Distribution Terms of Service

These Terms of Service are a legal agreement between You and the Distributor regarding the use and operation of the Platform and provision of the Services.

Your access to the Services is permitted by the Distributor on the basis that You have accepted these Terms of Service. If You do not agree to the Terms of Service, You are not permitted to access the Services in any manner. If You do access the Services (whether You make use of the Services or not), You are deemed to have agreed to these Terms of Service in their entirety.

1. The Platform

1.1 Services

If You create an Account on the Platform and comply with these Terms of Service, then You may access the Services from time to time.

For the avoidance of doubt, You may elect at your absolute discretion to use all or some of the Services (for example, you may elect to use only the Digital Distribution Service and not the Publishing Service or the Support Service).

1.2 Changes

The Distributor has the right in its absolute discretion to make any changes to the Platform and/or the Services at any time including any action to modify, amend, suspend or discontinue all or any part of the Services offered by the Distributor.

1.3 Intellectual Property

The Distributor owns all rights in the Platform and the Services including (without limitation) all Intellectual Property Rights. You agree not to copy, distribute, modify, or make derivative works of the Platform or any of the Services, or use any of the Distributor’s Intellectual Property Rights in any way not expressly permitted by the Distributor.

2. Digital Distribution Service

2.1 Application

(a) This clause 2 applies only if you have elected to use the Digital Distribution Service by Delivering a Record Release to the Platform, and will cease to apply from the date that is thirty (30) days after the date that you remove all of Your Record Releases from the Platform (save for the collection of any residual income in accordance with clause 5.1(b)).

(b) You may remove a Record Release from the Platform at any time for any reason.

2.2 Appointment

For the period of time that this clause 2 applies, You appoint the Distributor and its Service Partner’s as Your non-exclusive agent within the Territory to:

(a) distribute the Record Releases Delivered by You to the Platform through the Digital Distribution Service; and
(b) collect all Income derived in connection with Your use of the Digital Distribution Service.

2.3 Licence

For the period of time that this clause 2 applies, You grant the Distributor and its Service Partners an irrevocable, non-exclusive, sublicensable licence within the Territory to:

(a) distribute the Record Releases Delivered by You to the Platform through the Digital Distribution Service; and
(b) reproduce, advertise and publicise the Marketing Materials as provided by You that are associated with the Record Releases Delivered by You into the Platform.

2.4 Rights

You grant the Distributor and its Service Partners the right to do all things necessary and convenient within the Territory to provide the Digital Distribution Services, including:

(a) the right to distribute, reproduce, disseminate, sell, transfer, make available, communicate, promote, advertise, alter and otherwise use and exploit all or any part of a Record Release Delivered to the Platform by You;
(b) the non-exclusive right to reproduce and use the Marketing Materials and/or Metadata in connection with the rights granted herein.

2.5 Artist Approval

The Distributor will obtain Your prior written consent in respect of each of the following:

(a) any alteration to a Record Release (except edits for timing purposes);
(b) compilation or sample licences;
(c) Marketing Materials (if Delivered by You to the Distributor, they are deemed approved);
(d) synchronisation licences with visual images (excluding promotional uses).

2.6 Mechanical Rights

If you have not elected to use the Publishing Service, You will be responsible for obtaining and paying for mechanical, performance or other clearances and licences not covered by DSPs authorised by the Distributor.

3. Publishing Service

3.1 Application

(a) Applies only if You Deliver a Composition Release and ceases 30 days after removal, except for residual income.

(b) You may not remove a Composition Release for 12 months after Delivery (“Minimum Publishing Period”).

3.2 Appointment

You appoint the Distributor and its Service Partners as Your non-exclusive agent within the Territory to:

(a) publish Composition Releases Delivered by You;
(b) collect all Income derived from the Publishing Service.

3.3 Licence

You grant the Distributor and its Service Partners a non-exclusive, sublicensable licence within the Territory to:

(a) publish the Composition Releases;
(b) reproduce, advertise and publicise the Marketing Materials associated with them.

3.4 Rights

You grant rights to perform all actions necessary to provide the Publishing Service, including:

distribution, reproduction, adaptation, synchronisation, licensing, collecting income, registering with societies, broadcasting, printing, and leasing rights, among others.

3.5 Artist Approval

The Distributor will obtain Your prior written consent for:

(a) material alterations;
(b) sample and sync licences;
(c) grand rights;
(d) marketing materials (if Delivered by You, deemed approved).

4. Support Services

4.1 Application

Applies only if requested by notice and ceases once the service has been provided.

4.2 Agency

You appoint the Distributor and Service Partners as non-exclusive agents to obtain the Support Services requested.

4.3 Rights

You grant the right to do all necessary actions to provide the Support Services.

4.4 Artist Approval

The Distributor will obtain Your prior written consent for any Support Services provided.

