Terms of Service

These Terms of Service (the "Terms") form a binding agreement between you and Be Musix LLC, a limited liability company organised under the laws of the State of New Mexico, United States, of 1209 Mountain Road Pl NE STE R, Albuquerque, NM 87110, trading as Distovia ("we", "us"), governing your access to and use of the Distovia platform, applications and services (together, the "Service"). By creating an account, submitting a release, or otherwise using the Service, you accept these Terms. If you do not accept them, do not use the Service.

1. Eligibility and capacity

   1. You must be at least 18 years old, or the age of majority where you live, and legally able to enter into a binding contract. If you are younger, a parent or legal guardian must hold the account and accepts these Terms on your behalf and with you.
   2. If you accept these Terms on behalf of a company, label, partnership or other organisation, you represent that you are authorised to bind it, and "you" means that organisation.
   3. You may not use the Service if you are subject to sanctions that would make it unlawful for us to provide it to you, or to pay you.

2. Definitions

   Content

   Recordings, musical works, videos, artwork, lyrics, credits, metadata and anything else you submit to the Service.

   Store

   A streaming service, download shop, social platform, user-generated-content platform or other third party to which we deliver Content, as listed on our pricing page.

   Streaming Store

   A Store from which revenue arises from plays or purchases of your own release.

   Social/UGC Platform

   A Store from which revenue arises predominantly from rights-management claims against recordings used in content uploaded by others.

   Plan

   The subscription tier applying to your account, as published on our pricing page.

   Net Revenue

   Amounts actually received by us from a Store and attributed to your Content, after that Store's own deductions and after the revenue share set out in clause 12.

3. Your account

   1. You are responsible for all activity under your credentials. You must keep them confidential, and you must notify us without delay if you believe your account has been accessed by anyone else.
   2. We provide two-factor authentication, single-use recovery codes and alerts on unrecognised sign-ins. Where your account holds a balance, we strongly recommend enabling two-factor authentication. Failure to do so does not transfer your responsibility under clause 3.1 to us.
   3. You may invite team members, whose access is limited to the permissions you grant. Acts and omissions of a team member are treated as your own for the purposes of these Terms, and are recorded in your account's activity log.
   4. One account is for one person or one organisation. Creating multiple accounts to evade a limit, a fee or a suspension is a material breach.

4. Ownership of your Content

   1. Nothing in these Terms transfers ownership of your Content. You retain all right, title and interest in your recordings, your compositions and your artwork, including all copyright.
   2. We are a distributor, not a label and not a publisher. We do not acquire any share of your copyright, and we do not claim any interest in your compositions.
   3. These Terms are non-exclusive. You may distribute Content elsewhere, subject to clause 6.4.

5. Licence you grant us

   1. You grant us a non-exclusive, worldwide, royalty-free licence, for the term of this agreement, to reproduce, encode, transcode, format, transmit and deliver your Content to Stores you select, and to permit those Stores to reproduce, stream, sell and make it available to the public in accordance with their own terms.
   2. The licence extends to your artwork, artist name, likeness and biographical material to the extent needed to promote and identify releases, including on the smart links, pre-save pages and public artist pages the Service generates.
   3. It further extends to generating, from Content you have already supplied, the derived assets the Service offers — including art tracks, lyric videos, promotional images and audio previews — and delivering those as part of the release.
   4. The licence is limited to what is necessary to operate the Service. It ends when the corresponding Content is taken down, save that Stores and third parties may require a reasonable period to complete removal, and copies retained in backups expire on their ordinary cycle.

6. Your representations and warranties

   1. You represent and warrant, on each submission, that you own or control all rights necessary to grant the licence in clause 5, including the rights in the recording, the underlying composition, the artwork, any samples, any interpolations and any featured performances.
   2. You represent and warrant that your Content does not infringe any third party's rights, is not unlawful, and does not contain anything you are not entitled to distribute.
   3. Where any part of a recording, artwork or vocal was generated by artificial intelligence, or reproduces the voice or likeness of a person, you must disclose it. Stores require this and remove undisclosed material. Distributing an undisclosed AI-generated release through the Service is a material breach.
   4. You must not deliver the same recording through more than one distributor at the same time. Duplicate deliveries split your plays across entries, and Stores treat them as spam.
   5. Metadata must be accurate. Artist names, featured-artist credits, versions, genres and release dates must not be used to attach a release to a profile that is not yours, or otherwise to influence a Store's systems. Impersonating another artist is a material breach and will be reported to the Store.
   6. Cover versions require a mechanical licence for the composition in each territory of release. We do not grant, obtain or verify that licence, and distribution through the Service is not a substitute for it.

