This Music Distribution Agreement (the “Agreement”) is a legally binding agreement between Ampliray LLC, a limited liability company registered in the Republic of Armenia, with its address at 3 Hakob Hakobyan St, Yerevan, 0033, Armenia (“Company”, “Ampliray”, “we”, “us”, or “our”), and you, the individual or entity (including any artist, label, or rights holder) that registers an account on the Company’s platform at ampliray.com (“you” or “your”).
By creating an account, uploading Content, or clicking “I Agree” on the Company’s platform, you accept and agree to be bound by this Agreement in its entirety. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. This Agreement supplements and is incorporated by reference into the Terms of Service; in the event of a conflict with respect to distribution, royalties, or payouts, this Agreement prevails.
You hereby appoint Company as your non-exclusive distributor for the purpose of delivering Content to DSPs within the Territory during the Distribution Period. You grant Company a limited, non-exclusive, worldwide license to reproduce, encode, format, store, and deliver your Content to DSPs, and to permit DSPs to reproduce, stream, and make available your Content to end users, solely for the purposes of this Agreement.
Nothing in this Agreement transfers ownership of any copyright, master recording, composition, or other intellectual property in the Content to Company. You keep 100% ownership of your Content, subject only to the limited license granted herein.
Company may, at its sole discretion, decline to distribute Content to a specific DSP if required by that DSP’s policies, applicable law, or sanctions requirements, without liability to you.
You are solely responsible for ensuring that all Content, including audio files, artwork, and metadata, meets the technical and editorial standards required by DSPs, including minimum audio quality, accurate songwriter and performer credits, correct identifiers where you supply them, and artwork specifications.
Company reserves the right to reject, place on hold, or request resubmission of any Content that, in Company’s reasonable judgment, fails to meet applicable quality or content standards, including audio files exhibiting clipping, excessive noise, incorrect encoding, or other defects that would cause rejection by a DSP. Company will notify you of the reason for rejection and permit resubmission of corrected Content at no additional charge.
You warrant that all metadata you submit is accurate and that you will promptly correct any errors identified by Company or a DSP.
Identifiers. Where you do not supply them, Company assigns a UPC/EAN to the release and an ISRC to each recording, and these are shown in your dashboard. Where your Content has been commercially released before, you must supply the existing UPC/EAN and ISRC codes, and you warrant that the codes you supply are correct and were validly issued to that Content. Company is not liable for consequences arising from incorrect identifiers you supplied.
Retail price. Where the Platform allows you to select a price tier for paid downloads, that selection is a request only. Each DSP sets the retail price actually charged to end users according to its own price bands, currency conversion, local taxes, and promotional rules, and may disregard the tier you selected. Company gives no assurance as to the retail price at which your Content is offered on any DSP.
This Agreement takes effect upon your acceptance and continues for an indefinite period (the “Distribution Period”) until terminated in accordance with Section 12. There is no minimum term, no fixed commitment period, and no automatic renewal: you are free to terminate at any time under Section 12, and doing so carries no fee, penalty, or forfeiture of revenue already accrued to you.
Distribution occurs within the Territory, subject to Company’s ability to deliver to specific DSPs in specific countries and subject to applicable export control and sanctions restrictions described in Section 15. Company does not accept users resident in, or offer the Platform in, every country; the countries from which registration and use of the Platform are not accepted are those identified on the Platform at the time of registration, and Company may change that list at any time where required by law, by a partner, or by its own compliance or commercial assessment. Where Company ceases to accept users from your country, Company will terminate this Agreement under Section 12 and settle any balance accrued to you in accordance with Section 11.3 of the Terms of Service, subject only to Sections 9 and 11 of this Agreement.
Company provides distribution under paid subscription plans — Lite, Pro and Deluxe (each a “Plan”). Under every Plan, Company shall pay you one hundred per cent (100%) of the Net Revenue generated by your Content and retains no share of it. Company is compensated solely by the subscription fee of your Plan.
| Plan | Subscription fee | Releases per month | Your share of Net Revenue |
|---|---|---|---|
| Lite | USD 7.99 for the first year, then USD 22.99 per year | 3 | 100% |
| Pro | USD 14.99 for the first year, then USD 33.99 per year | Unlimited | 100% |
| Deluxe | USD 24.99 for the first year, then USD 67.99 per year | Unlimited | 100% |
The 100% share is the same on every Plan. It applies to all of your Content distributed through the Platform — every release, on every DSP, in every territory — from your first stream onwards. It does not vary with the amount you earn, the number of releases you distribute, the length of time you have used the Platform, or any tier, threshold, or status of any kind. There are no tiered or escalating royalty rates under this Agreement.
