Terms of Use & Conditions

Introduction

Thank you for choosing Distrophonic Music LLC as your Digital Music Distributor!

These terms of use are entered into by and between you ("End User", "You", "Your") and Distrophonic Music LLC, a limited liability company, organized and existing under the laws of the United States ("Company", "We", or "Us"), with its principal place of business located in Denver, Colorado, USA. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern Your access to and use of the platform available at https://distrophonic.com and our distribution portal, including any content, functionality, and services offered on or through the platform (the "Platform"), whether as a guest or a registered user.

Acceptance of the Terms of Use

Please read the Terms of Use carefully before using the Platform. By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to You, You accept and agree to be bound and abide by these Terms of Use, including our Privacy Policy, Cookie Policy, Anti-Fraud Policy, GDPR Regulations, and any other document that We may post on the Platform from time to time. If You do not want to agree to these Terms of Use, You must not access or use the Platform.

This Platform is intended for individuals of legal age or with parental consent. If You are under the age of thirteen (13) years, You may not create an account and You must immediately exit the Platform. By using or registering with this Platform, You represent that You are of legal age to form a binding contract or have Your parent’s consent to do so (the parent will be the contracting party for minors 13 up to the age of majority). We continuously use our best efforts to avoid violating any applicable laws and regulations regarding minors, including compliance with the Children’s Online Privacy Protection Act (COPPA) and other similar laws.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when We post them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that You accept and agree to the changes. You are expected to check this page regularly to be aware of any changes, as they are binding on You.

Definitions

To facilitate the understanding of these Terms of Use, the following principal expressions will have these meanings:

• "Customer": refers to any individual that accesses or makes use of a Digital Music Service.
• "Cover Song Licensing": refers to cover song clearance services provided by Us or third-party mechanical licensing partners.
• "Digital Distribution": means the transferring by any means of data transmission or communication, through the internet, internet radio, kiosks, in-store listening posts, mobile, wireless, satellite and similar communication systems, whether now known or existing in the future, of the End User Content in multiple digital formats including but not limited to clips, permanent downloads, subscriptions, streams and timeout-downloads, ring-tones and ring-back tones and any other means.
• "Digital Music Service (DSP)": means any digital outlet, such as music download portals, music and video streaming services, mobile music platforms, digital (and terrestrial) radio stations, digital (and terrestrial) television networks, and mobile networks (i.e., Apple Music, iTunes, Spotify, Tidal, Amazon, etc.), that enables Customers to purchase and/or listen to End User Content.
• "End User": means You, an artist, songwriter, author, producer, agent (including royalty recipients), rights holder, or others who are authorized and entitled to exploit certain music (including the composition and the recording) and to use the Platform, the Platform API or portions thereof.
• "End User Content": means all intellectual property works (including without limitation musical works, recordings, video clips, ring-tones, real-tones, lyrics, logos, covers, and photos) as to which the End User has the necessary exploitation rights, including customary "Neighboring Rights".
• "Service": means the service provided by Us through the Platform, in order to make the End User Content available on Digital Music Services.

Accessing the Platform and Security

2.1 During the Duration and subject to Your compliance with these Terms of Use, You have the right to access the Platform and utilize the Service provided by Us through it.

2.2 The features of the Platform include but are not limited to: (a) Uploading End User Content for its availability on Digital Music Services; (b) Selecting channels, territories, and DSPs; (c) Rendering optional quality control, storage, and catalog maintenance services; (d) Paying corresponding fees; (e) Transmitting encoded audio assets to DSPs; (f) Managing updates and takedowns; (g) Assigning ISRC and UPC codes; (h) Accessing sales and usage analytics; (i) Requesting withdrawal of generated royalties; and (j) Managing neighboring rights administration. We reserve the right to withdraw or amend the Platform in our sole discretion without notice.

