Terms and Conditions

A. Provider, Contracting Parties, and Scope

A.1 Provider

Distrio is operated by its founder(s). Distrio is not yet a formally registered legal entity. The platform is currently offered in a pre-commercial or early-launch phase. Contact details are available on the Distrio website and may be updated from time to time. Once Distrio is formally registered as a legal entity, this Agreement will be updated to reflect the registered name, address, and legal form.

A.2 Contracting Parties

This Agreement is concluded between Distrio and any natural person or legal entity that creates an account on the platform. The Customer may be a freelancer, a sole trader, or a business entity (B2B), or an individual consumer (B2C). Where applicable, different statutory rights may apply depending on whether the Customer acts as a consumer under applicable law.

A.3 Scope of Application

This Agreement applies to all plans, modules, and features of the Distrio platform, including any free plan, paid subscription plans, and any optional or add-on features made available from time to time. These Terms supersede any prior understandings or representations, whether oral or written, relating to the subject matter herein.

Distrio does not operate a marketplace between producers and end customers. Distrio solely provides the infrastructure and tools for producers to build and operate their own independent storefronts. The contractual relationship for the sale of beats, soundkits, or licenses is exclusively between the producer and their end customer.

B. Description of the Service

B.1 Core Features

Distrio provides music producers with the following core capabilities:

• Creation and customization of a personal online storefront
• Upload and management of beats and soundkits
• Configuration of license types and pricing
• Checkout flow for end customers, including license delivery
• Generation and delivery of license PDFs upon purchase
• Order and sales management dashboard

B.2 Plan-Dependent Features

Certain features are available only on paid subscription plans. The specific feature set available on each plan is published on the Distrio pricing page and may be updated from time to time. Distrio reserves the right to introduce new features, modify existing features, or restrict features to specific plans with reasonable prior notice.

B.3 Fair Use

The Service is provided for legitimate use by music producers. Distrio may impose reasonable usage limits (such as storage capacity, bandwidth, number of products, or API call volume) where technically necessary. Any applicable limits will be communicated clearly in the plan descriptions. Distrio reserves the right to throttle or restrict access where usage materially exceeds reasonable expectations for the applicable plan.

C. Registration, Account, and Access

C.1 Eligibility

To register for and use the Service, you must be at least 18 years of age and have full legal capacity to enter into binding contracts. By registering, you confirm that you meet these requirements. If you are registering on behalf of a legal entity, you further confirm that you have the authority to bind that entity to this Agreement.

C.2 Accuracy of Information

You agree to provide accurate, current, and complete information during registration and to keep such information up to date. Providing false or misleading information may result in immediate suspension or termination of your account.

C.3 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. You agree not to share your account access with third parties. You must notify Distrio immediately upon becoming aware of any unauthorized access to your account or any other security breach. Distrio will not be liable for any loss or damage arising from your failure to comply with these obligations.

C.4 One Account per Customer

Each Customer may maintain only one active account unless Distrio grants express written permission otherwise. Creating duplicate or fraudulent accounts is prohibited.

D. User Content and Shop Content

D.1 Ownership

You retain all intellectual property rights in the content you upload or publish through the Service, including but not limited to beats, soundkits, artwork, product descriptions, and branding elements ("Customer Content"). Distrio does not claim ownership of Customer Content.

D.2 License Grant to Distrio

By uploading Customer Content to the Service, you grant Distrio a limited, non-exclusive, royalty-free, worldwide license to host, store, process, transmit, and display your Customer Content solely to the extent necessary to provide, maintain, and improve the Service. This license terminates when you remove the relevant content or close your account, subject to any retention obligations under applicable law.

D.3 Your Warranties Regarding Content

You represent and warrant that: (i) you own or have the necessary rights, licenses, and permissions to upload and commercialize all Customer Content through the Service; (ii) your Customer Content does not infringe any third-party intellectual property rights, privacy rights, or applicable laws; (iii) you have cleared all necessary rights, including any samples contained in beats or soundkits offered through your storefront.

Distrio bears no responsibility for any legal disputes arising from Customer Content, including claims of copyright infringement, sample clearance disputes, or trademark conflicts.

D.4 Content Standards

Customer Content must not be illegal, defamatory, obscene, threatening, or otherwise objectionable. Distrio reserves the right, but not the obligation, to review, remove, or restrict access to Customer Content that violates this Agreement or applicable law.

E. Payments, Subscriptions, and Billing

E.1 Plans and Pricing

Distrio offers a permanently free plan with a defined feature set, as well as paid subscription plans. Pricing for paid plans is published on the Distrio website and may be updated from time to time. Continued use of a paid plan after a price change constitutes acceptance of the new pricing.

E.2 Billing Intervals

Paid subscriptions are billed either monthly or annually, as selected by the Customer at the time of purchase. Annual plans may be offered at a discounted rate compared to monthly billing.

