RHYTOPIA Terms of Use & Platform Agreements

By creating an account, signing in, browsing content beyond the public landing page, uploading or downloading any asset, publishing to the Marketplace or Explore feeds, using any studio tool (Create, Mixer, Transposition), transacting through the wallet or payment systems, or using the Platform in any other way, you (a) accept and agree to be legally bound by this Agreement in full, (b) confirm you have had the opportunity to read and understand it, and (c) consent to the electronic record-keeping of your acceptance, including timestamp, version, and network information.

IF YOU DO NOT AGREE TO ANY PART OF THIS AGREEMENT, YOU MUST NOT USE THE PLATFORM. Your only recourse is to discontinue use immediately and, if you have an account, to request its deletion.

Your acceptance is recorded against the version of this Agreement in force at the time you accept. When we update the Agreement (see Section 3), you must accept the new version to continue using the Platform. Continuing to use the Platform after an update is posted also constitutes acceptance of the updated Agreement, even if you did not click an explicit acceptance control.

You must be at least sixteen (16) years old to create an account and use the Platform. To publish content, list items on the Marketplace, receive payments, or withdraw earnings, you represent that you are at least eighteen (18) years old (or the age of legal majority in your jurisdiction) and legally capable of entering into binding contracts, including this one.

You are responsible for the accuracy of the information you provide, for safeguarding your credentials, and for all activity that occurs under your account. You may not share an account between multiple people, impersonate any person or entity, or misrepresent your identity, affiliation, or location. You must notify us immediately of any unauthorized account use.

We may, at our sole discretion and without liability, refuse registration, suspend, restrict, or permanently revoke any account that violates this Agreement, that we believe is associated with fraudulent, infringing, or abusive activity, or that creates risk or legal exposure for the Platform or its users.

We may modify this Agreement at any time by posting the updated version at rhytopia.app/terms (or the Platform's then-current terms URL) and updating the version identifier and effective date. Material changes will be surfaced through the acceptance gate before you continue using the Platform. It is your responsibility to review the current version each time you use the Platform.

We may also modify, suspend, discontinue, or remove any part of the Platform - including any studio tool, community feature, payment flow, or marketplace function - at any time, with or without notice, without incurring liability to you. Nothing in this Agreement creates a commitment by us to maintain any particular feature, availability level, or earnings opportunity.

Subject to your compliance with this Agreement, we grant you a personal, limited, revocable, non-exclusive, non-transferable license to access and use the Platform for its intended purposes. This license is not a sale, it may be revoked at any time for any breach, and it confers no ownership or equity interest of any kind in the Platform.

YOU USE THE PLATFORM ENTIRELY AT YOUR OWN RISK. The Platform is provided for creative collaboration and content distribution, and while we work to make it valuable and reliable, we do not promise that it will be uninterrupted, error-free, secure, bug-free, or continuously available. Features may contain defects; uploads may fail; automated systems (including fingerprinting, matching, attribution, and royalty calculations) may produce inaccurate results; and content may be lost. You are solely responsible for maintaining your own backups and records of anything you store on the Platform.

You agree that your use of the Platform, your reliance on any content, tool, transaction, or output, and your interactions with other users are solely at your own risk and that you waive any claim against us arising from such use, reliance, or interaction except to the narrow extent expressly preserved by applicable non-waivable law.

You retain all ownership of the intellectual property in the content you create and upload ("User Content"). By uploading, publishing, or transmitting User Content on or through the Platform, you grant RHYTOPIA a worldwide, non-exclusive, royalty-free license to host, store, reproduce, adapt (including transcoding, waveform generation, and fingerprint extraction), publicly display, publicly perform (including streaming), and distribute that User Content solely as reasonably necessary to operate, promote, and improve the Platform's features - including the Marketplace, Explore feeds, preview players, stem bundles, attribution systems, and royalty infrastructure. This license survives while the content is hosted on the Platform and does not transfer ownership to us.

You are solely and fully responsible for your User Content and for all consequences of publishing it. You represent and warrant that your User Content complies with this Agreement - in particular the Non-AI Content Agreement (Section 6) and the Copyright Respect Agreement (Section 7) - and that it does not violate any law or any third party's rights.

We do not pre-screen User Content and we are not its publisher or author. We may, however, refuse, hide, restrict, or remove any User Content, and suspend or revoke accounts, at our sole discretion where we believe content violates this Agreement, infringes rights, exposes us or users to legal risk, or harms the community.

Where the Platform's fingerprinting and attribution systems credit you as the original creator of an asset used in another user's work, that attribution record - and any royalty agreement it creates - reflects automated technical matching. While we tune these systems for accuracy, you acknowledge they may produce false positives or false negatives, and you agree to raise disputes through the Platform's support and claims processes rather than through litigation against us (see Section 17).

