Terms & Conditions
Distribution Agreement
RTHM DISTRIBUTION LLC
Last Updated: 30 March 2026
Welcome to RTHM Distribution. By using the RTHM Distribution platform and services, the Artist agrees to the following terms and conditions. Please read them carefully before uploading or managing music through the platform. These terms govern the relationship between each Artist and RTHM Distribution LLC, a Delaware limited liability company ("RTHM," "the Company," "we," "our," or "us").
1. Who We Are
RTHM Distribution is a digital music distribution service that enables independent artists, labels, and creators to distribute their music to major digital platforms worldwide. Our services operate through a white-label infrastructure provided by a third-party backend technology partner. RTHM acts as the Artist's distribution and collections representative and does not acquire ownership of any master recordings or underlying copyrights.
2. Eligibility
To use RTHM, the Artist must:
(a) be at least 18 years of age, or have verifiable parental or guardian consent if under 18;
(b) own or control all rights necessary to upload and distribute the content submitted; and
(c) provide accurate and up-to-date registration information at all times.
3. Grant of Rights
The Artist grants the Company the non-exclusive right to:
(a) distribute, reproduce, and otherwise exploit the master recordings uploaded by the Artist to the Company's platform (collectively, the "Covered Works") to digital service providers ("DSPs") and any other channels approved by the Company in its sole discretion; and
(b) collect and administer all income derived from the foregoing.
All ownership of master rights remains with the Artist. The Company's rights are strictly limited to the services outlined in these terms. The Artist confirms that they have the authority to grant the distribution rights described above and that the Covered Works do not infringe any third-party intellectual property rights.
4. Distribution and Platform Delivery
The Company will use commercially reasonable efforts to deliver the Artist's music to major DSPs available through the Company's distribution infrastructure, which currently includes over 240 platforms such as Spotify, Apple Music, YouTube Music, and Amazon Music. The Company makes no guarantee as to the specific DSPs available at any given time, and the DSP network may be updated or changed at the Company's discretion. The Company will also use commercially reasonable efforts to ensure accurate metadata formatting, encoding, and scheduling.
The Company reserves the right to reject or remove content that violates copyright law, contains hate speech, explicit illegal content, facilitates stream manipulation or fraud, or otherwise breaches DSP guidelines or applicable law.
5. Distribution Fee and Payment Terms
5.1 Distribution Fee.
The Company shall charge a distribution fee of ten percent (10%) on all revenues actually received by the Company from DSPs for the exploitation of the Covered Works, less any taxes withheld at source, bank transfer fees, and any other third-party costs directly attributable to the collection of such revenues ("Net Receipts"). All percentages are calculated after third-party distribution fees. Where the Artist has received a Confirmed Offer Letter specifying a different distribution fee, that rate supersedes the ten percent (10%) default. Any excess or unauthorized fees must be resolved within fifteen (15) days or by migrating to an RTHM-approved partner distributor.
5.2 Payment Schedule.
Payments to the Artist will be made monthly, within forty-five (45) days after the end of the month in which Net Receipts are received, accompanied by royalty statements. Timing may vary depending on when DSPs release earnings to the Company. The Company shall provide online access to sales and streaming data, but such data is for informational purposes only and the royalty statement shall be the definitive record for payment.
5.3 Tax Obligations.
The Artist is solely responsible for all local tax obligations and filing requirements associated with earnings received under these terms. The Company does not provide tax advice and will not be liable for any tax liabilities arising from the Artist's use of the platform.
6. Royalty Splits and Collaborations
The Artist may assign royalty splits to collaborators within the RTHM artist dashboard. Once assigned, the Company will automatically distribute earnings in accordance with the percentages entered. The Artist is solely responsible for the accuracy of all split assignments. The Company is not responsible for disputes between collaborators regarding ownership, split percentages, or contributions, and shall have no liability arising from such disputes.