E.3 Automatic Renewal

Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. You are responsible for cancelling your subscription in advance if you do not wish to renew. Distrio will provide reasonable advance notice of upcoming renewals.

E.4 Payment Processing

Payments are processed by Stripe (and, once available, PayPal). By providing payment information, you authorize Distrio to charge the applicable subscription fees through the selected payment provider. Distrio does not store your full payment card details; these are handled directly by the payment processor.

E.5 No Refunds

All payments are final and non-refundable. Distrio does not offer refunds for any subscription fees paid, including for partial billing periods or unused time following cancellation. This applies to all plans, including upgrades or downgrades. Nothing in this clause limits your statutory rights where mandatory consumer protection laws apply.

E.6 Taxes

All prices displayed are exclusive of applicable taxes unless stated otherwise. You are responsible for any value-added tax (VAT), sales tax, or other applicable taxes arising from your use of the Service, based on your jurisdiction and applicable law.

E.7 Payment Default

If any payment fails or is reversed, Distrio reserves the right to suspend or terminate access to your account until the outstanding amount is settled. Distrio may charge reasonable costs associated with failed payment recovery where permitted by law.

E.8 Free Plan

The free plan is provided on an 'as-is' basis and may have restricted features and usage limits. Distrio reserves the right to modify, limit, or discontinue the free plan at any time, with reasonable notice to existing free-plan users.

F. Availability and Changes to the Service

F.1 No Uptime Guarantee

Distrio does not warrant any specific level of uptime or availability. While Distrio will use commercially reasonable efforts to maintain a reliable service, the platform may be temporarily unavailable due to scheduled maintenance, unplanned outages, or factors outside Distrio's control.

F.2 Maintenance and Updates

Distrio may perform scheduled or emergency maintenance at any time. Where reasonably practicable, Distrio will provide advance notice of scheduled maintenance. Distrio reserves the right to update, modify, or discontinue any feature of the Service at any time.

F.3 Third-Party Dependencies

The Service relies on third-party infrastructure providers including Vercel (hosting and deployment), Supabase (database and authentication), and Cloudflare R2 (file storage). Distrio shall not be liable for service interruptions, data loss, or performance degradation caused by failures of these third-party providers. Distrio will make reasonable efforts to mitigate such issues and communicate relevant information to affected Customers.

F.4 Discontinuation

Distrio reserves the right to discontinue the Service entirely upon reasonable prior notice. In such an event, Distrio will provide Customers with a reasonable opportunity to export their data as described in Section N.

G. Prohibited Use / Acceptable Use Policy

You agree not to use the Service for any of the following purposes:

• Uploading, distributing, or commercializing illegal content, including content that infringes third-party intellectual property rights
• Engaging in spam, phishing, or any form of deceptive communication through or in connection with the Service
• Attempting to gain unauthorized access to Distrio's systems, databases, or infrastructure
• Circumventing, disabling, or tampering with any security mechanisms or access controls
• Reverse engineering, decompiling, or disassembling any part of the Service, except to the extent expressly permitted by applicable law
• Misusing any Distrio API, including excessive automated requests, scraping, or unauthorized data extraction
• Using the Service in a manner that places a disproportionate or unreasonable technical burden on the platform infrastructure
• Impersonating any person or entity, or falsely representing an affiliation
• Violating any applicable local, national, or international law or regulation

Violations of this Acceptable Use Policy may result in immediate suspension or termination of your account, without entitlement to a refund.

H. Security and Abuse

H.1 Distrio's Rights

Distrio reserves the right to suspend, restrict, or terminate any account if it reasonably suspects a security risk, abusive behavior, or a violation of this Agreement. Distrio may take such action without prior notice where immediate action is required to protect the integrity of the platform or other Customers.

H.2 Customer Obligations

You must promptly report any known or suspected security incidents, unauthorized access, or suspicious activity to Distrio. You agree to cooperate with Distrio's reasonable investigations into potential security incidents affecting your account or the platform.

I. Limitation of Liability

I.1 General Limitation

To the fullest extent permitted by applicable law, Distrio's total aggregate liability to you for any claims arising out of or related to this Agreement or the Service shall be limited to the total fees paid by you to Distrio in the three (3) months immediately preceding the event giving rise to the claim.

I.2 Exclusion of Indirect Damages

To the fullest extent permitted by applicable law, Distrio shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption, even if Distrio has been advised of the possibility of such damages.

I.3 Mandatory Statutory Liability

Nothing in this Agreement excludes or limits Distrio's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under mandatory applicable law, including applicable provisions of German law (BGB).

I.4 No Warranty of Compatibility

Distrio makes no warranty that the Service will be compatible with all hardware, software, or third-party services used by the Customer.

