Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using ToplineBase (the "Platform" or "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional terms that may apply to specific features of the Platform.

If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not use the Platform.

2. Description of Service

ToplineBase is a digital marketplace that facilitates the connection between songwriters, producers, and music publishers for the licensing, sale, and pitching of vocal toplines and related music content.

2.1 Platform Features

The Platform provides:

• Marketplace: A platform for buying and selling topline licenses
• Pitching System: Tools for songwriters to pitch content to producers and publishers
• AI Detection (Origin™): Technology to verify the authenticity of uploaded content
• Split Management: Tools for managing publishing and master split agreements between multiple parties
• Payment Processing: Facilitation of transactions and automated payouts via Stripe Connect
• Digital Contracts: Generation and management of licensing agreements

2.2 Platform Role

ToplineBase acts solely as an intermediary platform. We facilitate transactions between users but are not a party to any agreement between Buyers and Sellers, except for this Terms of Service and our role as payment facilitator.

3. User Accounts & Eligibility

3.1 Account Requirements

To use the Platform, you must:

• Be at least 18 years old or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure

3.2 Account Types

• Songwriter: Users who upload and sell toplines
• Producer: Users who browse and purchase toplines
• Publisher: Users who manage songwriter rosters and pitch catalogs

3.3 Verification Requirements

To sell content on the Platform, Songwriters must complete:

• Identity Verification (KYC): Government-issued ID verification via Stripe Identity
• Payment Setup: Bank account or PayPal connection via Stripe Connect for receiving payouts

4. Intellectual Property & Licensing

4.1 Ownership of Uploaded Content

You retain all ownership rights to the content you upload to the Platform. By uploading content, you represent and warrant that:

• You are the sole creator of the content, or you have obtained all necessary rights, licenses, and permissions from all co-creators and rights holders
• Your content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party
• Your content does not contain any unauthorized samples, interpolations, or derivatives of copyrighted works
• You have the authority to grant the licenses described in these Terms

4.2 License to ToplineBase

By uploading content to the Platform, you grant ToplineBase a non-exclusive, worldwide, royalty-free license to:

• Store, host, and display your content on the Platform
• Create preview versions (including watermarked audio) for marketing purposes
• Use thumbnails, excerpts, and metadata for promotional purposes
• Facilitate the licensing and sale of your content to other users

This license terminates when you remove your content from the Platform, except for any sublicenses already granted to Buyers.

4.3 Marketplace Transactions

When a Buyer purchases a topline through the Marketplace, the following standard license is granted unless otherwise specified in the transaction:

The Seller retains: 50% of the master recording and 50% of the publishing rights, unless a buyout option is exercised.

4.4 Buyout Option

If the Seller has enabled a buyout option and the Buyer exercises it:

• The Buyer acquires 100% of the master recording rights
• The Buyer acquires 100% of the publishing rights
• The Seller no longer retains any ownership interest in the work

4.5 Pitch & Preview Use

Content made available for pitching or preview purposes only grants:

• Preview License: Right to listen and evaluate the content privately
• No Commercial Rights: No right to release, distribute, or monetize
• No Download Rights: No right to download unwatermarked files

Pitched content remains the property of the Seller until a transaction is completed.

4.6 Cover Songs

For toplines uploaded as cover songs, the original composition rights remain with the original rights holders. Sellers must clearly mark such content, and Buyers are responsible for obtaining any necessary mechanical licenses for the underlying composition.

5. Multi-Party Splits & Co-Writers

5.1 Split Agreements

The Platform allows Sellers to define split agreements for content created with multiple contributors:

• Publishing Splits: Division of songwriting ownership (melody + lyrics)
• Master Splits: Division of the topline sale fee among creators

5.2 Uploader Responsibilities

By uploading content with co-writers, the uploader represents and warrants that:

• All listed co-writers have agreed to the specified split percentages
• All co-writers have consented to the content being listed on the Platform
• The split percentages accurately reflect the agreed ownership arrangement
• The uploader has the authority to list the content on behalf of all parties

5.3 Co-Writer Approval

For content with co-writers who have ToplineBase accounts, the Platform requires approval from each co-writer before the content is listed. Co-writers can review and approve their involvement and split percentages through their dashboard.

5.4 Platform Limitation

Important: ToplineBase does not verify the accuracy or legitimacy of split agreements. The Platform relies on the representations made by uploaders. Any disputes regarding ownership, splits, or entitlements are solely between the parties involved. ToplineBase is not liable for any inaccurate, fraudulent, or disputed split arrangements.

5.5 Dispute Resolution Between Parties

Disputes between co-writers or between Sellers and Buyers regarding ownership or splits must be resolved directly between the parties. ToplineBase may, at its sole discretion, freeze payouts or remove content pending resolution of disputes but has no obligation to mediate or adjudicate such disputes.

6. AI Detection & Content Authenticity

6.1 Zero AI Policy

ToplineBase maintains a strict policy against AI-generated content. All toplines listed on the Marketplace must be:

• Performed by human vocalists
• Written by human songwriters
• Free from AI-generated or AI-manipulated vocal elements

6.2 Origin™ AI Detection System

All uploaded content is analyzed by our proprietary Origin™ AI detection system, which uses a combination of spectral analysis and machine learning to identify potentially AI-generated content.

6.3 Detection Limitations

Important: AI detection technology is provided on a "best-effort" basis. ToplineBase does not guarantee the accuracy of AI detection results. False positives (human content flagged as AI) and false negatives (AI content not detected) may occur. The Platform reserves the right to make final determinations regarding content authenticity.