For the avoidance of doubt, the 100% share is calculated on Net Revenue, meaning the net amount that actually reaches Company after deduction of all DSP-level fees, aggregator or sub-distributor commissions, payment-processing fees, chargebacks, reversals, fraud-related deductions, and withheld taxes, as defined in Section 1. Beyond the subscription fee of your Plan, Company applies no further deduction of its own.
Subscription fees are payable in advance for the billing period of your Plan (annual, for every Plan). Company charges no per-release fee and no per-store fee. The number of releases you may submit each month is limited as shown in the table above.
Changes to Plans and fees. Company may change the price, features or release limits of a Plan only in accordance with Section 18 of this Agreement and Section 15 of the Terms of Service. Any such change applies only from the start of your next billing period and does not affect a billing period you have already paid for. Net Revenue attributable to exploitation occurring before the change takes effect is calculated and paid at the rate published at the time that exploitation occurred, and is not affected by the change.
Company will make available to you, through the Platform dashboard, statements showing streams, sales, and Net Revenue by DSP and territory, updated on a periodic basis consistent with reporting received from DSPs, which is typically delayed by DSPs by 30 to 90 days from the date of the underlying activity.
Company applies a royalty hold of up to ninety (90) days from the end of the Quarter in which revenue is recognized, to account for DSP reporting delays, chargebacks, and fraud reviews, before funds become eligible for withdrawal.
Withdrawals are made by you submitting a manual payout request through the Platform, subject to review and approval by Company. Approved payouts are made by PayPal or by bank transfer (IBAN/SWIFT), using the payout details you register on the Platform. You are solely responsible for the accuracy of those details; Company bears no liability for funds sent to a PayPal address or bank account you provided incorrectly, and such funds may be unrecoverable. Company does not pay out in cryptocurrency. Bank transfers to accounts held in a country that Company is restricted from paying into under applicable sanctions law cannot be processed.
A minimum payout threshold applies to withdrawal requests. The threshold is USD 39 at the date of this Agreement and is displayed on the Platform; amounts below the threshold accumulate until the threshold is met. The threshold does not apply to the final settlement of your balance on a termination governed by Section 11.3 of the Terms of Service.
Conditions of payment. An amount recorded to your account becomes due and payable to you only once all of the following are satisfied: (a) the hold period described above has elapsed; (b) the amount is at or above the minimum payout threshold; (c) you have completed identity verification under Section 9 and your payout details are accurate; (d) there is no unresolved Rights Claim affecting your account under Section 11; and (e) your account is in good standing — that is, it is neither suspended nor terminated by Company under Section 11 or Section 12. Until every one of those conditions is met, the amount continues to be recorded to your account but is not due, not payable, and not withdrawable, and no interest accrues on it.
Amounts that never become payable. Company is not obliged to pay you any amount that Company determines, in its reasonable business judgment, to have accrued through fraudulent or abusive exploitation of your Content. This includes artificial, bot-generated, or incentivised streams, click farms, playlist or chart manipulation, impersonation, and metadata abuse. Such amounts are not treated as Net Revenue at all, and the fact that they may already appear as a balance in your dashboard does not make them payable. This applies whether or not a third party has claimed, whether or not a DSP has recouped the amount from Company, and independently of Section 11 — no Rights Claim is needed for it to operate.
⚠️ You give two undertakings at the moment you submit each release, by ticking them on the submission form: that you will not use or benefit from any service that artificially inflates streams, views, saves, or chart position, and that the release is not a cover and contains no third party’s lyrics, voice, melody, or samples that you have not cleared. Those undertakings are terms of this Agreement, recorded against the release, and this paragraph is the consequence of breaking them.
What your balance is. An amount recorded to your account is an unsecured contractual entitlement against Company, subject to the conditions above. It is not money held on trust for you, not client money, and not funds held on your behalf; Company does not segregate it from its own funds and may use its own funds freely in the ordinary course of business. Nothing in this Agreement gives you a proprietary interest in any particular sum.