2.3 You undertake that You have all necessary rights with respect to End User Content to exploit it through the Platform and grant Us a worldwide exclusive right for those specific Digital Music Services on which You elect to distribute through our Service. You cannot distribute the identical recording to the same DSP through an alternative distributor simultaneously.

2.4 All information provided during registration must be correct, current, and complete. You must treat account credentials as confidential and must not share credentials with unauthorized third parties. We have the absolute right to disable any account identifier if, in our opinion, You have violated any provision of these Terms.

What You Can Do and What You Cannot Do

3.1 You shall use the Platform diligently and upload content whose rights belong to You or for which You possess written authorization. You must accurately indicate if your music contains "explicit" content (including sexual, violent, or discriminatory expressions).

3.2 You strictly undertake: (a) not to grant access to third parties without individual credentials; (b) not to reverse engineer or access the source code; (c) not to mirror, frame, scrape, or extract platform architecture; (d) not to upload content containing unauthorized third-party intellectual property or unlicensed samples; (e) not to resell, lease, or outsource the Service without prior written agreement.

3.3 Quicklink and Shortlink features must be used solely for the promotion of authorized End User music releases. Using redirection links for spam, affiliate schemes, harmful malware, adult content, or abusive sites will result in an immediate and permanent account ban.

3.4 You cannot upload content that violates domestic or international copyright law, trademark law, or rights of publicity. We reserve the right to audit releases, request contracts/certificates, and remove unverified assets at our sole discretion.

Duration and Termination

5.1 The initial duration of our contractual relationship is undetermined, commencing upon registration and acceptance of these Terms. Either party may terminate the relationship with thirty (30) days written notice. Prior to termination, You must issue takedowns for all releases via the Platform. Outstanding balances must be settled within five (5) business days.

5.2 We reserve the right to immediately terminate the relationship and cease Service if: (a) You face liquidation/insolvency; (b) You infringe Intellectual Property Rights; (c) You accumulate three (3) strikes or fail to provide copyright proof; (d) You commit fraudulent activities; or (e) You fail to remedy any breach within forty-eight (48) hours of written notice.

Intellectual Property Rights

6.1 The Platform architecture, UI, algorithms, and brand assets are owned exclusively by Distrophonic Music LLC and protected by United States and international intellectual property laws.

6.2 When uploading End User Content, You recognize and warrant: (a) We are authorized to deliver the content globally to selected DSPs during the term; (b) You own or control 100% of the rights; (c) The content does not infringe any third-party rights; and (d) Where applicable, We are authorized to represent synchronization opportunities.

Privacy

Our data protection practices are set forth in our Privacy Policy and Cookie Policy, accessible on the Platform. By accepting these Terms of Use, You acknowledge and consent to our processing of personal data in full compliance with applicable GDPR and US privacy statutes.

Warranty & Limitation of Liability

9.1 The Service is provided on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind. We disclaim all implied warranties including merchantability, quality, and fitness for a particular purpose.

9.2 Indemnification: You agree to defend, indemnify, and hold harmless Distrophonic Music LLC, its parent entities, officers, directors, and partners from any claims, damages, liabilities, or legal fees arising from your violation of these Terms or infringement claims relating to End User Content.

9.3 Our total liability in connection with the Service shall be limited strictly to the fees paid by You to Us during the twelve (12) months preceding the claim.

Priority Accounts

We may offer designated Priority Accounts with customized rollout cycles. Priority terms operate on rolling calendar periods ending December 31. Priority users grant Distrophonic Music LLC a right of first refusal for subsequent releases during the active term unless written third-party release clearance is formally issued.

Miscellaneous & Corporate Notices

11.1 Severability & Assignment: We may assign these Terms freely. If any provision is found unenforceable, remaining clauses remain fully enforceable.

11.7 Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Colorado. Any dispute, claim, or controversy shall be finally settled by binding arbitration in accordance with WIPO Arbitration Rules. The place of arbitration shall be Denver, Colorado or New York, NY, USA.