7. Review, delivery and what we do not promise

   1. Releases are reviewed before delivery against the technical and metadata requirements Stores enforce. We may decline to deliver Content, or require changes, and we will tell you the reason.
   2. We do not control Stores. We do not warrant that any Store will accept a release, that it will go live on any particular date, that it will remain available, or that it will be included in any playlist, chart or editorial feature. Those decisions belong to the Stores alone.
   3. Delivery is ordinarily made within a few days of approval, and each Store publishes on its own schedule. Release dates are targets, not guarantees.
   4. Stores may remove or refuse Content under their own terms. Where we are told why, we pass that on.

8. Identifiers

   1. Where you do not supply one, we assign an ISRC to each recording and a UPC to each release. Identifiers we assign remain valid for the release for which they were issued and stay with the recording if you leave.
   2. You must not reuse an identifier issued for one recording on a different recording. Doing so corrupts reporting across the entire chain and may result in revenue being paid to the wrong party.

9. VEVO channels

   1. VEVO channels are applied for through a distributor. We prepare and submit the application; the decision to grant, refuse, suspend or close a channel is VEVO's alone. We do not warrant that any application will be approved, and no timeframe is promised.
   2. A channel and its content remain subject to VEVO's and YouTube's own rules after approval, including their naming and content policies. Changes to an approved channel's profile are submitted for review before they take effect.
   3. The number of channels included with your account, and the fee for additional channels, are published on our pricing page. Fees paid for a submitted application are not refundable on refusal, because the work of preparing and submitting it has been performed.

10. Plans, billing and renewal

    1. Plan prices, inclusions and limits are published on our pricing page and read live from the Service, so that page is the operative statement of them at any time.
    2. Subscriptions renew automatically for successive periods until cancelled. Subscriptions purchased inside our Android application are billed by Google Play under its terms; all other subscriptions and every one-off fee are billed by us directly.
    3. Upgrades take effect immediately and are charged pro rata for the remainder of the current period. Downgrades take effect at the end of the period already paid for. In each case the exact amount is shown to you before you confirm.
    4. If a renewal payment fails, your Plan continues for a short grace period rather than being withdrawn immediately, so that a routine card failure does not cost you features mid-release. If it is not resolved within that period the account moves to the free tier.
    5. You may cancel at any time. Cancellation takes effect at the end of the period already paid for; the account then moves to the free tier. Cancelling a Plan is not a takedown — releases already live remain live, and the free tier's limits apply only to what you release afterwards.
    6. Except where required by law, or where Google Play's own policies apply to a purchase made through it, fees already paid are not refundable.

11. One-off fees

    1. Two one-off fees are charged: a takedown fee, and a fee for VEVO channels beyond those included. Their current amounts are published on our pricing page and are shown to you before you confirm. No other per-item fee is charged.
    2. A fee is taken from your balance where the balance covers it, and by card otherwise. A fee taken from your balance is itemised on your statement, and the amount taken and the amount remaining are shown to you at the time.
    3. Certain Plans waive these fees. Where a fee is waived or included, you are told so rather than charged.

12. Royalties and revenue share

    1. Streaming Stores: we take no commission. 100% of what the Store reports as attributable to your Content is credited to you.
    2. Social/UGC Platforms: the published share of what the platform reports is credited to you, and the remainder is retained by us for administering the rights-management claims through which that revenue arises. The share in effect at the date of these Terms is 80%; the current share, and the list of which platforms it applies to, are published on our pricing page and read from the same records used to calculate your royalties.
    3. The revenue share is applied before royalty splits. Where you have shared royalties with a collaborator, both your share and theirs are calculated on the amount that reached your account, so that all parties share what actually arrived.
    4. A Store not classified as a Social/UGC Platform is treated as paying through in full.
    5. Stores report on their own schedules, commonly 45 to 90 days after the end of the month in which the activity occurred. We credit revenue when it is reported to us, and we cannot credit what has not been reported.
    6. Where a Store restates or reverses a previously reported figure, the difference is applied as a correction against your current balance and identified with the period it relates to. Statements already issued are not rewritten.