Transfer fees and currency conversion. The payment provider you choose may charge a fee for receiving or converting the payment, and an intermediary or correspondent bank may deduct a handling fee from a transfer in transit. Company does not set, receive, or control those charges. They are borne by you and are deducted from, or applied to, the amount transferred, so the sum that reaches your account may be lower than the amount approved. Where Company itself is charged a transfer fee in order to send your payout, Company may deduct that fee from the payout. Payouts are denominated in United States dollars; any conversion into another currency, and the rate applied to it, is a matter between you and your payment provider.
Each party is responsible for its own tax obligations arising from amounts received under this Agreement. Company may withhold amounts required by applicable law, including withholding taxes imposed by DSPs or by the jurisdiction in which you are resident, and will provide you with available documentation of such withholding upon request.
You represent and warrant to Company that:
You shall indemnify, defend, and hold harmless Company and its affiliates, sub-licensees (including your selected DSPs), officers, directors, employees, successors, and assigns from and against any and all claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any breach or alleged breach of your representations, warranties, or obligations under this Agreement; (ii) your Content; or (iii) your use or misuse of the Platform. Company may, at its option and your expense, assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with Company’s defense. You shall not settle any such matter without Company’s prior written consent.
Company may require you to provide identity verification (“KYC”) information and documentation before your Content is approved for distribution, before any payout request is approved, or at any other time Company reasonably determines it is necessary. For individuals, this may include a government-issued photo ID, proof of address, date of birth, and other identifying information. For labels or other entities, this may include incorporation documents, proof of registered address, and identification of the entity’s beneficial owner(s) or authorized signatory.
You represent and warrant that all information and documentation you provide for KYC purposes is accurate, current, and belongs to you or, where you act on behalf of an entity, that you are authorized to provide it on that entity’s behalf. You agree to promptly update this information if it changes.
Company collects and verifies this information in order to: (a) comply with applicable sanctions, anti-money-laundering, and know-your-customer requirements imposed on Company by law, DSPs, or payment and distribution infrastructure partners; (b) identify the appropriate payee and tax treatment for amounts payable under Section 6; and (c) establish your identity for purposes of enforcing this Agreement, including pursuing claims for copyright infringement, fraud, or other breach as described in Section 11.
Company may decline to approve Content for release, suspend or withhold any payout, or suspend or terminate your account, without liability to you, if you fail to complete requested KYC verification, if the information or documentation you provide is incomplete, inaccurate, or cannot be verified, or if verification reveals a match against applicable sanctions or watch lists.
Company will use commercially reasonable efforts to deliver accepted Content to DSPs within a reasonable time following approval, to make royalty statements available on the Platform, and to process approved payout requests within a reasonable time following approval, subject to the hold period described in Section 6.
Company does not guarantee placement, promotion, playlisting, or any specific level of streams or revenue on any DSP.
11.1 Takedown notices. Company will process valid takedown notices, including notices alleging copyright infringement, in accordance with Company’s DMCA and takedown policy published on the Platform.
11.2 What counts as a Rights Claim. A “Rights Claim” means any notice, complaint, claim, dispute, block, removal, or enforcement action, from any source and through any channel, asserting that your Content or your use of the Platform infringes or otherwise violates the rights of a third party or the rules of a DSP. This includes, without limitation: a notice from a rights holder, publisher, label, collecting society or their agent; a claim, block, strike, or removal issued by a DSP or by a DSP’s automated content-recognition or rights-management system (for example a YouTube Content ID claim or copyright strike, a Meta Rights Manager claim on Instagram or Facebook, or a removal by Spotify, Apple Music or any other DSP); a demand from a public authority; an allegation of fraud, impersonation, artificial streaming, or metadata abuse; a dispute over ownership or payment; and Company’s own reasonable determination that any of the foregoing applies. A Rights Claim need not be proven, upheld, or accompanied by legal proceedings to have the effects described in this Section.
11.3 Immediate effect, across your whole account. Upon a single Rights Claim, and regardless of whether it is the first, whether it concerns only one release, or whether there is any repeat infringement, Company may, in its sole discretion and without prior notice: (a) place your account into the Restricted state described in Section 11.5; (b) suspend or withdraw distribution of the affected Content, and of any other of your Content, from any or all DSPs; and (c) suspend payment of the entire balance of your account, including amounts attributable to releases that are not themselves the subject of the Rights Claim, and including amounts already approved for payout but not yet sent. The suspension of payment is account-wide because Company’s potential liability, and the amounts a DSP may recoup or charge back, are not limited to the earnings of the affected release.