This section is the Non-AI Content Agreement. The Platform exists to elevate human creativity, and its community relies on honest signals about how content is made. You agree to the following binding certifications and obligations.

CERTIFICATION OF HUMAN AUTHORSHIP. When you publish content on the Platform - or label, describe, market, or vote on content as human-made - you certify that the substantive creative work (composition, performance, production, arrangement, writing, or visual creation, as applicable) was authored by identified human beings, and that you are entitled to make that certification.

DUTY OF DISCLOSURE. If any element of your content was generated by or materially derived from generative artificial intelligence, machine-learning systems, or automated composition tools, you must disclose that fact honestly in the content's description or metadata at the time of publication. The Platform provides human-made and AI-assisted signals; deliberately choosing or implying the wrong signal is a breach of this Agreement.

NO MISREPRESENTATION. You must not (a) present AI-generated works as human-made; (b) use AI tools to mass-produce, spam, or flood the Marketplace or Explore feeds; (c) use AI to imitate the style, voice, or likeness of another identifiable creator without their consent; (d) manipulate voting, reputation, trending, or attribution systems; or (e) assist others in doing any of the foregoing.

VERIFICATION. The Platform may use automated and human review - including audio analysis, community voting, machine classifiers, and manual inspection - to assess whether content complies with this section. You consent to such review of your uploads as a condition of publishing.

CONSEQUENCES OF MISREPRESENTATION. Misrepresenting AI-generated content as human-made is treated as fraud against the Platform and its community. In addition to the penalties in Section 9, it voids any earnings attributable to the misrepresented content, and we may divert, claw back, or cancel royalties, wallet balances, and payouts associated with it.

This section is the Copyright Respect Agreement. The Platform's value depends on creators trusting that their work is respected. You agree to the following binding warranties and obligations.

RIGHTS WARRANTY. You warrant that, for every asset you upload, publish, list, sell, or incorporate into a derivative work on the Platform - including instrumentals, stems, vocals, samples, loops, recordings, and images - you either (a) own all intellectual property rights in the asset outright, or (b) hold a valid, current, and sufficient license or clearance for every use you make of it on the Platform, including commercial sale and distribution. You further warrant that your use does not infringe any copyright, trademark, patent, trade secret, privacy, publicity, or other right of any person, and that you will honor all license terms attached to any third-party material you use.

NO UNAUTHORIZED UPLOADS. You must not upload, distribute, or sell content you do not have the right to use - including leaked, pirated, scraped, or "borrowed" material - and you must not remove, alter, or circumvent attribution, watermarking, fingerprinting, or rights-management information attached to any content.

FINGERPRINTING AND ATTRIBUTION CONSENT. The Platform automatically generates audio fingerprints for published assets and detects those fingerprints when assets are re-used or re-uploaded, crediting original creators and routing royalties to them. By publishing content you accept the benefits and the obligations of this system: you consent to your published assets being fingerprinted and matched; you agree to credit and compensate original creators when their fingerprinted assets are detected in your uploads; and you acknowledge that purchases grant you usage rights only - never authorship or original-creator attribution.

INTELLECTUAL PROPERTY CLAIMS PROCESS. If you believe content on the Platform infringes your rights, submit a claim through the Platform's copyright claims process with sufficient detail for us to identify the material and verify your ownership. We will investigate and, where appropriate, remove or disable the material, notify the uploader, credit or divert royalties to the verified rights holder, and terminate repeat infringers. Knowingly submitting a false claim is itself a violation of this Agreement.

REPEAT INFRINGERS. Accounts that are the subject of repeated or serious infringement findings will be permanently revoked, all pending earnings and wallet balances forfeited, and the account holder banned from re-registration.

In addition to the obligations above, you must not, and must not attempt to:

We may enforce this Agreement through any combination of the measures below, chosen at our sole discretion based on the nature and severity of the violation. Enforcement may be automated (triggered by fingerprint matching, claims, voting signals, or abuse detection) or manual, and may be applied without prior notice where we deem it necessary to protect users, third parties, or the Platform.

CONTENT-LEVEL: warnings; removal or hiding of content; cancellation of listings; reversal of purchases and licenses; re-attribution of content to verified original creators; and removal of illegitimately obtained votes, reputation, or trending placement.

EARNINGS-LEVEL: reduction of an account to zero future earnings eligibility; withholding of pending payouts; clawback or forfeiture of wallet balances attributable to violating content; diversion of royalties and sale proceeds to the injured original creator or rights holder; and cancellation of subscription benefits without refund. You expressly agree that earnings, wallet balances, and royalties contingent on violating content are void, and that forfeiture of such amounts is liquidated compensation to the injured party and the Platform - not a penalty you may challenge as excessive.

