Terms and Conditions

1 THE PLATFORM

Introduction

These Terms of Service are a legal agreement between you (“You”) and Green Tea Distribution (“Distributor”, “we”, “us”, “our”). They govern how you use our platform and services to distribute your music.

By creating an account or using our services, you’re agreeing to these Terms. If you don’t agree, please don’t use the platform.

We’ve tried to keep these fair, clear, and artist-first. You still own your music – we just need certain rights to distribute it for you.

1. THE PLATFORM

1.1 Services

If you create an account and comply with these Terms, you can use our services.

You can choose which services you want to use. For example, you might only use Digital Distribution and not Support Services.

1.2 Changes

We may update or change the platform or services from time to time (for example, adding features, changing our DSP list, updating pricing, or retiring features).

Where changes are material and affect you in a meaningful way, we’ll try to give you reasonable notice via email and/or on the platform.

1.3 Intellectual Property (Our Stuff)

We (or our licensors) own all rights in the platform and services, including all intellectual property. You agree not to copy, distribute, modify, or create derivative works of the platform or our branding, except as we clearly allow.

2. DIGITAL DISTRIBUTION SERVICE

2.1 Application

(a) This section only applies if you use our Digital Distribution Service by delivering a Record Release via the platform. It stops applying 30 days after you remove all of your Record Releases (except for collecting any remaining income, see clause 4.1(b)).
(b) You can remove a Record Release from the platform at any time, for any reason. Please note it may take DSPs some time to remove it.

2.2 Appointment (Non-Exclusive)

While this section applies, you appoint us and our service partners as your non-exclusive agent in the Territory to:

(a) distribute your Record Releases through our Digital Distribution Service; and
(b) collect all income related to that distribution.

You can still work with other distributors if you wish, as long as you’re not breaching anyone else’s contract.

2.3 Licence (Non-Exclusive)

While this section applies, you grant us and our service partners a non-exclusive, sublicensable licence in the Territory to:

(a) distribute your Record Releases through our Digital Distribution Service; and
(b) reproduce, advertise, and publicize the marketing materials you provide in connection with those Record Releases.

2.4 Rights Needed to Distribute

To deliver your Record Releases properly, you grant us and our service partners the rights we reasonably need to:

  • distribute, reproduce, make available, communicate, promote, and otherwise use your Record Releases in digital music services; and
  • use your marketing materials and metadata in connection with that distribution.

We will not materially alter your releases without your approval, except for basic technical or timing edits needed for delivery.

2.5 Artist Approval

We will get your prior written consent for:

(a) any material alteration to a Record Release (other than standard edits for timing/format);
(b) compilation or sample licences above normal DSP compilations;
(c) marketing materials we create that go beyond standard usage (materials you provide are considered pre-approved); and
(d) sync licences (film, TV, ads, games), excluding basic promotional use by DSPs or ourselves.

2.6 Mechanical & Composition Rights

We only handle the digital distribution of your recordings. Unless we expressly agree otherwise in writing, we are not responsible for:

  • administering mechanical rights;
  • collecting songwriter/composition royalties; or
  • clearing composition-side permissions.

Where a DSP doesn’t take on those obligations, you are responsible for clearing and paying for those rights.

3. SUPPORT SERVICES

3.1 Application

This section only applies if you request Support Services (for example, marketing support, strategy, consulting) and ends once those services are provided.

3.2 Appointment & Rights

You appoint us and our service partners as your non-exclusive agent to obtain and deliver the Support Services you request. You grant us the rights we reasonably need to perform those services.

3.3 Artist Approval

We’ll obtain your prior approval for any Support Services that materially affect your releases, brand, or spend.

4. YOUR INCOME AND CHARGES

4.1 Payment of Income

(a) You authorize us and our service partners to:

  1. deduct and pay to service partners any fees/costs they charge that relate to your content;
  2. deduct and pay our agreed Service Charges (see clause 4.2);
  3. deduct transaction-related costs (bank fees, transfer fees, currency conversion costs, taxes we must withhold, etc.); and
  4. pay you the Net Receipts, provided your balance is over the minimum payout threshold stated on the platform.

(b) Income may continue to be generated after you remove releases or terminate this agreement (for example, from back-dated reporting by DSPs). We will continue to collect and pay out such income in line with these Terms, until no more income is being reported.

4.2 Service Charges

You agree to pay the following Service Charges, usually by deduction from your income:

  • Digital Distribution
    • Subscription or upload fee (where applicable), as shown at checkout
    • Commission on income, at the rate shown at checkout or otherwise clearly notified in advance
  • Support Services
    • Any Support Services charges we quote and you agree to beforehand.