5. Your Income and Charges

5.1 Payment of Income

(a) The Distributor may deduct from Your Income:

(i) partner fees and charges;
(ii) service charges;
(iii) bank and transaction costs;
(iv) amounts under clause 10;
(v) and pay You Net Receipts if balance > AU$10.

(b) Authorisations for income collection survive until no income is being generated from Delivered Releases.

5.2 Service Charges

Service	Charge	Due Date for Payment	Amount
Digital Distribution Service	Upload Fee	On “Checkout” date	As specified on “Checkout” page
Digital Distribution Service	Commission	Immediately	As specified on “Checkout” page
Publishing Service	Registration Fee	On “Checkout” date	As specified on “Checkout” page
Publishing Service	Commission	Immediately	As specified on “Checkout” page
Support Services	Support Services Charge	Immediately	As notified
All Services	Streaming Fraud Administration Charge	Immediately upon Streaming Fraud	Gross Distribution Income from fraud
All Services	Prohibited Release Admin Charge	Immediately upon Prohibited Release	Gross Income from Prohibited Release
All Services	Account Inactivity Fee	After 2 years of inactivity	Your held Income, max $99.00

(b) The Distributor may change charges at any time. Continued use of the Services confirms acceptance of changes.

5.3 Account Management

You acknowledge and agree that:

(a) The Distributor is not required to keep Your Income separate from its own money or any other monies;
(b) Your Income will be pooled into an interest-bearing account with the Income from other parties. You agree not to receive interest or earnings, and assign any rights to interest or fee reductions to the Distributor;
(c) The Distributor may convert currency at rates it determines, retain any margin from conversion, and You assign all rights in any such margin.

6. Streaming Fraud, Prohibited Releases and Rejected Releases

6.1 Streaming Fraud

(a) Streaming Fraud is prohibited.
(b) The Distributor may withhold or forfeit all Distribution Income if it suspects Streaming Fraud.
(c) You must pay any penalties imposed by Service Providers if your content is suspected or proven to be part of Streaming Fraud.

6.2 Prohibited Releases

The following are prohibited from the Digital Distribution Service:

(a) Content promoting discrimination, hatred, or harm;
(b) Violent or threatening content or self-harm promotion;
(c) Promotion of illegal substances or activities;
(d) Content that infringes third party rights;
(e) Illegal or civilly liable content;
(f) Fraudulent, misleading or deceptive content;
(g) Racist, defamatory, pornographic, or offensive content.

6.3 Rejected Releases

The following may be rejected at the Distributor’s discretion:

(a) Functional music (e.g., white noise, ASMR);
(b) High risk of Streaming Fraud (e.g., generic or poor-quality music);
(c) AI-generated or impersonation content;
(d) Releases not meeting Metadata style guidelines.

The Distributor may remove any such release without notice.

6.4 Removal

The Distributor reserves the right to remove any Record Release, Marketing Material, or Metadata from the Platform at any time without notice.

7. Your Account

You must operate Your Account in accordance with the Distributor’s directions. In particular, You agree that:

(a) You have all necessary permissions to operate Your Account;
(b) You must not impersonate others;
(c) You are solely responsible for all activity under your credentials;
(d) You are responsible for your own content and materials;
(e) Information must be accurate and kept updated;
(f) The Platform is not a storage service; content may be deleted at any time;
(g) You consent to acts that may infringe moral rights over Marketing Materials;
(h) The Platform may rely on third-party infrastructure;
(i) You agree to receive electronic communications;
(j) You must not reopen accounts after being banned;
(k) You must not transfer control of your account;
(l) You must not scrape, replicate, or re-use the Platform without consent;
(m) You must not hack or gain unauthorised access to the Platform;
(n) You must not disrupt or damage the Platform or Services;
(o) You must not overload the system with excessive data;
(p) You must not reverse engineer or license the Platform;
(q) You must not use the Distributor’s trademarks in search terms;
(r) You must not interfere with others’ use of the Platform;
(s) You must not assist others in violating these terms.

8. Representations

8.1 Representations

You warrant that:

(a) You own or have rights to all content Delivered;
(b) No Distributor rights will infringe any third-party rights;
(c) You obtained all necessary permissions and waivers before Delivery;
(d) No conflicting agreements have been entered into;
(e) Your content does not contain offensive or illegal material;
(f) All information provided is accurate and not misleading;
(g) You will not attempt to circumvent or disrupt the Services.

8.2 Application

Each representation in clause 8.1 is independent and not limited by any other.

8.3 Reliance

The Distributor relies on the representations and warranties in clause 8 to provide Services.

9. Term

9.1 Duration

These Terms of Service begin upon Account creation and continue until terminated per clause 9.2.

9.2 Termination

(a) Either party may terminate with written notice at any time (except during the Minimum Publishing Period for Publishing Service users);
(b) Within 30 days of termination, the Distributor will request removal of Your content from all Services.

9.3 Rights and Obligations Following Termination

(a) Clauses 2.2(b), 3.2(b), 5.1, 6, 7, 8, 10, and 12 survive termination;
(b) Termination does not affect accrued rights of either party before termination.

