Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between you and Outloud Distribution LLC, a Washington limited liability company, governing your access to and use of the Outloud website at outlouddistro.com and the music-distribution services we provide (together, the "Service").

By creating an account, uploading content, or otherwise using the Service, you agree to these Terms and to our Privacy Policy and Royalty & Payout Terms, which are incorporated here by reference. If you do not agree, do not use the Service.

You must be at least 18 years old, or the age of majority where you live, to create an account and use the Service. If you use the Service on behalf of a band, label, or other organization, you represent that you are authorized to bind that organization to these Terms.

Guardian-managed accounts. An artist may be under 18, but the account must belong to and be operated by the artist's parent or legal guardian. In that case the account holder — not the artist — is the party to these Terms: the account holder makes the promises in Section 4 on the artist's behalf, is responsible for the account and for everything submitted through it, and receives all royalties and payouts. We deal only with the account holder.

2. What Outloud does

Outloud is a music-distribution platform. You upload your recordings, artwork, and release information, and we arrange for that music to be delivered to digital streaming and download services and content-recognition platforms ("Stores").

Important points about how distribution actually works:

• Distribution is carried out through third-party distribution partners and the Stores themselves. We are not the Stores, and we do not control them. Whether, when, and how long your music appears on any Store is ultimately the Store's decision, subject to its own rules.
• Delivery is a manual, best-efforts process and is not instantaneous. Review and delivery take time, and timing varies by Store. We do not guarantee any specific delivery date, placement, or availability.
• We do not guarantee acceptance. A Store may reject, remove, or refuse content for its own reasons, and we may be unable to override that.

3. Your account

You are responsible for the accuracy of the information you provide, for keeping your login secure, and for all activity under your account. Account sign-in is handled through our authentication provider; see the Privacy Policy for details. Notify us promptly at contact@outlouddistro.com if you believe your account has been compromised.

4. Your content and the rights you grant us

"Your Content" means everything you upload or submit, including audio recordings, artwork, song titles, artist and contributor names, and all other release information.

You keep ownership of Your Content. Outloud does not claim ownership of your music or masters.

The rights you give us. So that we can provide the Service, you grant Outloud a non-exclusive, worldwide, royalty-free license to reproduce, store, format, transcode, distribute, publicly perform, display, and transmit Your Content, and to sublicense those rights to our distribution partners and the Stores, solely as needed to distribute and promote your releases through the Service. This license lasts while your content is being distributed through us and for a reasonable wind-down period after a release is taken down, so that takedowns can propagate and records can be retained as described in Section 9.

Your promises about Your Content. Each time you submit a release, you confirm that:

• You own or control 100% of the rights needed to distribute it, including all rights in the recording, the underlying songs, any samples, and any artwork;
• All names, credits, and information you provide are accurate;
• Your Content does not infringe anyone's copyright, trademark, publicity, privacy, or other rights, and is not illegal, defamatory, or otherwise prohibited under Section 5; and
• You have obtained all permissions and will pay any third parties (such as co-writers, featured artists, or sample owners) that you are required to pay.

You make these confirmations at the point of submission, and we may keep a record that you did so.

5. Prohibited content and conduct

You may not upload or distribute through the Service any content that:

• You do not have the full legal right to distribute;
• Infringes or misappropriates anyone's intellectual property, publicity, or privacy rights;
• Contains another artist's recording or composition without authorization, or is uploaded under an artist name you are not entitled to use;
• Is intended to generate artificial or fraudulent streams, or otherwise manipulate Store metrics;
• Is unlawful, hateful, harassing, or otherwise objectionable; or
• Contains malware or attempts to interfere with the Service.

You also may not misuse the Service, attempt to access other users' data, scrape the Service, or circumvent any limits or security measures.

6. Review, moderation, and removal

Every release is reviewed before distribution. We may, at our discretion:

• Approve, reject, or request more information about a release;
• Refuse to distribute, or stop distributing, any content that we believe violates these Terms or any Store's rules, or that exposes us or our partners to legal risk;
• Take down a release from distribution; and
• Suspend or terminate accounts.

Where we remove a release that is already live, removal means we initiate the takedown through our distribution process. As with delivery, propagation to and removal from the Stores is performed on a best-efforts basis and is not instant.

Repeat infringers. We will, in appropriate circumstances, suspend or terminate the accounts of users who repeatedly infringe, or are repeatedly alleged to infringe, the rights of others — including accounts that are the subject of repeated valid copyright infringement claims. We may remove or stop distributing content on receipt of a valid infringement notice. This is the enforcement side of the promises you make in Section 4: you tell us you hold all the rights needed to distribute everything you upload, and an account that repeatedly turns out not to is an account we will close. How to send us a copyright notice, and how to send a counter-notice if your material was removed by mistake, is set out in our Copyright & DMCA Policy.

7. Subscription plans

Outloud offers three plans:

Plan features, limits, and prices are described in the pricing section of our website and may change. The royalty share you keep depends on your plan and is described in the Royalty & Payout Terms.

Paid plans are annual and renew automatically. Plus and Pro are billed once a year. Unless you cancel first, your plan renews on its anniversary and the card on file is charged for another year at the price then shown on our pricing page.

We email you before every renewal. Before each annual charge we send you a reminder with the amount, the date you'll be charged, and a link to cancel. That email is always sent — you cannot turn it off in your notification settings.

Cancelling. You can cancel at any time, yourself, from Manage billing in your account settings. There is nothing to email us about and no cancellation fee. Cancelling stops the next renewal; it does not end the year you have already paid for. You keep your paid plan through the end of that period, and the plan-end mechanics below then apply.

