These Terms and Conditions (“Agreement”) govern the access to and use of the ASUP platform, including all associated services, tools, dashboards, websites, APIs, white-label infrastructure, digital music distribution services, monetization services, analytics systems, and related technologies (collectively, the “Services”), provided by ASUP Records LLP (“ASUP”, “Company”, “we”, “our”, or “us”).
By accessing, registering for, uploading content to, or otherwise using the Services, the user, artist, label, distributor, rights holder, or entity (“User”, “Client”, or “you”) expressly agrees to be legally bound by this Agreement.
1.1 “Content” shall mean any sound recordings, musical compositions, audiovisual recordings, artwork, metadata, lyrics, trademarks, logos, images, videos, artist names, biographical material, promotional assets, and any other materials uploaded, delivered, submitted, or otherwise provided by User to ASUP.
1.2 “DSPs” shall mean digital service providers and platforms including but not limited to Spotify, Apple Music, YouTube, TikTok, Instagram, Facebook, Amazon Music, Deezer, Tidal, Snapchat, Boomplay, Tencent, NetEase, and all other digital distribution or monetization platforms now existing or developed in the future.
1.3 “Monetization Services” shall include YouTube Content ID, Facebook Rights Manager, TikTok monetization, UGC monetization, publishing administration, social media monetization, and all other revenue collection systems operated directly or indirectly through ASUP or its partners.
1.4 “Territory” shall mean worldwide unless otherwise agreed in writing.
1.5 “Term” shall mean the duration during which the User maintains an active account or has Content distributed through ASUP.
2.1 User hereby grants to ASUP, during the Term and throughout the Territory, a non-exclusive, sublicensable, transferable, and worldwide license to:
(a) host, reproduce, encode, transmit, distribute, publicly perform, communicate, monetize, exploit, market, and otherwise utilize the Content through DSPs and Monetization Services;
(b) deliver the Content to DSPs and monetization systems in any and all formats and technologies now known or later developed;
(c) use User’s artist names, likenesses, approved images, trademarks, logos, metadata, and artwork in connection with the promotion, distribution, operation, and exploitation of the Content and Services;
(d) create audio fingerprints, reference files, metadata identifiers, and digital asset registrations for content recognition, fraud prevention, rights management, and monetization purposes;
(e) sublicense any rights granted herein to DSPs, monetization partners, service providers, collection entities, and technology partners as necessary for operation of the Services.
2.2 User acknowledges that certain DSPs may require exclusivity for specific monetization systems, including but not limited to YouTube Content ID or Facebook Rights Manager, and User authorizes ASUP to comply with such requirements where applicable.
2.3 Nothing contained herein shall transfer ownership of the Content to ASUP. User shall retain all ownership rights in and to the Content subject to the licenses granted under this Agreement.
3.1 User represents, warrants, and covenants that:
(a) User owns or controls all necessary rights, licenses, permissions, consents, and authorities required for the distribution, monetization, and exploitation of the Content;
(b) the Content does not infringe upon any copyright, trademark, neighboring right, publicity right, privacy right, contractual right, or other proprietary right of any third party;
(c) all samples, beats, instrumentals, collaborations, producer agreements, publishing rights, synchronization rights, and performer consents have been fully cleared by User;
(d) all metadata, ownership information, splits, publishing information, ISRCs, UPCs, and related information supplied by User are complete, accurate, and non-misleading;
(e) User shall remain solely responsible for all royalties, fees, advances, commissions, payments, taxes, and other monies payable to artists, producers, songwriters, publishers, collaborators, royalty participants, and third parties associated with the Content.
3.2 User acknowledges and agrees that ASUP shall rely entirely upon the information and warranties supplied by User and shall not be obligated to independently verify ownership or authenticity of the Content.
4.1 ASUP shall use commercially reasonable efforts to distribute the Content to selected DSPs and monetization systems.
4.2 ASUP does not guarantee:
(a) acceptance of Content by any DSP;
(b) editorial playlist placement;
(c) monetization approval;
(d) uninterrupted availability;
(e) minimum revenue generation;
(f) specific release dates or processing timelines.
4.3 DSPs maintain independent policies and may reject, remove, demonetize, suspend, block, or restrict Content at their sole discretion. User acknowledges that ASUP shall not be liable for any DSP-side actions, delays, removals, algorithmic penalties, demonetization events, or platform policy enforcement actions.
4.4 ASUP reserves the right to refuse distribution of any Content that ASUP reasonably believes may:
(a) infringe third-party rights;
(b) violate DSP policies;
(c) expose ASUP to liability;
(d) contain fraudulent, abusive, illegal, hateful, misleading, or harmful material.
5.1 By enabling YouTube Content ID or similar monetization services, User expressly authorizes ASUP to:
(a) deliver reference files to content identification systems;
(b) claim, monetize, track, administer, and manage user-generated content incorporating the Content;
(c) collect advertising and monetization revenues associated with such claims;
(d) dispute unauthorized usage on behalf of User.
5.2 User warrants that any Content submitted to Content ID systems is exclusively controlled by User for monetization purposes and does not conflict with third-party distribution, licensing, or monetization arrangements.
5.3 ASUP reserves the right to disable monetization services or remove Content from identification systems in the event of ownership disputes, excessive conflicts, fraudulent activity, overlapping claims, or DSP policy violations.
6.1 Royalties payable to User shall be calculated in accordance with the applicable subscription plan, commercial agreement, or payout structure selected by User.
6.2 User acknowledges that royalty reporting and payment schedules are dependent upon DSP reporting cycles and third-party accounting systems.