7. Royalty Collection and Reporting
7.1 Neighboring Rights Administration.
The Company is authorized to register the Covered Works with and collect royalties from collective management organizations and other entities responsible for administering neighboring or related rights arising from public performance, broadcast, or other authorized use of the sound recordings embodied in the Covered Works. All such royalties are deemed part of Net Receipts and are subject to the distribution fee and payment terms set out in these terms. The Artist shall execute any documents reasonably required to enable the Company to collect such royalties on the Artist's behalf.
7.2 Reporting.
The Company shall provide the Artist with online access to royalty statements and sales-data reporting through the artist portal. Royalty statements shall be the definitive record for payment. Any claim relating to a royalty statement must be made within twelve (12) months of the date of that statement, after which it shall be deemed final and binding.
8. Content Management
The Artist may schedule, update, or remove releases at any time through the artist dashboard. If the Artist decides to leave the platform or terminate their distribution agreement, the Artist may request takedowns of the catalog from DSPs. Takedowns are subject to the Post-Term Removal Period described in Section 9.3 and may take up to thirty (30) days to process fully across all DSPs.
9. Term
9.1 Initial Term.
The initial term begins on the date the Artist first uses the Company's distribution platform and continues for three (3) years, unless earlier terminated in accordance with these terms.
9.2 Renewal Term.
These terms automatically renew for successive three (3)-year periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.
9.3 Post-Term Removal Period.
Each Covered Work uploaded during the term remains subject to these terms for three (3) years from its upload date (the "Post-Term Removal Period"). The Artist may not remove a Covered Work until the expiration of its respective Post-Term Removal Period, and the Company's right to collect fees on Net Receipts for that Covered Work continues throughout the Post-Term Removal Period.
10. No Ownership of Works
The Company does not acquire or claim any ownership interest in the Covered Works or any underlying copyrights. The Artist retains full ownership and creative control of the Covered Works, provided that such control does not interfere with the Company's ability to perform its services under these terms. Nothing in these terms shall be construed as a transfer or assignment of ownership rights from the Artist to the Company.
11. Representations and Warranties
11.1 Artist's Warranties.
The Artist represents and warrants throughout the term that:
(a) the Artist has the full right, power, and authority to use the Company's platform and grant the rights described in these terms;
(b) the Covered Works are original and do not infringe any third-party rights, including any copyright, trademark, or right of publicity;
(c) the Artist has obtained all necessary clearances and paid all royalties due to all producers, musicians, and other contributors to the Covered Works; and
(d) the Artist will comply with all applicable laws and regulations.
11.2 Disclaimer.
The platform is provided on an "as-is" basis. The Company makes no warranties, express or implied, regarding the platform or its services beyond what is expressly stated in these terms.
12. Right of First Refusal
The Company and its affiliates, including RTHM Fund, shall have a first right of refusal to match or exceed any bona fide third-party offer of financing or advance relating to the exploitation or promotion of the Covered Works. The Artist shall promptly notify the Company in writing of any such offer and provide a copy of that offer for review. The Company shall have ten (10) business days from receipt of the notice to inform the Artist in writing of its decision to match or exceed the offer. If the Company declines, the Artist may proceed with the third party.
The Company shall also have a first right of refusal to match or exceed any bona fide offer made to the Artist by a third party for distribution services covering the Covered Works or any portion of the Artist's catalog distributed under these terms. The Artist shall provide prompt written notice of any such offer and allow the Company ten (10) business days to notify the Artist of its election to match or exceed the terms of that offer.
Any transaction entered into under this Section 12 shall be documented under a separate written agreement and shall not modify the distribution fee or payment terms of these terms.
13. Re-recording and Derivative Restrictions
13.1 Restrictions During the Term.
During the term, the Artist must not:
(a) authorize, permit, or enable any third party to re-record, remix, or re-release any Covered Works through any other distributor, label, or platform, in any version or arrangement, without the Company's prior written consent; and
(b) authorize or permit any third party to exploit, re-record, remix, edit, adapt, or distribute any derivative works of any Covered Works without the Company's prior written approval.
13.2 Scope of Restriction.
This restriction applies only to Covered Works that are actually uploaded to and distributed through the Company's platform and does not limit the Artist's right to distribute or exploit any other works through other channels not covered by these terms. For the avoidance of doubt, this restriction does not limit the Artist's right to authorize remixes, live performances, or derivative uses that do not involve exploitation through DSPs distributed by the Company.
