Terms of Service

Effective Date: 8 December 2025

Welcome to Distrofy. These Terms of Service ("Terms") govern your use of Distrofy ("we," "us," "our") and all services we provide. By using our platform, you agree to these Terms and our Distribution Policy and Privacy Policy.

If you do not agree, you must stop using the Service immediately.

1. Modification of These Terms

We may update these Terms at any time. Updates take effect immediately upon posting on the website. Users will be notified via email or dashboard notifications.

Continued use means acceptance of updated Terms.

2. Term and Termination

These Terms remain in effect as long as you use the Service.

We may suspend or terminate your account immediately if you:

violate these Terms or the Distribution Policy
engage in fraud, copyright violations, or illegal activity
fail to provide required verification (KYC)
upload unauthorized or infringing content
misuse the dashboard or API
fail to pay applicable fees

Upon termination:

All access to the platform ends immediately
Content may be removed from DSPs
Royalties may be held during audits, disputes, or fraud reviews
Certain obligations (payments, legal liability, indemnification) continue to apply

3. Your Content

You are solely responsible for the audio, artwork, metadata, images, videos, samples, compositions, and all materials ("Content") submitted to Distrofy.

You affirm that:

You own all rights or have full legal authorization
Your Content does not infringe any copyright, trademark, or intellectual property
All collaborators give explicit permission
All samples, beats, loops, stems, and AI-generated material are properly licensed

You may not upload:

copyrighted material you do not own
unauthorized covers or remixes
public domain re-uploads without significant modification
social media audio rips
AI content without disclosure
harmful, misleading, fraudulent, or illegal material

4. Ownership and License to Distrofy

You retain 100% ownership of your Content.

By uploading Content, you grant Distrofy a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to:

reproduce, store, encode, modify (for technical processing)
distribute and deliver Content to DSPs
digitally perform your Content
monetize and collect royalties on your behalf
use artwork, name, and metadata for distribution
enforce copyright protection and issue takedowns

This license ends when you remove content and distribution completion is finalized—except for obligations relating to fraud, disputes, royalties, or legal compliance.

5. Distrofy Dashboard

You agree not to:

reverse-engineer, scrape, or exploit dashboard systems
attempt unauthorized access
bypass security measures
manipulate dashboard analytics
use automation (bots/scripts) without permission

The dashboard is provided "as-is," and Distrofy is not liable for temporary data delays or reporting inconsistencies caused by DSPs.

5a. API Clients (If Used)

If Distrofy provides API access:

API keys must remain confidential
Abuse may result in rate limiting or termination
API access may have separate terms

6. Accounting, Payments & Royalties

Royalties are based on DSP reports and may be delayed by DSP audits.
The minimum payout threshold is USD $50.
Negative balances (refunds, chargebacks) may reduce future payouts.
All membership fees, distribution fees, and service fees are non-refundable.
Payments may be processed through Stripe, bank transfer, Payoneer, or equivalent processors.
Distrofy is not responsible for third-party payment delays.

Tax Responsibility:

You are solely responsible for reporting and paying taxes applicable in your country.

7. IP Policies and Prohibitions

Prohibited activities include:

copyright infringement
uploading unlicensed samples
impersonation of artists or labels
AI content without disclosure
metadata manipulation
fake collaborations
unauthorized reuploads
multi-distribution of the same ISRC on multiple distributors
artificial streaming, bots, click farms, playlist manipulation

DSP decisions on fraud or rights infringement are final.

8. Limited Liability for Content

Distrofy does not monitor or verify the legality of uploaded Content.

You are fully liable for:

copyright claims
rights disputes
licensing issues
DMCA takedowns
financial penalties resulting from fraudulent content

9. Violators

Users violating these Terms or policies may face:

content removal
royalty withholding
account limitation or termination
permanent platform ban
reporting to DSPs or legal authorities

10. Blocking of IP Addresses

To maintain platform integrity, Distrofy may block:

abusive traffic
VPN/proxy networks
suspicious IP ranges
bot or automated access attempts
IPs associated with fraud or security threats

11. Account Security

You must:

maintain confidentiality of your login
promptly report unauthorized access
keep your information accurate

You are responsible for all actions under your account.

12. Limitation of Liability

To the fullest extent permitted by law:

Distrofy is not liable for indirect, incidental, or consequential damages
Distrofy is not responsible for DSP decisions, delays, blocks, or takedowns
Distrofy's total liability shall not exceed the amount paid by you in the last 12 months

13. Indemnity

You agree to indemnify and defend Distrofy against all claims arising from:

your content
your activities
your breach of these Terms
your infringement of third-party rights
fraud or unlawful behavior

14. Arbitration / No Class Action

To the extent permitted by law:

disputes shall be resolved individually, not part of a class action
arbitration or mediation may be used before court proceedings

15. No Third-Party Beneficiaries

These Terms create obligations only between you and Distrofy.

No third party has rights under this Agreement.

16. Availability Outside Bangladesh

Distrofy does not guarantee availability in all regions.

Local laws and DSP restrictions may affect service availability.

17. Entire Agreement

These Terms, along with the Privacy Policy and Distribution Policy, represent the complete agreement between you and Distrofy.

18. Severability; Waiver

If any clause is unenforceable, the rest remain valid.

Failure to enforce a clause does not waive future enforcement.

19. Non-Circumvention

Users may not contact DSPs directly regarding distributed content.

All communication must go through Distrofy.

Attempts to bypass this may result in account restrictions.

20. No Legal Advice

Information provided by Distrofy is general guidance only.

We do not provide legal advice.

21. Survival Clause

The following sections survive account termination:

royalties & payment obligations
indemnification
limitation of liability
dispute resolution
ownership & copyright clauses
fraud and policy violations

22. Governing Law & Disputes

These Terms are governed by the laws of Bangladesh.

All disputes fall under the exclusive jurisdiction of the Courts of Dhaka, Bangladesh.