We’ll always show Service Charges clearly on the platform and/or in your dashboard. If we change Service Charges, we’ll give you notice and the new charges will only apply going forward. If you continue using the services after a change takes effect, you’re accepting the new rates.

We have removed any prior “administration charges” tied to Streaming Fraud or Prohibited Releases. Instead, see clause 5 for how we handle fraud and problem content in a more limited and fair way.

5. STREAMING FRAUD, REJECTED RELEASES & REMOVAL

5.1 Streaming Fraud

(a) Streaming Fraud is strictly prohibited. That includes any activity that artificially inflates streams or downloads (for example: bots, click-farms, hacked accounts, fake profiles, or similar tactics).

(b) If we have a reasonable basis to suspect that a Record Release is involved in Streaming Fraud, we may:

  • temporarily withhold income connected to that release while we investigate;
  • request additional information from you; and/or
  • request that DSPs take appropriate action (including takedowns or adjustments).

(c) If a DSP or other partner charges us penalties, repayment, or similar amounts directly due to Streaming Fraud clearly linked to your releases, we may deduct those amounts from your income to the extent reasonably attributable to that fraud, and we’ll provide reasonable information about such deductions where we’re allowed to.

We won’t label something as fraud lightly – we’ll follow DSP rules and industry standards.

5.2 Rejected Releases (Quality & Policy)

We may decline or remove Record Releases that:

  • are purely “functional” audio (like white noise, nature sounds, etc.) where DSPs prohibit or penalize this;
  • appear to be high-risk fraud or spam (for example, obvious bulk noise uploads or fake artists created to game the system);
  • impersonate another artist or person in a way that breaches DSP or legal rules; or
  • don’t meet our or our partners’ minimum metadata or style guidelines.

Where commercially and legally possible, we’ll try to explain why something is rejected or taken down and give you a chance to fix it.

5.3 Removal

To protect the platform, DSP relationships, and legal compliance, we may remove Record Releases, marketing materials, or metadata where:

  • required by law or a court;
  • required by a DSP or partner; or
  • reasonably necessary to comply with our policies or these Terms.

We’ll usually give notice unless urgency or legal restrictions prevent us from doing so.

6. YOUR ACCOUNT

You agree that:

  • You’re responsible for your account and all activity using your login.
  • You won’t impersonate someone else or misrepresent your identity.
  • You’ll keep your account information accurate and up to date.
  • You’re responsible for the content you upload (Record Releases, marketing materials, and metadata).
  • Our platform is not a backup service – please keep your own copies of your files. We may remove old or unnecessary files from our systems over time.
  • You won’t attempt to hack, overload, scrape, or reverse engineer the platform in ways we have not allowed.
  • You won’t interfere with other users’ ability to use the platform or help others break these rules.

We may suspend or close accounts in serious cases of breach, fraud, or abuse, but we’ll act reasonably and proportionately.

7. YOUR REPRESENTATIONS

You promise to us that:

  • You either own, or have all the rights needed to use and distribute, the Record Releases you upload.
  • Our and our partners’ normal use of your music and materials under these Terms won’t infringe anyone else’s rights.
  • You’ve obtained all necessary consents (including from performers, co-owners, etc.) and you’re not in conflict with other exclusive deals that would make our work infringing.
  • Your content doesn’t contain clearly illegal or harmful material (for example, content that clearly breaches hate crime, harassment, or incitement laws in relevant territories).
  • You won’t intentionally do anything to bypass or interfere with how we provide the services.

We rely on these promises to operate the service.

8. TERM & TERMINATION

8.1 Duration

These Terms start when you create and verify your account and continue until ended by you or us, as described below.

8.2 Termination

You or we can terminate these Terms at any time by written notice (email is sufficient).

8.3 After Termination

Certain clauses will still apply as long as they’re needed to handle outstanding payments, disputes, and rights already granted – including those relating to income and charges, fraud and removals, your account responsibilities, your representations, liability, privacy, and general terms.

9. LIABILITY

9.1 Indemnity (Narrowed)

To the extent allowed by law, you agree to reimburse us and our service partners for reasonable losses, costs, or claims that directly arise from:

  • your material breach of these Terms;
  • proven Streaming Fraud clearly linked to your releases; or
  • your content clearly infringing someone else’s rights where we relied on your promises.

We’ll act reasonably, keep you informed where possible, and only pass on amounts that are actually incurred and attributable to your actions or content.

9.2 Disclaimer

We provide the platform and services on an “as is” and “as available” basis. We can’t promise:

  • uninterrupted service;
  • that everything will always be error-free; or
  • that the platform will work perfectly with every device or setup.

We’ll act reasonably to fix issues, but we don’t give any additional warranties beyond what the law requires and what we’ve expressly stated here.