14. Account Termination
14.1 Termination by the Company.
The Company may terminate these terms at any time and for any reason by providing at least ninety (90) days' written notice to the Artist. The Company may also terminate immediately upon written notice if the Artist:
(a) uploads fraudulent, infringing, or harmful content;
(b) engages in stream manipulation, fraud, or system abuse;
(c) breaches any material obligation under these terms; or
(d) acts in a manner that could reasonably be expected to harm the Company's business or reputation.
14.2 Effect of Termination.
Upon termination, the Company will use commercially reasonable efforts to initiate takedown of all Covered Works from DSPs, subject to each DSP's own processing timelines and the Post-Term Removal Period described in Section 9.3. The Artist remains responsible for all obligations and liabilities accrued before the effective date of termination. Termination does not affect any rights, remedies, or obligations that, by their nature or express terms, are intended to survive termination, including provisions relating to payment, ownership, confidentiality, indemnification, and dispute resolution.
15. Indemnification
The Artist must indemnify, defend, and hold harmless the Company and its affiliates, officers, and directors (each, an "Indemnified Party") from and against any third-party claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Artist's representations, warranties, or obligations under these terms.
Each Indemnified Party must promptly provide written notice of any claim for which indemnification is sought and must reasonably cooperate with the Artist in the defense of that claim. The Artist has the exclusive right to control the defense and settlement of any such claim, provided that no settlement may impose any admission of liability or obligation on the Indemnified Party without its prior written consent.
16. Limitation of Liability
Except for claims arising from a breach of confidentiality or indemnification obligations, or from a party's fraud or willful misconduct, neither party is liable to the other for any indirect, incidental, special, punitive, or consequential damages, including lost profits or business interruption. The Company is not responsible for delays or errors caused by external DSPs, payment providers, or its backend infrastructure partner. The Company's total aggregate liability under these terms for any claim is limited to the total distribution fees retained by the Company from the Covered Works that are the subject of the claim during the twelve (12) months immediately preceding the event giving rise to that claim.
17. Confidentiality
Each party must maintain the confidentiality of all non-public, proprietary, or sensitive information received from the other party in connection with these terms and must not disclose or use any such information except as required to perform its obligations or as required by law. Each party must ensure that its employees, contractors, and representatives comply with these confidentiality obligations.
18. Non-Solicitation
During the term and for two (2) years after its termination, the Artist shall not, directly or indirectly, solicit or induce any client, affiliate, investor, partner, or artist affiliated with the Company to cease doing business with the Company or to engage in a business relationship with a competing service. This restriction includes any individual or entity introduced to the Artist through the Company's platform or services.
19. Governing Law and Dispute Resolution
19.1 Governing Law.
These terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles.
19.2 Dispute Resolution.
The parties must first attempt in good faith to resolve any dispute arising out of or relating to these terms through informal negotiation. If the dispute is not resolved within thirty (30) days after written notice by either party, the matter must be submitted to binding arbitration in Wilmington, Delaware, before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. The prevailing party in any arbitration or action to enforce an arbitration award is entitled to recover its reasonable attorneys' fees and costs.
20. Assignment
Neither party may assign or transfer these terms without the prior written consent of the other party, except that the Company may assign without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business. Any unauthorized assignment is void.
21. Changes to These Terms
The Company may update these terms at any time by publishing a revised version at rthmdistribution.com with an updated "Last Updated" date. Continued use of the platform following the effective date of any revision constitutes the Artist's acceptance of the revised terms.
22. Marketing and Promotion
The Company may, from time to time, offer optional marketing, promotional, or publicity services to the Artist under separate written agreements and budgets mutually agreed upon by the parties. Such services shall not affect the distribution fee or payment terms under these terms.
23. General Provisions
These terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements or understandings, whether written or oral. There are no third-party beneficiaries. If any provision of these terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
24. Support and Contact
For any questions, disputes, or support issues, please contact the RTHM Distribution support team at: Help@RTHMDistribution.com