ACCOUNT-LEVEL: temporary suspension; permanent revocation of the account and all associated accounts; permanent ban on re-registration (including by blocking identifiers, payment instruments, and devices); and termination of all licenses granted to you under this Agreement.

REFUNDS: fees paid (including subscription fees) are non-refundable when enforcement is applied. Where a buyer is the injured party, refunds are issued at our sole discretion through the payment provider, subject to the provider's own policies.

PRESERVATION AND DISCLOSURE: we preserve records of violations - including identity, payment, transaction, fingerprint-match, and acceptance records - and may disclose them to law enforcement, regulators, payment providers, or injured parties, or as otherwise required by law.

NO LIABILITY FOR ENFORCEMENT: you agree that we bear no liability for any enforcement action taken in good faith, including where a violation determination is later disputed, and that your exclusive remedy for a good-faith enforcement dispute is the appeals process described below. If you believe an enforcement action was mistaken, you may submit one written appeal through Platform support with evidence; our decision on appeal is final.

The Platform facilitates the sale, licensing, and monetization of User Content through third-party payment providers (such as Paystack) and internal wallet and royalty infrastructure. These flows are provided for the convenience of creators and carry no guarantee of earnings, sales, or payout timing. Marketplace demand, pricing, discovery, and ranking are inherently variable and outside our control.

Earnings from sales are contingent on full compliance with this Agreement. Platform commissions, processing fees, minimum transaction and payout thresholds, currency conversions, and provider policies apply as displayed at the time of each transaction and may change. You are solely responsible for all taxes on your earnings and for the accuracy of your payout details. We may withhold, freeze, or reverse payments where required by law, by payment providers, by suspected fraud or infringement, or under Section 9.

Wallet balances represent a claim against the Platform contingent on compliance; they are not bank deposits, are not insured, do not accrue interest, and may be forfeited under Section 9. Royalty amounts are computed automatically from fingerprint attribution and royalty agreements; while we strive for accuracy, automated computations may be corrected retroactively where demonstrably wrong.

Subscriptions grant access to platform features only. They are billed through the payment provider, renew automatically unless cancelled, and may be cancelled at any time with effect at the end of the current billing period.

The Platform - including its software, design, branding, fingerprints and matching infrastructure, aggregation of content, and all materials we create - is owned by RHYTOPIA and its licensors and is protected by intellectual property laws. Except for the limited license in Section 4 and your own User Content, nothing in this Agreement transfers any Platform rights to you. You may not use our name, marks, or content for commercial purposes without written permission.

Our collection and handling of personal data is described in our Privacy Notice, which is incorporated into this Agreement by reference. For clarity: to operate attribution and anti-abuse systems, we process account data, transaction data, technical signals (including IP address and device information, recorded with your terms acceptance and platform activity), audio fingerprints of published assets, and community signals. We disclose data where required by law or where necessary for enforcement (Section 9).

Do not upload or transmit personal information about other people - including voice recordings, images, or locations identifying third parties - without their consent, and respect all privacy settings users apply to their location and availability information.

The Platform integrates third-party services (including payment processors, cloud infrastructure, analytics, and audio processing libraries) and may display or link to third-party content. We do not control and are not responsible for third-party services, content, availability, security practices, or policies. Your use of third-party services is governed solely by the agreements between you and them, and any dispute with them must be resolved directly with them.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT, TOOLS, SERVICES, ATTRIBUTION RECORDS, FINGERPRINT MATCHES, ROYALTY CALCULATIONS, AND MATERIALS ON IT ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE - INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, OR UNINTERRUPTED OPERATION.

WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT EARNINGS WILL MATERIALIZE, THAT FINGERPRINT MATCHES AND ATTRIBUTION WILL BE ERROR-FREE, THAT CONTENT IS ORIGINAL OR LICENSED AS ITS UPLOADER CLAIMS, OR THAT DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT CONTENT REFLECTS ITS CREATORS' REPRESENTATIONS, NOT OURS.

YOU ASSUME ALL RISK OF USE OF THE PLATFORM AND ITS CONTENT, INCLUDING FINANCIAL RISK, TECHNICAL RISK, LEGAL RISK FROM YOUR OWN UPLOADS, AND RISK OF INTERACTING WITH OTHER USERS. Some jurisdictions do not allow certain disclaimers; in those jurisdictions, our liability is limited to the maximum extent such law permits, and the remaining provisions survive.

TO THE FULLEST EXTENT PERMITTED BY LAW: (a) RHYTOPIA, ITS OWNER, OPERATORS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, EARNINGS, ROYALTIES, DATA, GOODWILL, OR OPPORTUNITY, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS (US$100) OR THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

YOU ACCEPT THIS LIMITATION AS THE BASIS OF THE BARGAIN AND AS AN ALLOCATION OF RISK BETWEEN US THAT IS REFLECTED IN THE PLATFORM'S AVAILABILITY AT NO OR LOW COST. The limitations in this section apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and survive termination of this Agreement. Nothing in this Agreement excludes liability that cannot lawfully be excluded in your jurisdiction.