13. Royalty splits

    1. You may allocate a percentage of a release's royalties to a collaborator. Their share is withheld from the first payment onwards, including before they have created an account.
    2. You are responsible for the accuracy of a split. We act on your instruction and are not the arbiter of any dispute between you and a collaborator, although we will hold a disputed share rather than pay it to either party while the dispute is live.
    3. Splits apply to sums received after they are set. They are not applied retrospectively to revenue already credited.

14. Statements, tax and withholding

    1. A statement is produced for each month in which there is activity, itemised by Store, by territory and by release, and showing for each Store what was reported and what was credited to you.
    2. You are responsible for your own tax position and for the accuracy of the tax information you provide. Where we are required to withhold tax, the amount withheld is shown on your statement.
    3. You must tell us if your country of residence for tax purposes changes.

15. Payouts

    1. You may request payment of your available balance to a verified bank account, mobile wallet or supported payment provider. Payouts are made in the currency stated at the time of the request; any conversion is performed by your provider at its own rate.
    2. We may verify your identity and your payout destination before paying, and a change of payout destination takes effect only after a delay. Both exist to stop an account that has been taken over being drained.
    3. We may hold a payout where there is a credible indication of fraud, of infringement, of artificial streaming, or of a chargeback or reversal affecting the underlying revenue. Where we do, we will tell you what is being examined.
    4. Where a Store reverses revenue already paid to you, the reversal is applied against your balance. If the balance is insufficient, the amount remains owing and is recovered against future revenue.

16. Advances

    1. Where an advance is offered and accepted, it is repaid out of future royalties at the recoupment rate stated in the offer, which is deliberately less than the whole of each credit.
    2. An advance is recoupable, not a loan repayable on demand: if royalties never reach the advanced amount, we do not pursue you for the difference, unless the advance was obtained by misrepresentation or the underlying revenue was generated artificially.
    3. Recoupment is itemised on your statements.

17. Takedowns

    1. You may request a takedown at any time. A takedown is a delivery in its own right and is charged as set out in clause 11.
    2. A takedown may be cancelled by you for a short period after it is requested, published on our pricing page and shown to you at the time. Once that period has passed, the removal cannot be reversed: Store listings, links and accumulated play counts do not return if the release is later re-delivered.
    3. Stores act on their own schedules. We cannot guarantee when a release will disappear from a given Store.
    4. We may take Content down ourselves where we are required to, where it breaches clause 6, or where a Store requires it. We will tell you why, and you may respond.

18. Infringement claims

    1. If you believe Content distributed through the Service infringes your rights, write to support@distovia.com identifying the work, the release complained of, your contact details, and a statement that you hold the rights and are acting in good faith.
    2. We may remove or suspend Content on receipt of a credible claim, and we will notify the account holder.
    3. The account holder may respond with a counter-statement. Where a claim is disputed in good faith by both sides, we may hold the revenue attributable to the Content until the dispute is resolved between the parties or by a court.
    4. Accounts that repeatedly infringe are terminated.

19. Prohibited use

    1. You must not: generate or purchase artificial plays, or use any service that does; upload Content you do not have the rights to; impersonate another artist or rights holder; attempt to gain unauthorised access to the Service or to another account; interfere with or overload the Service; scrape or harvest it by automated means; or use it to distribute unlawful material.
    2. Artificial streaming is treated seriously because Stores reverse the revenue and penalise the recording. We will withhold affected revenue, may remove the release, and may terminate the account.
    3. Abuse or threats directed at our staff will end the relationship.

20. Suspension and termination

    1. You may stop using the Service at any time, and may close your account as set out in clause 21.
    2. We may suspend or terminate an account for material breach of these Terms, including clauses 6 and 19, or where we are legally required to.
    3. Where we suspend or terminate, we will tell you the reason unless prevented by law. Royalties properly earned before termination remain payable to you, less any amount you owe us.
    4. On termination, the licence in clause 5 ends and live releases are withdrawn from Stores.

21. Export, deletion and survival

    1. You may export your catalogue and its metadata at any time, and you may request deletion of your account from a browser, without the application and without signing in. See Delete your account.
    2. Live releases are withdrawn and any balance owing to you is paid before an account is closed. We do not close an account in order to avoid paying it.
    3. Records we are required to retain — payment and tax records, royalty reports, signed agreements, and records of fraud — are kept for as long as the law or the reporting chain requires, and are described in our Privacy Policy.
    4. Clauses 4, 6, 12 to 16, 18, 21, 22, 24 to 26, 28 and 29 survive termination.