9.3 Limitation of Liability

To the extent allowed by law:

  • Our liability is limited, at our choice, to re-supplying the services or paying the cost of re-supplying them.
  • We’re not liable for indirect or special losses like lost profits, loss of data, or loss of goodwill.

Nothing in these Terms limits liability that cannot be limited by law (for example, certain consumer rights).

9.4 Your Intellectual Property

We’re not responsible for infringement of your rights by third parties (like piracy). We’ll reasonably cooperate where we can, but we’re not liable for what third parties do.

10. PRIVACY

(a) By using the platform, you agree that we may collect, use, and handle your personal information in line with our Privacy Policy (as updated from time to time), which forms part of these Terms.

(b) If you give us someone else’s personal information, you confirm you have told them and have any necessary permissions to share it with us for our services.

11. GENERAL TERMS

11.1 Changes to These Terms

We may update these Terms and our policies from time to time. When we make material changes, we’ll notify you (for example, by email or via the platform). If you keep using the platform after changes take effect, you’re accepting the updated Terms.

Any bespoke changes must be agreed in writing and signed by us.

11.2 Policies

By agreeing to these Terms, you also agree to follow our policies (for example, content and metadata guidelines) published on the platform. Breaking those policies is treated as breaking these Terms.

11.3 Relationship

Nothing here creates a partnership, joint venture, or employment relationship between you and us.

11.4 Taxes

Our fees and charges are generally exclusive of taxes. Where we’re required to add or collect taxes, you agree to pay those in addition.

11.5 Assignment

You can’t transfer your rights or obligations under these Terms without our consent. We may assign or transfer our rights and obligations (for example, to a group company or buyer of the business) as long as the new party honors these Terms.

11.6 Automated Access

Automated access (bots, scripts, etc.) is subject to these Terms. No automated access should be used unless the person responsible has agreed to these Terms.

11.7 Severability

If any part of these Terms is found invalid or unenforceable in a particular place, the rest still applies.

11.8 Governing Law & Disputes

These Terms are governed by the laws of California. Any disputes should be brought in the courts of that jurisdiction, unless applicable law requires otherwise.

We encourage you to contact us first so we can try to resolve issues informally.

11.9 Entire Agreement

These Terms, together with the policies and documents specifically referred to in them, are the entire agreement between you and us about the platform and services and replace any prior understandings.

11.10 Effective Date

These Terms are effective from 1 November 2023 (or as updated from time to time).

12. DEFINITIONS

Account – your online account used to access the platform and services.

Digital Distribution Service – the digital distribution of Record Releases by distributing a Record Release through a Digital Service Provider that makes the Record Release available to end users via downloading and/or streaming services.

Digital Service Provider (DSP) – music downloading and streaming services and organizations that make Record Releases available to end users (e.g., Spotify, Apple Music, etc.).

Deliver – uploading or otherwise providing a Record Release to the platform in a way we actually receive it and it meets our current submission requirements (including technical and metadata guidelines).

Distributor – Green Tea Distribution.

End User – any person who accesses a Record Release through a Digital Service Provider for personal use.

Income – all royalties and other revenue collected by us or our service partners on your behalf in connection with these Terms, including (without limitation) from your use of the Digital Distribution Service and any paid Support Services that generate income.

Law – any applicable laws, regulations, rules, or official requirements in a relevant jurisdiction.

Marketing Materials – artwork, biographies, likeness, photographs, production parts, bonus content, and other materials created to promote or market a Record Release.

Metadata – digital information about a Record Release, including (without limitation) artist names, songwriter details, titles, descriptions, lyrics, pricing, concert info, and other related information.

Net Receipts – the balance of Income received by us after deducting:

  • service partner fees/costs;
  • applicable taxes we must deduct; and
  • transaction fees, currency conversion costs, and any other agreed deductions.

Platform – our online, web-based applications, platforms, or websites for the provision of the services.

Record Release – a musical sound recording, including:

  • all versions or derivatives of that recording (remixes, live versions, edits, etc.);
  • associated Metadata; and
  • associated Marketing Materials.

Service Charges – the charges described in clause 4.2, as updated from time to time.

Service Partners – any third-party provider or sub-agent engaged by us in connection with these Terms, including (without limitation) Digital Service Providers.

Streaming Fraud – activities that fraudulently, artificially, or abnormally increase, manipulate, or distort the volume of streaming or downloads of a Record Release (for example, bots, click-farms, fake accounts, hacked devices, or similar tactics).

Support Services – optional services for the development, promotion, or commercialization of Record Releases that we may offer from time to time (such as marketing or strategy support).

Territory – the countries or territories you select when delivering a Record Release (if you don’t select, it’s deemed to be worldwide).

You – any person who accesses the platform and/or services, regardless of whether that person is identified to us.