To the fullest extent permitted by law, you release RHYTOPIA, its owners, operators, employees, contractors, and licensors from any claims, demands, and damages (actual and consequential) of every kind arising from or in any way connected with your use of the Platform, your User Content, your dealings with other users, or your breach of this Agreement.

You will defend, indemnify, and hold harmless RHYTOPIA and the parties above from and against any third-party claims, actions, demands, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your User Content or your use of the Platform; (b) your violation of this Agreement, of any third-party right, or of any law; (c) your misrepresentation of AI-generated content as human-made; (d) any infringement claim concerning assets you uploaded, sold, or incorporated into derivative works; and (e) your violation of the Non-AI Content Agreement or Copyright Respect Agreement. We reserve the right, at our own expense, to assume the exclusive defense of any matter for which you are indemnifying us, and you will cooperate fully with that defense.

INFORMAL RESOLUTION FIRST. Before initiating formal proceedings, you and we will first attempt in good faith to resolve any dispute through the Platform's support and appeals processes for at least thirty (30) days.

BINDING ARBITRATION. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform - including existence, validity, or termination issues - that cannot be resolved informally will be resolved exclusively and finally by binding individual arbitration administered under the rules of a recognized arbitration body designated by us (or, if none is designated, by a single mutually acceptable arbitrator), rather than in court, except where you believe in good faith that we have violated non-waivable consumer-protection law and you submit the dispute to a governmental regulator first.

NO CLASS ACTIONS. YOU AND WE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING, AND THAT THE ARBITRATOR MAY AWARD RELIEF ONLY ON AN INDIVIDUAL BASIS. THE WAIVER OF CLASS PROCEEDINGS IS A MATERIAL TERM OF THIS AGREEMENT. IF IT IS UNENFORCEABLE FOR A GIVEN CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) MAY PROCEED IN THE SMALL-CLAIMS COURT OF A COMPETENT JURISDICTION; ALL OTHER DISPUTES REMAIN IN ARBITRATION.

GOVERNING LAW AND VENUE. This Agreement is governed by the laws of the State of Delaware, United States of America, without regard to conflict-of-law rules, and the seat of any arbitration (and venue of any permitted court proceeding) will be designated by us at the time of the dispute, acting reasonably. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

STATUTE OF LIMITATIONS. You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform must be filed within one (1) year after the event giving rise to it, or it is permanently barred.

EQUITABLE RELIEF. We may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, or the Platform, without waiving arbitration of anything else.

This Agreement applies while you use the Platform and continues until terminated. You may stop using the Platform at any time and may request account deletion; deletion may be delayed where we must preserve records for legal, enforcement, audit, or dispute purposes.

We may terminate or suspend your access at any time, for any reason (including no reason), with or without notice, and without liability to you. Upon termination for your breach, all licenses granted to you end, pending earnings and wallet balances may be forfeited under Section 9, and Sections 1, 5–22 (including arbitration and liability limits) survive.

You consent to receive all communications from the Platform electronically - including notices, enforcement decisions, and Agreement updates - via in-Platform notifications or the email address on your account. Electronic communications satisfy any legal communication requirement.

Your click of an acceptance control, continued use of the Platform, and any other affirmative electronic act constitute your legal electronic signature and execution of this Agreement, equivalent to a handwritten signature, and you waive any objection to the enforceability of electronic records and signatures.

You represent that your use of the Platform complies with all laws applicable to you, including sanctions, anti-corruption, and export-control laws, and that you are not located in, or a national of, any jurisdiction subject to comprehensive sanctions that would prohibit your use. Payments are subject to payment-provider and anti-fraud screening.

SEVERABILITY: if any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary (or struck) and the remainder stays in force - and the parties will substitute a valid provision that most closely reflects the original intent.

WAIVER: our failure to enforce any right is not a waiver of it; a waiver is effective only if written and signed by us, and applies only to the specific instance.

ASSIGNMENT: you may not assign this Agreement or your account without our written consent; we may assign it freely (including in connection with a merger, acquisition, or asset sale), with notice.

ENTIRE AGREEMENT: this Agreement (with the Privacy Notice) is the entire agreement between the parties regarding the Platform and supersedes all prior or contemporaneous understandings. Where a specific transaction carries additional terms (for example, a license purchased in the Marketplace), those terms govern that transaction; this Agreement governs everything else.

TRANSLATIONS: where the Platform offers translations of this Agreement, the English version controls.

QUESTIONS: contact legal@rhytopia.app with any questions about this Agreement.