10. Liability

10.1 Indemnity and Release

To the extent permitted by Law, You indemnify, release and hold harmless the Distributor and its Service Partners from and against any damage, loss (including reasonable legal costs and expenses) or liability arising from:

(a) breach of these Terms of Service by You;
(b) any Fraudulent Streaming;
(c) any Prohibited Release;
(d) any inaccurate or misleading warranty by You;
(e) Your use of the Platform and Services;
(f) any Record or Composition Release delivered by You; and
(g) any claim that Services provided infringe rights of any person.

You agree to reimburse the Distributor on demand, provided any settlement is court-ordered or approved by You (not unreasonably withheld). The Distributor may withhold payments due to You pending determination of such claims.

10.2 Disclaimer

(a) The Platform and Services are provided “as is” and “as available”. No guarantees are made regarding:

(i) uninterrupted service;
(ii) freedom from errors or inaccuracies;
(iii) fitness to Your requirements;
(iv) compatibility with Your hardware/software.

(b) All warranties not expressly stated are disclaimed.

10.3 Scope of Liability

(a) The Distributor’s liability is limited to:

(i) replacement/repair or cost thereof (goods); or
(ii) resupplying or cost of resupplying (services).

(b) No liability for indirect or special damages, including lost profits, data or goodwill.

10.4 Your Intellectual Property

The Distributor and its Service Partners are not liable for third-party infringements of Your IP rights.

11. Privacy

(a) By using the Platform, You agree to the Distributor’s Privacy Policy.
(b) If You provide others’ personal data, You confirm You have:
- (i) notified them;
- (ii) obtained their consent for use under these Terms.

12. General Terms

12.1 Amendments to Terms

The Distributor may amend the Terms at any time. Your modifications require the Distributor’s written agreement.

12.2 Incorporation of Policies

(a) You agree to comply with all Distributor policies;
(b) Breach of those policies constitutes breach of these Terms.

12.3 Relationship

No partnership or joint venture is created by these Terms.

12.4 Joint and Several

If You consist of more than one person, obligations are joint and several.

12.5 Taxes

All Service prices exclude taxes. You agree to pay applicable taxes.

12.6 Assignment

You may not assign these Terms without written consent. The Distributor may assign or novate freely.

12.7 Automated Access

Automated Access is subject to these Terms. Use by non-human users binds them to these Terms.

12.8 Severability

If any provision is invalid, the rest remain in effect.

12.9 Third-Party Beneficiaries

The Distributor may enforce these Terms on behalf of its licensors, users or partners.

12.10 Waiver and Cumulative Remedies

No waiver is implied by delay. Remedies are cumulative unless stated otherwise.

12.11 Governing Law and Disputes

These Terms are governed by Queensland law. Disputes are resolved individually in that jurisdiction. No class actions are permitted.

12.12 Entire Agreement

These Terms and policies form the entire agreement, superseding prior versions.

12.13 Effective Date

These Terms take effect from 1st November 2023 or as soon as practicable thereafter.

13. Definitions

Account: Your online account on the Platform.

Automated Access: Any automated system accessing or monitoring the Platform.

Collection Society: Royalty collection agency for Composition Releases.

Composition Release: A musical composition created or co-created by You, including rights, Metadata, and Marketing Materials.

Digital Distribution Service: Service distributing Record Releases via Digital Service Providers.

Digital Service Provider: Streaming/download platforms that deliver Record Releases to End Users.

Deliver: Uploading or submitting content to the Platform per Distributor guidelines.

End User: Person streaming/downloading a Record Release for personal use.

Distributor: Revup-App.

Intellectual Property Rights: All IP rights worldwide, including copyright, trademarks, patents, and related rights.

Income: Revenue collected on Your behalf by the Distributor or its partners.

Law: Any applicable statute, regulation, or legal rule.

Marketing Materials: Artwork, bios, images, and related promotional material.

Metadata: Information about a Release (artist, genre, lyrics, etc.).

Minimum Publishing Period: Defined in clause 3.1(b).

Net Receipts: Remaining Income after all applicable deductions.

Platform: The online system and tools provided by the Distributor.

Publishing Service: Collecting royalties on Composition Releases via a Publishing Administrator.

Publishing Administrator: Entity that collects publishing royalties from various sources.

Record Release: Sound recordings created by You including rights, Metadata and Marketing Materials.

Services: All services provided by the Distributor including distribution, publishing, and support.

Service Charges: Fees specified in clause 5.2.

Service Partners: Third-party entities working with the Distributor (e.g., DSPs, publishing admins).

Streaming Fraud: Activities that manipulate or artificially inflate stream/download volumes.

Support Service: Additional services for promoting or developing your content.

Territory: Geographic region selected by You (defaults to worldwide).

Terms of Service: This full agreement document.

You: The person or entity using the Platform and Services.