6.3 ASUP reserves the right to:
(a) establish minimum payout thresholds;
(b) withhold payments during investigations, disputes, chargebacks, suspicious activity reviews, or fraud detection procedures;
(c) offset losses, penalties, reversals, legal expenses, or liabilities against future royalties payable to User.
6.4 User shall remain solely responsible for:
(a) taxes;
(b) withholding obligations;
(c) banking fees;
(d) currency conversion fees;
(e) payment processor fees.
6.5 Royalty Base
All payments, net receipts, or other consideration received by ASUP from any Digital Service Provider (DSP) arising from or in connection with the exploitation of User’s Content shall serve as the gross reference amount (the “Gross Royalty Base”) for all royalty calculations under this Agreement.
From such Gross Royalty Base, ASUP shall be entitled to deduct its applicable commission, revenue share, or other fees as set forth in the User’s selected subscription plan or commercial agreement.
The amount remaining after such deduction (the “User’s Share”) shall constitute the sum payable to User hereunder.
For the avoidance of doubt, no further reductions or deductions shall be applied to the Gross Royalty Base prior to the calculation of ASUP’s commission, and User acknowledges that the User’s Share is derived solely from the residue after ASUP’s commission has been subtracted from the Gross Royalty Base.
6.6 Transfer Costs and Deductions
Any and all costs, fees, levies, taxes, or other charges imposed by banking institutions, payment processors, or other financial intermediaries in connection with the disbursement of Royalties to User via electronic funds transfer (EFT) shall be solely for User’s account.
User acknowledges and agrees that ASUP may deduct such charges from the User’s Share prior to remittance, or, where such deduction is not feasible, invoice User for reimbursement thereof.
For the avoidance of doubt, ASUP shall not bear any liability for, nor shall any such charges reduce ASUP’s commission or other fees payable hereunder.
7.1 User shall not engage in or permit:
(a) artificial streaming;
(b) bot-generated activity;
(c) click farms;
(d) manipulated playlists;
(e) fraudulent monetization;
(f) metadata manipulation;
(g) impersonation;
(h) fake collaborations;
(i) unauthorized uploads.
7.2 ASUP reserves the right, at its sole discretion, to:
(a) suspend accounts;
(b) remove Content;
(c) permanently ban Users;
(d) withhold royalties;
(e) report activity to DSPs or legal authorities;
(f) recover damages arising from fraudulent conduct.
7.3 User acknowledges that DSP penalties resulting from User conduct may expose ASUP to financial and reputational harm, and User agrees to indemnify ASUP for any resulting damages, penalties, or liabilities.
8.1 User may request removal of Content through ASUP’s designated support systems.
8.2 User acknowledges that DSP takedown timelines vary and ASUP cannot guarantee immediate removal.
8.3 ASUP reserves the right to immediately suspend or remove Content without prior notice in the event of:
(a) infringement claims;
(b) legal disputes;
(c) fraud investigations;
(d) policy violations;
(e) DSP enforcement actions;
(f) risk exposure to ASUP.
9.1 The Services are provided on an “as-is” and “as-available” basis.
9.2 To the maximum extent permitted by law, ASUP disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, uninterrupted operation, accuracy, availability, and non-infringement.
9.3 In no event shall ASUP, its affiliates, employees, officers, contractors, licensors, or partners be liable for:
(a) indirect damages;
(b) consequential damages;
(c) lost profits;
(d) loss of data;
(e) reputational harm;
(f) DSP actions;
(g) service interruptions;
(h) unauthorized third-party activities.
9.4 ASUP’s aggregate liability under this Agreement shall not exceed the total amount actually paid by ASUP to User during the six (6) months preceding the event giving rise to the claim.
10.1 User agrees to defend, indemnify, and hold harmless ASUP and its affiliates, officers, directors, employees, contractors, licensors, and partners from and against any and all claims, damages, liabilities, costs, losses, expenses, and legal fees arising from:
(a) User’s Content;
(b) User’s breach of this Agreement;
(c) infringement claims;
(d) fraudulent conduct;
(e) violations of applicable laws or DSP policies.
11.1 Both parties agree to maintain confidentiality of all non-public business, financial, operational, technical, and commercial information disclosed during the course of the relationship.
11.2 Confidential information shall not include information that:
(a) becomes publicly available without breach;
(b) was already lawfully known;
(c) is independently developed;
(d) is required to be disclosed by law or court order.
12.1 ASUP may suspend or terminate User access immediately upon:
(a) breach of this Agreement;
(b) copyright infringement allegations;
(c) fraudulent activity;
(d) abusive conduct;
(e) non-payment;
(f) DSP policy violations.
12.2 Upon termination:
(a) Content may be removed from DSPs;
(b) royalties may be withheld pending investigation;
(c) User access may be revoked immediately.
12.3 Certain provisions including indemnification, confidentiality, limitation of liability, payment obligations, and dispute resolution shall survive termination.
13.1 This Agreement shall be governed by and construed in accordance with the laws of India.
13.2 Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in Madhya Pradesh, India.
14.1 ASUP reserves the right to modify these Terms at any time.
14.2 Continued use of the Services following any modifications shall constitute acceptance of the revised Terms.
ASUP Records LLP
Ground Floor, No.1175, Bareth Road, Ganjbasoda Police Station, Nateran Nearby TVS Motors, Swroop Nagar, Vidisha, Madhya Pradesh 464221, India
GSTIN: 23ACCFA1471B1Z7
www.asuprecords.com