Terms of Use

1. Introduction and Scope

These Terms of Use (“Terms”) constitute a legally binding agreement under the Indian Contract Act, 1872, between Shopolo Digital Private Limited (“Shopolo Music”, “the Company”, “we”, “us”, or “our”), incorporated under the Companies Act, 2013, with its principal place of business at Glory Plaza, 2nd Floor, Mother Teresa Road, Guwahati – 781024, Assam, India, and any individual, artist, band, ensemble, registered label, or other legal entity (“User”, “Uploader”, or “Rightholder”) who accesses, registers on, or uses the Services.

These Terms govern all access to and use of: (a) the Shopolo Music website at shopolomusic.com and all associated subdomains; (b) the Ground1860 artist and label management dashboard at ground1860.shopolomusic.com; and (c) all distribution, royalty collection, analytics, reporting, and administrative services offered by Shopolo Digital Private Limited (collectively, the “Services”). These Terms must be read together with Policies II through VI, which form the complete legal framework binding on every User.

These Services are currently available to users within India. International availability is subject to separate terms to be published at the time of expansion into additional territories.

By accessing, registering on, or using any part of the Services, the User confirms that they have read these Terms in their entirety, understand them, and agree to be bound by them. A User who does not agree must immediately cease all use of the Services and close their account.

2. Eligibility and Account Requirements

2.1 Users must be at least 18 years of age and legally competent to enter into a binding contract under the Indian Contract Act, 1872. Where a User registers on behalf of a legal entity, the individual completing registration warrants that they possess full authority to bind that entity to these Terms.

2.2 Users must provide information that is true, accurate, current, and complete at registration and on an ongoing basis. Provision of false, misleading, or deceptive information constitutes a material breach of these Terms.

2.3 Users must complete Know Your Customer (KYC) verification as required under applicable Indian law, including RBI guidelines and the Income Tax Act, 1961. Each bank account may only be registered once across all account types on the platform. Required documentation is specified in Policy II and in the Dashboard registration flow. Failure to maintain current, valid KYC documentation entitles Shopolo Music to suspend royalty disbursements without liability.

2.4 Each User must maintain a unique, confidential set of login credentials. The User is solely responsible for all activities occurring under their account. Shopolo Music must be notified immediately at legal@shopolo.in upon discovery of any unauthorised access.

3. Definitions

The following terms have the meanings set out below throughout these Terms and all associated Policies.

4. Nature of Shopolo Music’s Services

4.1 Shopolo Music operates as a digital music distributor and administrative agent. The Company makes Content available to DSPs under its Commercial Agreements and collects Net DSP Revenue on behalf of Uploaders. The Company does not own, acquire, or claim any copyright, neighbouring right, or other intellectual property interest in any Content as a result of providing these Services.

4.2 The Company participates in Commercial Agreements with digital licensing bodies and platform partners to make Content available to DSPs. The specific terms, parties, and structure of such Commercial Agreements are confidential business arrangements and are not disclosed in these Terms. The existence of Commercial Agreements does not alter the Uploader’s ownership of Content or the royalty percentages applicable to their account.

4.3 Shopolo Music’s ability to deliver Content to specific DSPs is subject to the terms of its Commercial Agreements at any given time. The Company makes no guarantee that any specific DSP or platform will be available for any specific Release at any specific time, and the Company’s upstream licensing and delivery arrangements are subject to change.

5. Licence Grant and Exclusivity

5.1 By submitting Content through the platform, the Uploader grants Shopolo Digital Private Limited a non-exclusive, worldwide, royalty-free licence, for the duration of the distribution arrangement for that Content, to: (a) encode, store, and reproduce the Content in any format required by DSPs; (b) make the Content available to DSPs and digital platforms under the Company’s Commercial Agreements; (c) collect Net DSP Revenue on behalf of the Uploader; (d) use Content metadata, cover artwork, and artist name for DSP submission, platform administration, and promotional purposes as described in Clause 8; and (e) exercise any rights reasonably necessary for the provision of the Services.

