Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between you and [LEGAL ENTITY NAME], a [FORMATION STATE] 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.

7. Subscription plans

Outloud offers three plans:

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

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. 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, and the fact that payouts are processed manually — is governed by our separate Royalty & Payout Terms, which form part of this agreement.

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, 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, and only your ability to add new releases or artist profiles is limited by the Free plan's quotas.

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, [LEGAL ENTITY NAME] 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 [LEGAL ENTITY NAME] 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 [FORMATION STATE], without regard to its conflict-of-laws rules.

15. Contact

Questions about these Terms: contact@outlouddistro.com
[LEGAL ENTITY NAME]
[BUSINESS ADDRESS]