload cover songs, remixes, or Content containing samples of third-party works unless they have obtained all necessary licences, clearances, and permissions from the relevant rights holders (including publishers, labels, and Collection Societies). This applies regardless of whether the Content is being sold or given away. Artists are solely responsible for obtaining and paying for any such licences, and for indemnifying Distrosub against any claims arising from the use of unlicensed third-party material.

7. Right to Suspend or Remove Content

• Distrosub operates as a hosting service provider and does not pre-screen Content.
• We may, however, in our sole discretion immediately:
  • Suspend or remove any Content;
  • Restrict or block access to our Site or Services;
  • Remove or correct inaccurate listings; or
  • Take any other action we consider necessary.
• These actions may be taken for reasons including (but not limited to) technical issues, objectionable material, inaccurate information, breaches of our procedures or guidelines, or any other reason we determine appropriate.
• We comply with applicable takedown laws (including the U.S. DMCA and equivalents in other countries). If you believe any Content hosted on the Service infringes your rights, please send a notice to hello@distrosub.com.
• We may remove or disable Content at any time, without notice, if we believe it infringes rights or breaches these Terms, without any liability to you.

8. Data Protection and Privacy

Protecting your data security and privacy is important to us. Please review our privacy policy (https://distrosub.com/privacy-policy) for details of how we collect, use, and disclose personal data that you share with us through our Service.

9. Third Party Websites

• The Service may include links to third-party websites or resources, and third parties may link to our Site. You access these websites and resources at your own risk.
• We do not control and are not responsible for the content, functionality, accuracy, legality, or appropriateness of any third-party websites or resources. The inclusion of a link does not mean we endorse the site or have any relationship with its operator.
• We are not liable, directly or indirectly, for any loss or damage caused, or claimed to be caused, by your use of, or reliance on, any content, goods, or services available through any third-party website or resource.

10. Service changes

• The Service may occasionally be unavailable due to technical issues, maintenance, testing, or updates, including updates required to comply with changes in laws or regulatory requirements.
• We reserve the right, in our sole discretion, to modify, permanently or temporarily disable or discontinue any part of the Service (including any information or content appearing on the Service) at any time without liability or further notice to you.
• We are continually improving and evolving the Service, and may modify, suspend, or discontinue all or part of it (including specific functions, features, subscription plans, or promotional offers) on a temporary or permanent basis.
• We are not obliged to provide any specific content through the Service. Distrosub or the relevant rights holders may remove particular tracks, videos, or other content at any time without notice.

11. Exclusion of Warranties

• The Service is provided on an “as is” and “as available” basis, without any warranties of any kind, whether express or implied. This includes (but is not limited to) implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, and any warranties that may arise from course of dealing or trade usage — all of which are expressly disclaimed.
• Distrosub and its directors, employees, agents, suppliers, partners, and content providers do not guarantee that:
  • The Service will be secure or available at any specific time or location;
  • Any defects or errors will be corrected;
  • Any content or software available through the Service will be free of viruses or other harmful components; or
  • The results of using the Service will meet your expectations or requirements.
• You acknowledge that your use of the Service is entirely at your own risk.
• Some jurisdictions do not allow the exclusion of certain warranties, or limitations on statutory rights of a consumer. In such cases, the exclusions and limitations in this section may not apply to you, and nothing in these Terms will affect your statutory rights, including rights under the Australian Consumer Law.

12. Violation of Terms

• If you violate these Terms in any way, we may in our sole discretion and without notice to you:
  • take any legal action we have available against you;
  • terminate your account;
  • block your use of the Platform;
  • restrict your ability to make future accounts; and
  • disclose information about you and your use of the Platform for investigation by any enforcement body for your unlawful activity.
• You agree that monetary damages may not be sufficient where your actions cause damage to us, whether by tarnishing our goodwill, causing a loss to sales or increasing its expenses and in such a case irrevocably consent to us obtaining injunctive or other equitable relief against you as a consequence of your violation.
• Where your violation of these Terms or any of our Policies causes damage, loss or expense to us, you agree to provide an indemnity in respect of such damage, loss or expense in accordance with clause 15.
• If we are required to terminate your account, block your use of the Site or restrict your ability to make orders through the Site as contemplated in clause 11(a), you hereby release and hold us harmless from all damage, loss, expense, cost or liability that you may suffer as a result.