11.4 Notice to you and your right to contest. Company will notify you of the Rights Claim at the email address registered on your account and, where practicable, in your dashboard. You may contest the Rights Claim by writing to copyright@ampliray.com within ten (10) business days of the date Company sends that notice, setting out why the claim is wrong and enclosing the evidence you rely on, such as the licence, assignment, split sheet, sample clearance, or release authorisation on which you claim your rights. Company will review what you provide and will tell you the outcome. Contesting a Rights Claim does not lift the restriction or the suspension of payment while the review is pending.
11.5 The Restricted state. A “Restricted” account is not closed and not deleted. You keep your login and continue to have read access to your dashboard: you can see your catalogue, your release history, your statements, your transaction history, and the balance recorded to your account, and you can correspond with Company. While your account is Restricted you cannot:
The Restricted state continues indefinitely unless Company lifts it under Section 11.7. Read access is retained deliberately, so that you can see at all times what is recorded to your account and on what basis.
11.6 If you do not contest, or your contest does not succeed. If you do not contest within the period in Section 11.4, or if Company concludes that the Rights Claim is well founded or that the evidence you supplied does not establish your rights, your account remains Restricted indefinitely, all of your Content is withdrawn from all DSPs, and your balance is dealt with under Section 11.8. A single uncontested Rights Claim is sufficient; Company does not operate a repeat-infringer threshold and is not required to give you a further warning or a second opportunity.
11.7 If your contest succeeds. If Company concludes that the Rights Claim is not well founded, or the claim is withdrawn or resolved in your favour, Company will lift the Restricted state, restore full use of your account, and pay the released balance in the normal accounting cycle under Section 6. Company will use commercially reasonable efforts to restore distribution of Content that was withdrawn, but cannot guarantee that a DSP will reinstate a release, restore its release date, or restore its accumulated streams, playlist positions, or editorial placements.
⚠️ The conditions of payment fail because of the Rights Claim, not because of any discretionary act of Company. Company will lift the Restricted state, and with it restore the conditions of payment in Section 6, in every case where you establish your rights under Section 11.4 or where the claim is withdrawn or resolved in your favour. Company will also consider reinstatement at any later time if you then produce evidence that establishes your rights, and the ten-business-day period in Section 11.4 does not bar you from doing so.
11.8 What happens to your balance. Your balance is dealt with in three parts, in this order:
11.9 Dormant balances. Where a balance has remained non-payable for three (3) years because the conditions of payment in Section 6 were not met, and in that period you have neither successfully contested the Rights Claim nor obtained reinstatement, Company’s corresponding obligation is extinguished. Company will not treat a balance as dormant while a contest, a reinstatement request, or a legal or arbitral proceeding concerning it is pending.
11.10 Your personal liability and Company’s right to recover. You are personally and fully responsible for any Content you upload that infringes the rights of any third party, including any resulting fines, settlements, royalties owed to rights holders, amounts recouped or charged back by DSPs, and Company’s legal costs. Company expressly reserves the right to pursue any and all legal and equitable remedies against you, including commencing legal proceedings or arbitration to recover any losses, damages, costs, and expenses (including reasonable attorneys’ fees) that Company incurs as a result of your infringement of third-party rights or other breach of this Agreement. Where the set-off in Section 11.8 is insufficient to cover Company’s losses, Company may recover the balance from you directly.
11.11 Relationship to the DMCA counter-notification procedure. The contest procedure in Section 11.4 is Company’s internal review. It is separate from, and does not replace or extend, the statutory counter-notification procedure described in Company’s DMCA and takedown policy, which you may use in addition where it applies. Using one does not waive the other, and the periods run independently.
11.12 Single point of contact. All correspondence about a Rights Claim — the notification, your contest, your evidence, and any subsequent discussion, including a formal DMCA notice or counter-notification — is handled at copyright@ampliray.com. Company is not obliged to treat a message sent to any other address, or raised through a support ticket, as a contest under Section 11.4, and time under that Section continues to run.
You may terminate this Agreement at any time, with immediate effect, by closing your account as described in Section 11.3 of the Terms of Service. Company may terminate this Agreement for convenience upon thirty (30) days’ written notice. Company may terminate or suspend this Agreement immediately upon notice, in its sole discretion, if you breach Sections 8, 9, or 15, if you or your Content infringe or allegedly infringe the rights of any third party, if a DSP will not accept your Content, or if required to do so by law or sanctions obligation.
