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Terms, Conditions and Distribution Services Agreement

Last updated: June 2026

1. Definitions and Interpretation

For the purposes of this Agreement, the following definitions shall apply: (a) Sound Recording: Any fixation of sounds of a performance or of other sounds; (b) Underlying Composition: The musical work (lyrics and/or music) fixed in the Sound Recording; (c) DSP: Digital Service Providers (e.g., Spotify, Apple Music, YouTube Music, Amazon Music); (d) UGC Networks: User-Generated Content platforms (including YouTube, Facebook, Instagram, TikTok, and other similar services now known or hereafter invented) that allow the uploading of content by third parties; (e) Net Revenues: Amounts actually collected by 1M Music from DSPs and UGC Networks, after deducting taxes, bank fees, distribution costs, and any directly attributable expenses.

2. Binding Nature and Acceptance

THIS DOCUMENT CONSTITUTES A LEGALLY ENFORCEABLE INSTRUMENT REGULATING THE CONTRACTUAL RELATIONSHIP BETWEEN YOU AND 1M MUSIC. By interacting with our platform or contracting our services, you ratify your full and irrevocable consent to the terms described herein. If you are acting on behalf of an artist, musical group, record label, or corporate entity, you represent and warrant that you have sufficient legal authority to bind such party; in such case, the term "User" shall refer to the entity or collective represented. Given the legal relevance of this contract, we urge you to conduct an exhaustive review and obtain independent professional advice before proceeding. The use of any 1M Music service implies tacit acceptance of these conditions; if you do not agree with all the clauses, you must immediately refrain from using our infrastructure and services.

3. Contractual Integrity and Complementary Documents

This Agreement does not operate in isolation. Your relationship with 1M Music is governed by a comprehensive legal ecosystem that includes: (a) our Privacy Policy; (b) our Cookie Policy; and (c) our Copyright Policy. You acknowledge that these documents form an indivisible part of your contract with us. In the event of an interpretive discrepancy between this Master Agreement and the aforementioned policies, the provisions established herein shall always prevail, unless explicitly indicated otherwise.

4. Eligibility and Account Registration

To be a Member of 1M Music, the User must be at least 18 years old (or the age of majority in their jurisdiction). The User is responsible for maintaining the security of their account and password. Any activity performed under your profile will be deemed authorized by you. 1M Music reserves the right to refuse any registration request or cancel existing accounts without prior notice if false information or fraudulent behavior is detected.

5. Acceptable Use of the Platform

The User agrees to use the platform only for lawful purposes and in accordance with this Agreement. The following are prohibited: (a) attempting to breach the security of 1M Music servers; (b) using automated processes (scraping, bots) to extract data; (c) uploading malicious content or viruses; (d) interfering with other users' access. Failure to comply with these rules of conduct will result in the immediate suspension of membership privileges.

6. Description of Services

1M Music acts as a comprehensive music services platform including, but not limited to: digital distribution of sound recordings, copyright management, UGC Networks monetization, promotion services, marketing, artistic consulting, and metadata administration. The Company reserves the right to modify or discontinue any aspect of the service at any time to optimize their quality.

7. Grant of Distribution and Monetization Rights

The User grants 1M Music an exclusive license to distribute, reproduce, display, transmit, publicly communicate, and monetize (including fingerprinting management) their sound recordings, musical compositions, and associated visual arts across all existing or future DSPs, UGC Networks, and streaming services.

Eligibility for Fingerprinting Systems (YouTube Content ID, etc.): To activate monetization through automatic fingerprint claiming systems, the User must own 100% of the exclusive rights to the sound recording and the composition. It is strictly prohibited to activate fingerprinting systems for content that includes non-exclusive royalty-free samples (such as Splice or Looperman loops), common or leased non-exclusive beats, or public domain material. Violation of this rule will authorize 1M Music to immediately deactivate Content ID services and retain accumulated funds for such release.

8. Territorial Scope

The rights granted under this agreement are global (**Worldwide Territory**). 1M Music agrees to use its best commercial efforts to ensure that the content is available in as many markets and territories as possible through its global network of distribution partners.

9. Term and Rights Periods

For each delivered Recording or Album, the Rights Period will begin on the date of its initial commercial release. This period will have a mandatory minimum duration of twenty-four (24) months (the "Initial Period"), thus guaranteeing the stability necessary for marketing strategies and algorithmic positioning.