22. Electronic signatures, records and notices

    1. You consent to transacting electronically. Agreements presented through the Service are signed electronically, by a distinct affirmative act, with the signatory's control of the email address proven by a single-use code and the document hashed at the point of signature so that the record is tamper-evident. You may withdraw consent to transact electronically, and may request a paper copy, by writing to support.
    2. Notices to you are given in the Service or by email to the address on the account. It is your responsibility to keep that address current.
    3. Notices to us must be sent to support@distovia.com.

23. Availability of the Service

    1. We aim to keep the Service available and to say plainly when it is not. Planned maintenance is announced in the Service in advance where practicable.
    2. The Service is provided without any guaranteed level of availability. Individual features may be unavailable where a dependency is unavailable; where that happens the feature reports it rather than failing silently.
    3. We may change, add to or discontinue features. Where a change materially reduces what a paid Plan includes, clause 27 applies.

24. Disclaimers

    1. To the fullest extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement.
    2. We do not warrant that the Service will be uninterrupted or error-free, that Content will be accepted by any Store, or that any level of streams, revenue or exposure will be achieved.
    3. Nothing in these Terms excludes or limits liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.

25. Limitation of liability

    1. Subject to clause 24.3, we are not liable for indirect, incidental, special, consequential or punitive damages, nor for loss of profit, revenue, goodwill, opportunity or data, however arising.
    2. Subject to clause 24.3, our total aggregate liability arising out of or in connection with these Terms is limited to the greater of (a) the total fees you paid us in the twelve months before the event giving rise to the claim, and (b) the royalties credited to your account and unpaid at that time.
    3. These limits do not apply to our obligation to pay you royalties properly earned and reported.

26. Indemnity

    1. You will indemnify and hold us harmless against claims, damages, liabilities and reasonable costs (including legal costs) arising out of Content you submit, your breach of clause 6, or your infringement of a third party's rights.
    2. We will notify you of any such claim, and you may participate in its defence. We will not settle a claim in a way that admits fault on your part without your consent, which you will not unreasonably withhold.

27. Changes to these Terms

    1. We may amend these Terms. The date at the top records when the current version took effect.
    2. Where an amendment materially affects your rights — including any change to the revenue share in clause 12, to fees, or to what a paid Plan includes — we will notify you in the Service or by email at least 30 days before it takes effect, and the change will not apply retrospectively to revenue already reported.
    3. If you do not accept a material amendment, your remedy is to cancel before it takes effect. Continuing to use the Service after that date is acceptance.

28. Governing law and disputes

    1. These Terms are governed by the laws of the State of New Mexico, United States, without regard to its conflict-of-laws rules, and the state and federal courts sitting in New Mexico have jurisdiction — without prejudice to any mandatory consumer protection available to you under the law of your own country of residence, which these Terms do not seek to displace.
    2. Before commencing proceedings, each party will attempt in good faith to resolve the dispute by writing to the other and allowing 30 days for a response. Support is the route for this, and a person reads it.
    3. If that fails, the parties will attempt mediation in New Mexico. Where a party is outside the United States, either party may instead refer the dispute to international arbitration in Singapore or London, in English, before a single arbitrator, whose award is final and binding.
    4. Nothing in this clause prevents either party from seeking urgent injunctive relief from any court of competent jurisdiction, in particular to restrain continuing infringement.

29. General

    1. Entire agreement. These Terms, the Privacy Policy, and the pricing page they refer to, are the entire agreement between us on their subject matter.
    2. Severability. If a clause is held unenforceable, the rest continues in force.
    3. Waiver. A failure to enforce a term is not a waiver of it.
    4. Assignment. You may not assign these Terms without our consent. We may assign them to a successor of our business, on notice to you.
    5. No agency. Nothing here creates a partnership, joint venture, employment or agency relationship, and we are not your manager, label or publisher.
    6. Third parties. Stores are not parties to these Terms and acquire no rights under them beyond the licence in clause 5.

30. Contact

    1. Support is in the Service, and support@distovia.com reaches the same queue. A person reads it.