5.2 Exclusivity – Per-Release Digital Distribution: By submitting a Release through the platform, the Uploader grants Shopolo Music the exclusive right to distribute that specific Release through digital streaming platforms and download services for the duration of the distribution arrangement for that Release. This exclusivity is limited strictly to digital distribution of the specific Release and does not restrict the Uploader from: (a) releasing other independent works through other platforms or services; (b) entering into synchronisation, licensing, publishing administration, or live performance agreements in respect of the same Release with any third party; or (c) selling physical copies of the same Release independently.

5.3 The Uploader warrants that no Release submitted to the platform is subject to any existing exclusive digital distribution agreement with any other party that would conflict with the exclusivity granted under Clause 5.2.

5.4 This licence does not permit Shopolo Music to: synchronise Content in any film, television production, advertisement, or other audio-visual work; commercially exploit Content beyond digital distribution and the promotional uses in Clause 8; or claim or register any copyright in or to Content in the Company’s own name.

5.5 No transfer of copyright, neighbouring rights, moral rights, or any other intellectual property interest to Shopolo Music results from this licence. The Uploader remains the sole and exclusive owner of all intellectual property rights in the Content at all times.

6. Uploader as Final Legal Authority

6.1 For all purposes connected with these Terms, Shopolo Music unconditionally treats the Uploader as the sole legally authorised representative and Rightholder of all Content submitted. This governs every action taken by Shopolo Music, including delivering Content to DSPs, collecting royalties, processing payout instructions, responding to takedown notices, and giving effect to any modification or deletion of Content.

6.2 Shopolo Music will not investigate, verify, adjudicate, or involve itself in: (a) contributor agreements, split sheets, or internal royalty arrangements between the Uploader and any collaborator; (b) co-ownership claims or authorship disputes; (c) disputes between band or group members; (d) contractual obligations between an artist and a label, manager, or agent; or (e) any claim by a songwriter, lyricist, or composer regarding an underlying composition.

6.3 Shopolo Music will act exclusively on the instructions of the Rightholder of record. Instructions from any third party — including co-writers, band members, or managers — will not be accepted or acted upon in the absence of a valid court order from a court of competent jurisdiction, formally served on Shopolo Digital Private Limited at its registered address.

7. User Responsibilities and Warranties

7.1 The Uploader undertakes, on a continuous and unconditional basis, to: (a) upload only Content for which they personally hold, or have obtained by valid licence or assignment, all necessary rights; (b) provide accurate, complete, and non-deceptive metadata for every Release; (c) comply with all applicable DSP content policies and submission specifications; (d) not upload Content that is defamatory, obscene, fraudulent, or otherwise unlawful; (e) not engage in or facilitate artificial, fraudulent, or manipulated streaming activity; and (f) immediately notify Shopolo Music of any known rights conflict or third-party claim affecting any Content on the platform.

7.2 The Uploader specifically warrants on a continuing basis that: (a) they are the sole and undisputed owner of the master recording in every piece of Content submitted, or hold all rights necessary for these Terms; (b) the Content does not infringe any third-party copyright, trade mark, moral right, or other intellectual property right; (c) no Content contains any unlicensed sample, interpolation, or reproduction of a third-party recording; (d) all Visual Assets submitted are original or duly licensed; (e) no Content is subject to any existing exclusive digital distribution agreement conflicting with Clause 5.2; and (f) the Uploader is legally entitled to receive the royalty payments due under these Terms.

8. Artificial Intelligence and Synthetic Media

8.1 The Uploader must clearly and accurately disclose at the time of submission whether any Content, in whole or in material part, has been generated or substantially assisted by artificial intelligence tools, generative models, or synthetic media technologies. Disclosure must be made through the designated field in the Dashboard release submission form. Failure to disclose AI-generated or AI-assisted Content constitutes a material breach of these Terms.