Upon termination, Company will use commercially reasonable efforts to remove your Content from DSPs within a reasonable period, which may vary by DSP and is generally expected to be completed within thirty (30) days, though some DSPs may take longer to process removal. Amounts already earned but subject to the hold period described in Section 6 remain payable in accordance with their normal schedule, subject to Sections 9 and 11. Termination by either party does not forfeit a balance already accrued to you, and does not entitle Company to recalculate it. ⚠️ Where your account is Restricted under Section 11, this paragraph does not make your balance payable: it remains recorded to your account and subject to Sections 11.8 and 11.9, and termination of this Agreement neither lifts the Restricted state nor satisfies the conditions of payment in Section 6.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF FIFTY UNITED STATES DOLLARS (USD 50) AND THE TOTAL AMOUNTS PAID BY COMPANY TO YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
In no event will Company be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost revenue, even if advised of the possibility of such damages. This limitation does not apply to amounts of Net Revenue actually due and payable to you under Section 5, and does not apply to any liability that cannot be excluded or limited under the law applicable to you.
THIS LIMITATION OF LIABILITY IS FOR THE BENEFIT OF COMPANY ONLY. IT DOES NOT LIMIT, CAP, OR REDUCE YOUR LIABILITY TO COMPANY.
Your indemnification obligations under Section 8, and your liability for infringement, fraud, or breach under Section 11, are not subject to any monetary cap.
Each party agrees to keep confidential any non-public business, financial, or technical information disclosed by the other party in connection with this Agreement, and to use such information solely for the purposes of this Agreement, except as required by law or regulatory authority.
You represent that your use of the Platform and receipt of payments hereunder does not violate any applicable trade control, export control, or economic sanctions law. Company reserves the right to suspend accounts, withhold payments, or terminate this Agreement where required to comply with applicable sanctions regimes, without liability to you.
16.1 Governing law and negotiation. This Agreement and any dispute arising out of or in connection with it, including its existence, validity, or termination, shall be governed by and construed in accordance with the laws of the Republic of Armenia, without regard to conflict-of-laws principles. Before commencing any formal proceeding, the parties shall first attempt to resolve the dispute by good-faith negotiation for thirty (30) days from written notice of the dispute.
16.2 Arbitration. Any dispute arising out of or in connection with this Agreement that is not resolved under Section 16.1 shall be finally resolved by arbitration under the UNCITRAL Arbitration Rules in force at the date of the notice of arbitration. The appointing authority shall be the Secretary-General of the Permanent Court of Arbitration. There shall be one arbitrator. The language of the arbitration shall be English. The place of arbitration shall be determined by the arbitral tribunal in accordance with Article 18 of those Rules. Any award shall be final and enforceable in accordance with the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
16.3 Consumers. Section 16.2 does not apply, and is of no effect, where you are a consumer and the mandatory consumer-protection law of your country of residence prevents a pre-dispute arbitration agreement from binding you or deprives you of the right to bring proceedings before the courts of your place of residence. In that case the dispute may be brought before those courts.
16.4 Reserved rights. Nothing in this Section prevents either party from applying to any court of competent jurisdiction for interim or protective measures, or prevents Company from bringing proceedings to restrain actual or threatened infringement of intellectual property rights or to recover amounts owed to it.
This Agreement is executed in the English language, which is the sole governing language for all purposes, including the interpretation and construction of this Agreement.
18.1 Entire agreement. This Agreement, together with Company’s Terms of Service, Privacy Policy, and DMCA Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings relating to it.
18.2 Amendments. Amendment of this Agreement is governed exclusively by Section 15 of the Terms of Service, which is incorporated into this Agreement by reference and applies to it in the same way as it applies to the Terms of Service. Accordingly, the version of this Agreement in force at any time is the version published at ampliray.com/distribution-agreement; an amendment takes effect when published there; an amendment that reduces the amounts payable to you operates prospectively only, as provided in Section 15.2 of the Terms of Service and Section 5 of this Agreement; and, if you do not accept an amendment, your remedy is to terminate under Section 12. No provision of this Agreement entitles Company to reduce, recalculate, or reallocate revenue already accrued to you at a previously published rate.
18.3 Assignment, severability, force majeure. You may not assign this Agreement without Company’s prior written consent; Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes Company’s obligations to pay amounts accrued to you. If any provision of this Agreement is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect. Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control.