10. Automatic Renewal

Upon expiration of the Initial Period, this contract and the distribution license shall be automatically extended for successive periods of twelve (12) months each. If the User wishes to prevent renewal, they must notify their intention not to renew at least ninety (90) days prior to the expiration of the current period via official communication.

11. User Representations and Warranties

The User warrants that they own all necessary rights, powers, and authority over the recordings and artwork delivered, and that such material does not infringe copyrights, privacy, publicity, or any other third-party rights. Likewise, the User is solely responsible for clearing publishing, mechanical, and public performance royalties to the corresponding songwriters, authors, and publishers, releasing 1M Music from any claim arising from non-payment to third parties.

12. Image, Name, and Publicity Rights

You grant 1M Music the perpetual and worldwide right to use your name, stage name, image, biography, and logos for promotion, marketing, and distribution purposes. This right includes use on social media, corporate presentations, and label advertising materials, without requiring additional compensation.

13. Payments and Royalty Collection

The payment obligation by 1M Music arises solely and exclusively after the actual collection of funds from third-party platforms. 1M Music acts as a collecting agent and does not guarantee minimum income nor is it responsible for non-payment, insolvency, or accounting errors by DSPs.

14. Minimum Withdrawal Threshold

The User may request the transfer of their accumulated royalties once their account net balance reaches or exceeds the minimum threshold of **$100.00 USD**. All withdrawals are subject to security verification processes to prevent fraud or unauthorized access.

15. Right of Audit and Verification

The User may, at their sole expense, audit the books and records of 1M Music exclusively related to their settlements. Such audit: (a) may be performed at most once (1) per year; (b) requires a 30-day prior notice; (c) must be conducted by an independent Certified Public Accountant during business hours; (d) will not be permitted if the estimated claim is less than $1,000 USD. The results shall be strictly confidential and the right expires 12 months after each settlement.

16. Right of Set-off

1M Music reserves the absolute right to deduct from the User's royalties any amount owed to the company for additional services, advances, refunds, fines imposed by third parties, or any other debt contracted under this or any other agreement with 1M Music.

17. Taxes and Tax Withholdings

As an entity based in the State of Arizona, USA, 1M Music strictly complies with IRS regulations. The User must submit the corresponding tax forms (W-8BEN or W-9). In the absence of valid documentation, 1M Music will automatically apply the relevant legal withholdings.

18. Intellectual Property of 1M Music

All software, algorithms, trademarks, logos, interface designs, and operating methodologies are the exclusive property of 1M Music and are protected by international intellectual property laws. Reverse engineering, copying, or unauthorized use of these assets is prohibited.

19. Artificial Intelligence and Creative Tools

1M Music recognizes and supports the use of Artificial Intelligence as a tool that can boost human creativity. We accept content that uses AI technologies as assistance, provided there is substantial human intervention in the production, composition, or artistic direction of the material. However, the distribution of music and recordings 100% generated by generative audio AI systems (e.g., Suno, Udio, or equivalents) without substantial human creation in lyrics, performance, or instrumentation is strictly prohibited. The User represents and warrants that each phonogram submitted has legitimate human authorship and creation.

20. Streaming Fraud and Manipulation (Stream Farming)

Any attempt to artificially inflate streaming statistics through bots, click farms, automated playlist placement, or any non-organic streaming technique will result in the immediate removal of content. 1M Music reserves the right to determine, at its sole and absolute discretion, the existence of fraud based on technical patterns or DSP reports. Confirmation of manipulation activities authorizes 1M Music to freeze and perpetually retain all royalties accumulated in the User's account.

21. Platform Penalties, Fines, and Withholdings (DSPs)

If any Digital Service Provider (DSP), payment processor, or other third party responsible for reporting or remitting royalties to 1M Music imposes a financial penalty, administrative charge, or preventive withholding due to the User's content or account activity — including suspected artificial streaming, content manipulation, or an ongoing investigation not yet resolved — such penalty or withholding will be fully passed on to the User. 1M Music shall be entitled to deduct such amounts from any royalty balance accumulated in the User's account, withhold payment until the matter is resolved, or collect it directly through registered payment methods.