8.2 The following categories of AI-related Content are strictly prohibited on the platform: (a) AI-generated sound recordings that depict, replicate, or simulate the recognisable voice, performance style, or sonic identity of any named artist without that artist’s prior written consent; (b) AI-generated Content that uses an artist’s name, image, likeness, or identity in a manner that implies association or authorisation without consent; (c) AI-generated Content submitted with metadata falsely attributing authorship or performance to a human artist; and (d) any AI-generated Content that violates the content policies of any DSP to which it is delivered.

8.3 Shopolo Music reserves the right, in its sole discretion, to decline distribution of any Content it determines to be AI-generated or AI-assisted where DSPs would reject such Content or where the Uploader has failed to make the required disclosure. Such refusal does not constitute a breach of these Terms by Shopolo Music.

8.4 DSP policies regarding AI-generated Content are evolving rapidly. Uploaders are solely responsible for ensuring that any AI-generated or AI-assisted Content they submit complies with the then-current content policies of each DSP to which it is delivered. Shopolo Music assumes no liability for the removal of AI-generated Content by DSPs pursuant to their own policies.

9. Prohibited Content

9.1 The following categories of Content are strictly prohibited: (a) content infringing any third-party copyright, trade mark, neighbouring right, or moral right; (b) content containing unlicensed samples, interpolations, or reproductions; (c) defamatory, obscene, threatening, harassing, or otherwise unlawful content; (d) cover songs without a valid mechanical licence; (e) remixes or derivative works without required master and publishing clearances; (f) content with deliberately misleading metadata or artist identities; (g) AI-generated Content falling within the prohibited categories in Clause 8.2; (h) content violating any applicable DSP community guideline or content policy; and (i) content constituting or facilitating fraud, money laundering, or any criminal activity.

9.2 Submission of prohibited Content results in: immediate removal from the platform and all DSPs; suspension or permanent termination of the User’s account; and forfeiture of all accrued royalties in respect of the prohibited Content. The Uploader remains liable for all consequences arising from the submission of prohibited Content, including third-party claims against Shopolo Music.

10. Administrative Label Credit

10.1 In accordance with DSP metadata requirements, Shopolo Music will apply the following administrative label credits: (a) for independent artist releases: ℗ [Year] Shopolo Music and © [Year] Shopolo Music; and (b) for registered label releases: ℗ [Year] [Label Name] and © [Year] [Label Name]. This administrative credit is a technical requirement of DSPs and does not constitute a claim of copyright ownership by Shopolo Music or any transfer of rights.

11. Promotional Use of Content

11.1 Shopolo Music is hereby granted a limited, non-exclusive, royalty-free licence to use the Uploader’s artist name, artist image, Content title, cover artwork, and audio excerpts of up to 30 seconds exclusively for the purpose of promoting the Uploader’s releases and Shopolo Music’s services on the Shopolo Music website, social media platforms, and promotional materials.

11.2 This promotional licence does not extend to commercial advertising for third-party products or services, licensing to any third party, or any use prejudicial to the Uploader’s honour or reputation under Section 57(1) of the Copyright Act, 1957.

11.3 The promotional licence survives removal of Content from the platform for 6 calendar months after removal. Earlier cessation may be requested in writing to legal@shopolo.in.

12. Account Suspension and Termination

12.1 Shopolo Music may immediately suspend access to a User’s account without prior notice where: (a) any provision of these Terms is breached; (b) false, fraudulent, or deceptive information has been submitted; (c) fraudulent streaming activity or manipulation of DSP data is suspected or detected; (d) a valid copyright infringement complaint is unresolved after reasonable notice; (e) KYC documentation is not maintained current and valid; (f) prohibited Content has been submitted; or (g) any conduct materially threatens the integrity, legal standing, or platform relationships of Shopolo Music.