13. Termination

• You may terminate these Terms at any time, in which case you may not continue accessing or using the Service. To terminate your account, follow the instructions on our website or app. Any fees paid until the date of termination are non-refundable, except as provided in these Terms.
• Upon termination by you:
  • Any Content you have uploaded may remain on the Service where it has been used by us or other users in accordance with licences you granted before termination. These licences will continue to apply to such Content;
  • If you are an Artist, we will take reasonable steps to remove your content from the Service following termination. However, removal may not be immediate due to technical processes such as server updates or content caching; and
  • You remain responsible for any obligations, liabilities, or amounts owed that arose before termination.
• All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. Indemnity

You will at all times indemnify and keep us indemnified along with our respective officers, employees and agents from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of those indemnified arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified where such loss or liability arose out of, in connection with, or in respect of:

• your use of the Service;
• our use of any Content or materials that your provided to use, relating to the infringement of any intellectual property rights in such content or materials; or
• any breach of these Terms by you.

15. Liability

• To the maximum extent permitted by law, Distrosub and its directors, employees, agents, suppliers, partners, and content providers will not be liable for:
  • Any indirect, incidental, special, consequential, or punitive damages; or
  • Any loss of profits, revenue, data, goodwill, or other intangible losses,
  arising out of or in connection with your access to, use of, or inability to use the Service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not Distrosub has been advised of the possibility of such damages.
• Where liability cannot be excluded under the Australian Consumer Law or other applicable law, and it is lawful to do so, our liability will be limited to, at our discretion, the resupply of the services or the payment of the cost of having the services resupplied.
• Nothing in these Terms is intended to exclude or limit any statutory rights you have that cannot be lawfully excluded or limited, including your rights under the Australian Consumer Law.

16. Disputes

• These Terms are governed by and must be construed in accordance with the laws of the State of Queensland, Australia.
• If a dispute arises out of or in connection with these Terms, the parties must first attempt to resolve it through good faith negotiations. If the dispute is not resolved within 30 days, either party may refer it to mediation in Brisbane, Queensland, administered by the Australian Disputes Centre (ADC) in accordance with its then-current Guidelines for Commercial Mediation.
• If the dispute is not resolved within 30 days after the commencement of mediation (or such longer period agreed in writing), the dispute must be referred to arbitration in Brisbane, Queensland, in accordance with the Resolution Institute Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator with substantial experience in resolving commercial contract and intellectual property disputes.
• The prevailing party in any arbitration or court proceedings (including applications for interim or equitable relief) will be entitled to recover its reasonable legal costs and expenses, including expert witness fees.
• Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction in Australia.
• Use of the Service is not authorised in any jurisdiction that does not give effect to all provisions of these Terms, including this section.

17. Miscellaneous

• Entire Agreement – These Terms are the entire agreement between you and Distrosub regarding the Service, and replace all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Distrosub relating to the same subject matter.
• Severability – If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• No Waiver – A failure or delay by either party to exercise any right under these Terms will not operate as a waiver of that right, nor will a single or partial exercise prevent further exercise of that right or any other right.
• Force Majeure – Distrosub will not be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including (but not limited to) mechanical, electronic, or communications failures or degradation.
• Assignment – These Terms are personal to you and may not be assigned, transferred, or sublicensed without our prior written consent. We may assign, transfer, or delegate any of our rights and obligations under these Terms without your consent.
• Relationship of the Parties –These Terms do not create any agency, partnership, joint venture, or employment relationship between you and Distrosub, and neither party has authority to bind the other in any way.
• Legal Costs – In any legal action or proceeding to enforce these Terms, the prevailing party will be entitled to recover its reasonable costs and legal fees.
• Notices – All notices must be in writing and will be considered delivered: when received, if personally delivered or sent by certified or registered mail; when receipt is electronically confirmed, if sent by email; or the next business day, if sent by recognised overnight delivery service.
• Headings - Section headings are for convenience only and will not affect the interpretation of these Terms.