J. Disclaimer of Warranties

The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, Distrio expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Distrio does not warrant that the Service will be error-free, uninterrupted, or perfectly suited to your individual use case. Distrio does not warrant the accuracy or completeness of any information provided through the Service.

Where mandatory consumer protection laws apply and cannot be excluded by contract, those statutory rights are unaffected.

K. Intellectual Property

K.1 Distrio's Intellectual Property

All software, code, designs, interfaces, trademarks, logos, and other materials comprising the Distrio platform are the exclusive intellectual property of Distrio or its licensors. Nothing in this Agreement transfers any ownership right in the platform to the Customer.

K.2 Customer's License to Use the Service

Subject to your compliance with this Agreement and timely payment of applicable fees, Distrio grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your own commercial purposes as a music producer operating a storefront on the platform.

K.3 No Transfer of Platform Ownership

The Customer does not acquire any ownership interest in the underlying software, infrastructure, or intellectual property of Distrio by virtue of using the Service. No source code or proprietary technology is transferred to the Customer under any circumstances.

K.4 Feedback

If you provide Distrio with feedback, suggestions, or ideas regarding the Service, you grant Distrio the right to use such feedback freely and without compensation for any purpose, including improving the Service.

L. Open-Source Components

The Distrio platform may incorporate open-source software components. Where such components are used, they remain subject to their respective open-source licenses. Distrio's use of such components does not restrict any rights granted to users under those open-source licenses. Relevant license texts and attribution notices are made available in accordance with the requirements of the applicable open-source licenses.

Nothing in this Agreement purports to limit rights granted to any party under any open-source license beyond what those licenses themselves permit.

M. Termination and Suspension

M.1 Termination by Customer

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of the paid period. No refund will be issued for any remaining unused time.

M.2 Termination by Distrio

Distrio may terminate this Agreement and your access to the Service with reasonable notice if you materially breach this Agreement and fail to remedy the breach within a reasonable period after being notified.

Distrio may terminate this Agreement immediately and without notice in cases of severe or repeated violations, including but not limited to: illegal activity, serious security threats, fraudulent use, or non-payment following a grace period.

M.3 Consequences of Termination

Upon termination, your right to access and use the Service ceases immediately. Distrio will retain your data for a limited period following termination to allow for data export, as described in Section N, after which data will be deleted in accordance with Distrio's data retention practices and applicable law.

N. Data Export and Return

N.1 Export Period

Following termination or expiry of your account, Distrio will make your Customer Content and associated data available for export for a period of at least 30 days. After this period, Distrio reserves the right to permanently delete your data.

N.2 Format and Process

Data export will be made available in a standard, machine-readable format where technically practicable. Distrio will communicate the available export method at the time of account termination or upon request.

N.3 No Additional Charge

Distrio does not charge any additional fee for standard data export within the above period. Distrio reserves the right to charge reasonable fees for extraordinary data recovery requests outside the standard process.

O. Changes to These Terms

O.1 Right to Amend

Distrio reserves the right to amend these Terms and Conditions at any time. Changes will be communicated to Customers by email or by prominent notice within the platform.

O.2 Notice Period

For material changes, Distrio will provide at least 30 days' notice before the new terms take effect. Changes that are required for legal compliance, security, or to reflect new features may take effect with shorter notice where necessary.

O.3 Right to Object

If you do not agree with a material change, you may terminate your account before the new terms take effect. Where applicable law grants you additional rights to object, those rights are unaffected.

O.4 Continued Use

Continued use of the Service after the effective date of any amendments constitutes your acceptance of the updated Terms. It is your responsibility to review these Terms periodically.

P. Governing Law and Jurisdiction

P.1 Governing Law

This Agreement is governed by the laws of the Federal Republic of Germany, excluding its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Where mandatory consumer protection laws in the Customer's country of residence provide greater protection, those laws shall apply to the extent required.

P.2 Jurisdiction

To the extent permitted by applicable law, any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts competent under German law. For Customers who qualify as consumers under applicable law, mandatory provisions regarding jurisdiction in the Customer's country of residence shall take precedence.

Q. General Provisions

Q.1 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from the Agreement. The remaining provisions shall continue in full force and effect.

Q.2 Order of Precedence

In the event of any conflict between these Terms and any other document or communication, these Terms shall take precedence unless Distrio has entered into a separate written agreement with the Customer expressly superseding them.

Q.3 Entire Agreement

This Agreement, together with the Privacy Policy and any plan-specific terms, constitutes the entire agreement between you and Distrio with respect to the Service and supersedes all prior or contemporaneous communications, representations, or agreements.

Q.4 No Waiver

Distrio's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

Q.5 Language

This Agreement is made in the English language. If Distrio provides a translation of this Agreement, the English version shall prevail in the event of any conflict or discrepancy.

Q.6 Contact

For any questions regarding these Terms and Conditions, please contact Distrio via the contact details provided on the Distrio website.