22. Indemnification and Legal Defense

The User agrees to indemnify, defend, and hold harmless 1M Music, its affiliates, and officers, from and against any claim, demand, loss, or expense (including attorneys' fees) arising from breaches of their warranties. 1M Music reserves the right to assume its own legal defense at the sole expense of the User in such cases.

23. Dispute Reserve (Legal Hold)

In case of third-party claims regarding content ownership, 1M Music will immediately freeze the payment of all royalties for such content until the dispute is resolved by a signed agreement between the parties or a final court ruling.

24. Registration and Identity Verification (KYC)

1M Music may require proof of identity (KYC), address, and rights ownership at any time. Failure to deliver these documents authorizes the Company to suspend account access and freeze funds preventatively.

25. Marketing and Artistic Promotion

1M Music may feature the User's content in marketing campaigns and commercial presentations. These actions are carried out to boost visibility for both the artist and the 1M Music brand, at the Company's discretion.

26. Limitation of Liability

1M Music shall not be liable for lost profits or indirect damages. The maximum liability of the Company is strictly limited to the amount of net commissions retained by 1M Music in the six months prior to the claimed event.

27. Platform Error Disclaimer (DSP)

1M Music does not guarantee immediate publication or absolute accuracy of metadata on digital stores, as these are independently operated by third parties outside the technical and operational control of 1M Music.

28. Confidentiality and Trade Secrets

The User agrees to keep royalty rates, special agreements, and internal features of the platform strictly confidential. Disclosure of this information constitutes a material breach authorizing immediate contract termination.

29. Account Closure and Winding Down

Upon termination request, the User acknowledges that digital stores require a period of 30 to 90 days to process content takedowns. During this "Winding Down" period, 1M Music will continue to collect and pay royalties under current terms.

30. Inactivity and Maintenance Costs

Accounts without login activity for more than 24 months may be closed. Balances in such accounts will be fully applied to cover accumulated administrative and technical maintenance costs of the User's historical archives.

31. Independent Contractor Relationship

This agreement does not create an employment, partnership, or agency relationship. The User acts as an independent contractor and has no authority whatsoever to bind 1M Music to third parties or act as its legal representative.

32. Right of Assignment (Assignment)

1M Music may assign this contract and its associated rights to any successor company or affiliate in the event of sale or restructuring, without requiring additional consent from the User.

33. Class Action Waiver

Any dispute shall be resolved exclusively on an individual basis. The User irrevocably waives the right to participate in class actions or class arbitrations against 1M Music.

34. Applicable Law, Mediation, and Jurisdiction

This contract is governed by the laws of the State of **Arizona, USA**. The parties agree that, prior to any legal action, they will attempt to resolve disputes through good faith mediation. If not achieved, litigation shall be conducted exclusively before the courts of **Phoenix, Arizona**.

35. Limitation Period

Any legal or administrative claim against 1M Music must be filed within a maximum of one (1) year after the event that gave rise to the dispute. After this period, the action shall be deemed expired and extinguished.

36. DMCA Policy and Copyright Notifications

1M Music complies with the DMCA. Copyright infringement notifications must be sent to our designated agent in accordance with our Copyright Policy to proceed with the removal of infringing content.

37. Force Majeure

1M Music shall not be liable for non-performance or delays due to force majeure events, such as natural disasters, massive infrastructure failures, pandemics, or government acts beyond its control.

38. Severability of the Agreement

If any clause is declared void by an authority, the remaining provisions shall continue to be fully valid and binding on both parties, preserving the spirit of the original contract.

39. No Waiver of Rights

The failure of 1M Music to require strict compliance with any clause does not constitute a waiver of its power to require such compliance in the future nor does it invalidate the validity of the clause.

40. Survival of Clauses

The clauses regarding intellectual property, confidentiality, indemnification, limitation of liability, and jurisdiction shall remain in force even after the termination of this agreement.

41. Electronic Acceptance and Digital Signature

Electronic acceptance through registration or use of the service has the same legal validity as a handwritten signature, in accordance with the ESIGN Act and international electronic commerce regulations.

42. Entire Agreement

This document constitutes the entire and exclusive agreement between the parties, invalidating any previous conversation, negotiation, or agreement related to the subject matter of this contract.

43. Contact and Official Notifications

For any official or legal communication, the User must address exclusively via email to: [email protected]. Notifications sent by other means shall not be deemed received.

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