12.2 Permanent termination may be effected on written notice where grounds for suspension are not remedied within the period specified in the suspension notice, or where the breach is incapable of remedy. Upon permanent termination, legitimately accrued royalties not subject to investigation or withholding shall be paid in the next payout cycle, subject to the provisions of Policy IV.

12.3 A User may voluntarily close their account at any time by written notice to support@shopolo.in. Voluntary account closure triggers the payout provisions for accrued balances set out in Policy IV, Clause 6.

12.4 Termination for any reason does not affect accrued rights, obligations, or liabilities of either party arising before termination. Provisions of these Terms that by their nature survive termination shall continue in full force and effect.

13. Early Removal

13.1 An Early Removal occurs when an Uploader requests the permanent removal of Content from all DSPs, the temporary suspension of a Release on any DSP, or the transfer of a Release from Shopolo Music to another distributor, at any time during an active distribution arrangement.

13.2 Shopolo Music will process Early Removal requests promptly. Following receipt of a valid Early Removal request, Shopolo Music will issue takedown notices to all relevant DSPs. The Uploader acknowledges that DSPs process takedown instructions on their own schedules and that Content may remain accessible on some DSPs for up to 30 days following a takedown notice. Shopolo Music has no liability for any delays by DSPs in processing takedowns.

13.3 No monetary penalty applies to Early Removal. However, any royalties accrued in respect of the removed Content up to the date of the Early Removal that Shopolo Music has received will be paid in the next payout cycle, subject to the minimum threshold provisions of Policy IV.

13.4 The Uploader is solely responsible for ensuring compliance with any exclusivity obligations owed to Shopolo Music under Clause 5.2 at the time of an Early Removal or transfer request.

14. Non-Liability for Third-Party Disputes

14.1 Shopolo Music is a distribution and administrative platform, not a court, tribunal, or dispute resolution forum. The Company expressly disclaims all liability for disputes between artists and their labels; band members regarding jointly created Content; composers, producers, and Uploaders regarding revenue or credit; managers and artists; or any other third party in connection with Content distributed through the platform.

14.2 Shopolo Music will not freeze accounts, reallocate royalties, modify payout configurations, or take administrative action based solely on a dispute notification from a third party. The Company will act on instructions relating to Content and royalties only upon receipt of a formal court order from a court of competent jurisdiction, served on Shopolo Digital Private Limited at its registered address.

15. Violations and Fraudulent Streaming

15.1 Shopolo Music may suspend or terminate access, remove Content, and withhold royalties pending investigation where: (a) a DSP flags suspected fraudulent or manipulated streaming activity; (b) metadata is found to be misleading, false, or inaccurate; (c) a valid copyright complaint is received; (d) artwork or Content violates third-party rights; (e) a formal legal notice or court order is received; or (f) any conduct materially threatens the integrity or commercial relationships of the platform.

15.2 Royalties accrued in respect of Content under active fraud investigation shall be withheld for the duration of that investigation. Where fraud is confirmed, accrued royalties attributable to fraudulent activity are forfeited and irrecoverable. Where no adverse finding results, withheld royalties are released in the next payout cycle.

16. Limitation of Liability

16.1 To the fullest extent permissible under Indian law, Shopolo Digital Private Limited shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from the use of the Services. This includes losses from DSP platform failures or algorithm changes; DSP-side revenue adjustments or clawbacks; Content being temporarily unavailable due to technical issues; and disputes with third parties not caused by Shopolo Music’s own fault.

16.2 Shopolo Digital Private Limited’s total aggregate liability for any single claim shall not exceed the total Net DSP Revenue actually accrued to the relevant User’s account in the 6 calendar months immediately preceding the date on which the cause of action first arose.

16.3 Where no Net DSP Revenue has been generated during that 6-month period, the maximum aggregate liability is capped at INR 5,000 (Indian Rupees Five Thousand) only.

16.4 Nothing in this clause limits Shopolo Music’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded under applicable Indian law.