Refunds. If you change your mind, email contact@outlouddistro.com within 30 days of a charge and we will refund it in full, no questions asked. After that window, annual charges are generally non-refundable, though we may still issue a refund at our discretion. Refunds are returned to the original payment method. A refund ends the paid plan it paid for: your account moves to Free as described below, and — as always — nothing you have released is removed.

Disputed charges. If you dispute or reverse an Outloud charge with your bank or card issuer instead of asking us for a refund, we may suspend your account and take down releases distributed under the plan that charge paid for, until the dispute is resolved. We would much rather refund you: contact us first and we will.

If a paid plan lapses. If a paid plan lapses or is not renewed, your account moves to the Free plan after a grace period of at least 30 days. Downgrading to Free does not remove your music: releases you have already distributed stay live, and a lapsed or unpaid plan is never grounds for taking your music down — apart from the disputed-charge exception described above. Downgrading also never unpublishes existing releases or deletes existing artist profiles.

After a downgrade, the Free plan's limits apply only to new releases and new artist profiles going forward. Releases you already distributed during the current quota period — on any plan — count toward the Free plan's release limit for that period. So if your account is already at or above the Free plan's release limit when it downgrades, you will not be able to distribute new releases until the period resets or you upgrade to a paid plan again — everything already live stays live.

8. Royalties and payouts

How royalties are calculated and paid — including the share you keep on each plan, the $10 minimum withdrawal, the tax documentation we need before we can pay you, the fact that payouts are currently available only to payees in the United States, any processing fee deducted from a withdrawal, what happens to a balance you have not withdrawn, and the fact that payouts are processed manually — is governed by our separate Royalty & Payout Terms, which form part of this agreement.

Who we pay. We pay the account holder — the adult whose name is on the Outloud account. Where an artist is under 18 and the account is held by their parent or legal guardian (Section 1), that adult is the payee of record: payouts go to them, any tax documentation we are required to collect carries their legal name and taxpayer identification number, and any tax form we are required to file names them. We do not pay, and do not collect tax information from, a minor artist directly. How the money is then handled between the account holder and the artist is a matter between them.

Identity and tax documentation. Before we send any payment, we may require the account holder to provide identity and tax documentation — including legal name, address, and a taxpayer identification number on a form such as an IRS Form W-9 — and to certify that it is correct. We may hold a payout until that documentation is on file and may decline to pay where it is not provided, appears inaccurate, or where we are required by law to withhold. Your earnings stay in your balance while a payout is on hold; nothing is forfeited.

Where we can pay. Payouts are currently available only to payees in the United States. If you are outside the United States you can use the Service and continue to earn royalties, and your earnings stay in your balance, but you cannot withdraw them until we are able to offer payouts in your country. We cannot say when that will be.

Payout methods can change. The ways we can pay you — and the third parties we use to send payments — may change over time. We may add, replace, or stop supporting a payout method, and we may require you to complete additional steps with a payment provider before we can pay you. We will take reasonable steps to tell you before a method you have used goes away. A change of method never reduces royalties you have already earned; the money stays yours and payable.

9. Termination and what happens to your data

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms, if required by law, or if continuing to provide the Service to you exposes us to legal risk.

Billing status is never a reason for takedown. Not paying for, or letting a plan lapse, is not grounds for removing your music. Takedown happens only for the reasons described in these Terms — your breach, legal risk, a chargeback as described below, or a removal you request yourself. When a paid plan lapses, your account moves to the Free plan (Section 7); your existing content is never removed because of billing status — a chargeback, described below, is the one exception — and only your ability to add new releases or artist profiles is limited by the Free plan's quotas.

Chargebacks are the one exception. Reversing a charge through your bank or card issuer is different from not paying: it takes back money for a service we have already delivered. If you dispute an Outloud charge, we may suspend your account and take down releases distributed under the plan that charge paid for, until the dispute is resolved — and we may decline to distribute for you again. If you simply want your money back, ask us instead (Section 7): we refund rather than argue, and nothing is taken down.

When your account or a release ends:

• We will initiate takedown of affected releases from distribution, on the best-efforts basis described above.
• We retain records we are required to keep for legal, tax, and accounting reasons — including records of royalties earned and payments made or requested. These payout records are kept even after a release or account is removed. See the Privacy Policy for more on data retention.

10. Disclaimers

The Service is provided "as is" and "as available," without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, that any release will be accepted or remain available on any Store, or that you will earn any particular amount of royalties.

11. Limitation of liability

To the fullest extent permitted by law, Outloud Distribution LLC and its members, officers, and contractors will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost royalties, or lost data, arising out of or relating to the Service.

To the fullest extent permitted by law, our total liability to you for all claims relating to the Service will not exceed the greater of (a) the total amount you paid us in the twelve months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

12. Indemnification

You agree to indemnify and hold harmless Outloud Distribution LLC and its members, officers, and contractors from any claims, damages, losses, and reasonable legal fees arising out of or related to Your Content, your use of the Service, or your breach of these Terms — including any claim that Your Content infringes someone's rights. This is the practical counterpart to the promises you make in Section 4: because you tell us you have the rights, you cover us if that turns out to be wrong.

13. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will take reasonable steps to notify you, such as by email or a notice on the Service, before they take effect. Your continued use of the Service after changes take effect means you accept the updated Terms. We will indicate the "Last updated" date at the top.

14. Governing law and disputes

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules.

15. Contact

Questions about these Terms: contact@outlouddistro.com
Outloud Distribution LLC
522 W Riverside Ave Ste N
Spokane, WA 99201
(360) 625-9600