17. Indemnification

17.1 The Uploader agrees to fully indemnify, defend, and hold harmless Shopolo Digital Private Limited, its directors, officers, shareholders, employees, agents, and assigns from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses — including reasonable legal fees — arising from: (a) infringement of third-party copyright, neighbouring rights, moral rights, trade mark, or other intellectual property in connection with submitted Content; (b) unlicensed samples or insufficiently cleared content; (c) false, fraudulent, or deceptive metadata; (d) unauthorised upload or distribution; (e) disputes with co-writers, collaborators, producers, or labels; (f) misrepresentation during registration or KYC; and (g) violation of the AI and synthetic media provisions in Clause 8.

17.2 This indemnity survives termination of the distribution arrangement and closure of the User’s account, and continues for as long as any third-party claim in relation to the relevant Content could legally be brought against Shopolo Music.

18. Force Majeure

18.1 Shopolo Music shall not be liable for any failure or delay in performing its obligations under these Terms arising from causes beyond its reasonable control, including but not limited to: acts of God, fire, flood, earthquake, epidemic, pandemic, war, civil unrest, government action, regulatory changes, cyberattacks, failure of internet infrastructure, failure of third-party telecommunications networks, failure or policy changes by DSPs or upstream commercial partners, or any other event of force majeure.

18.2 Shopolo Music will notify Users as soon as reasonably practicable of any force majeure event affecting the Services and will use commercially reasonable efforts to resume normal operations. The duration of any force majeure event suspends, but does not extinguish, the Company’s obligations under these Terms.

19. Assignment

19.1 Shopolo Digital Private Limited may, without notice to Users and without requiring User consent, assign, transfer, or delegate any or all of its rights or obligations under these Terms to any successor entity, acquirer, affiliate, or any entity resulting from a merger, acquisition, or restructuring of the Company. Any such assignment shall not reduce or alter the rights of Users under these Terms in force at the time of assignment.

19.2 Users may not assign, transfer, or sub-license any rights or obligations under these Terms to any third party without the prior written consent of Shopolo Digital Private Limited.

20. Accounting Objection Period

20.1 Any objection by an Uploader to a royalty statement made available through the Dashboard must be raised in writing to statements@shopolo.in within 12 months of the date on which the statement is posted to the Dashboard. Objections must specify the particular statement, the specific entries objected to, and the basis for the objection.

20.2 Each royalty statement shall become conclusively binding on the Uploader at the end of the 12-month objection period. After that period, no claim may be raised in respect of that statement. This provision does not affect the Uploader’s right to raise a grievance under Policy V in respect of matters other than the accuracy of a specific royalty statement.

21. Advance Payments

21.1 Shopolo Music does not offer advance payments as a standard feature of the Services. Shopolo Music reserves the right, at its sole discretion on a case-by-case basis, to offer a monetary advance to specific Uploaders. Any such advance shall be governed by a separate Advance Agreement executed between the parties at the time the advance is agreed.

22. Modifications to Terms

22.1 Shopolo Music reserves the right to amend these Terms at any time. Material changes will be notified via email to the User’s registered address and through a prominent notification on the Dashboard, with not less than 30 days’ notice before the amendment takes effect.

22.2 Any amendment that would reduce an Uploader’s applicable revenue share percentage shall not apply to existing releases without not less than 30 days’ prior written notice and shall not be applied retroactively to royalties already accrued.

22.3 Continued use of the Services after notification of amended Terms constitutes acceptance of the revised Terms. A User who does not accept the amended Terms must notify Shopolo Music in writing and cease using the Services.

23. Governing Law and Dispute Resolution

All matters under these Terms are governed by Indian law and subject to the multi-tiered dispute resolution framework in Policy V, incorporated herein by reference in its entirety.

Schedule 1 — Revenue Share Table

All percentages apply to Net DSP Revenue — after upstream Commercial Agreement fees, DSP commissions, payment gateway charges, and applicable TDS and GST deductions.

Schedule 2 — Contact Directory