6.4 Consequences of AI Content Violations

If content is determined to be AI-generated or AI-manipulated, ToplineBase may:

• Reject or remove the content from the Platform
• Suspend or terminate the user's account
• Withhold or reverse payouts related to such content
• Notify affected Buyers and facilitate refunds if applicable

6.5 Appeals

Users may appeal AI detection decisions by contacting support@toplinebase.com with additional evidence of human creation. ToplineBase will review appeals but reserves the right to make final determinations at its sole discretion.

7. Payments, Fees & Payouts

7.1 Platform Fees

ToplineBase charges a total platform fee of 15% on successful Marketplace transactions:

• Buyer Fee: 5% added to the purchase price
• Seller Fee: 10% deducted from the payout amount

7.2 Subscription Fees

Access to certain Platform features requires a paid subscription (Pro or Elite tier). Subscription fees are:

• Billed in advance on a monthly or annual basis
• Non-refundable except as required by applicable law
• Subject to change with 30 days' notice

7.3 Payment Processing via Stripe

All payment processing is handled by Stripe, Inc. ("Stripe"). By using the Platform, you agree to be bound by:

• Stripe's Terms of Service
• Stripe's Privacy Policy
• Stripe Connected Account Agreement (for Sellers)

7.4 Seller Payouts

Payouts to Sellers are processed via Stripe Connect:

• Payouts are initiated after all parties have signed the licensing agreement
• Standard payout timing is 2-7 business days, depending on your bank and location
• Multi-party splits are automatically distributed to all co-writers with verified Stripe Connect accounts

7.5 Payout Delays & Failures

Important: ToplineBase is not responsible for payout delays caused by Stripe, banking institutions, or incomplete/incorrect account information provided by users. Payouts may be delayed or withheld due to fraud prevention checks, disputes, or Stripe's review processes.

7.6 Chargebacks & Refunds

In the event of a chargeback or refund:

• ToplineBase may reverse or withhold payouts to Sellers
• Sellers may be responsible for chargeback fees charged by Stripe
• Repeated chargebacks may result in account suspension or termination

7.7 Currency

All prices on the Platform are displayed in Euros (€). Buyers may be charged in their local currency with conversion rates determined by their payment provider.

8. Prohibited Conduct

You agree not to:

• Upload content you do not own or have rights to license
• Upload AI-generated or AI-manipulated vocal content
• Provide false or misleading information about content ownership or co-writers
• Circumvent or attempt to circumvent platform fees or transaction processes
• Engage in transactions outside the Platform to avoid fees
• Create multiple accounts to abuse promotions or circumvent restrictions
• Harass, abuse, or threaten other users
• Use the Platform for any illegal purpose
• Attempt to access unauthorized areas of the Platform or its systems
• Reverse engineer, decompile, or disassemble any part of the Platform
• Use automated tools to scrape, download, or collect data from the Platform
• Interfere with or disrupt the Platform's operation
• Impersonate any person or entity

9. Content Moderation & Removal

ToplineBase reserves the right to review, moderate, and remove content at its sole discretion. Content may be removed if it:

• Violates these Terms of Service
• Infringes on intellectual property rights
• Contains AI-generated elements
• Is the subject of a valid legal complaint or DMCA takedown notice
• Is deemed inappropriate, offensive, or harmful

ToplineBase is not obligated to provide advance notice of content removal, though we will endeavor to notify users when possible.

10. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• AS-IS BASIS: The Platform is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• NO GUARANTEE OF AVAILABILITY: We do not guarantee that the Platform will be uninterrupted, secure, or error-free.
• USER CONTENT: We do not endorse, guarantee, or assume responsibility for the accuracy, reliability, or legality of any user-generated content.
• THIRD-PARTY SERVICES: We are not responsible for the actions, content, or practices of third-party services, including Stripe, and your use of such services is at your own risk.
• AI DETECTION: We do not guarantee the accuracy of AI detection results. False positives and false negatives may occur.
• TRANSACTIONS: We do not guarantee the completion of any transaction or the performance of any user obligations.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• EXCLUSION OF DAMAGES: ToplineBase, its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or other intangible losses.
• LIABILITY CAP: Our total aggregate liability for any claims arising from or related to these Terms or the Platform shall not exceed the greater of (a) the amount you paid to ToplineBase in the 12 months preceding the claim, or (b) €100.
• THIRD-PARTY DISPUTES: We are not liable for disputes between users, including disputes regarding ownership, splits, payments, or the quality of content.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless ToplineBase, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Any content you upload, submit, or transmit through the Platform
• Any dispute between you and another user
• Any inaccurate or fraudulent information you provide, including split arrangements

13. Termination

13.1 Termination by You

You may terminate your account at any time through your account settings. Upon termination:

• Your access to the Platform will be revoked
• Your uploaded content will be removed (except for content subject to active transactions)
• Subscription fees are non-refundable

13.2 Termination by ToplineBase

We may suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Fraudulent or illegal activity
• Extended period of inactivity
• At the request of law enforcement or government agencies

13.3 Effect of Termination

Upon termination, provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: intellectual property provisions, disclaimers, limitation of liability, indemnification, and governing law.

14. Changes to Terms

We may modify these Terms at any time. Material changes will be communicated via:

• Email notification to registered users
• Prominent notice on the Platform
• Update to the "Last updated" date at the top of these Terms

Your continued use of the Platform after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Platform.

15. Governing Law & Jurisdiction

These Terms and any dispute arising from or related to these Terms or the Platform shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.

Any disputes shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, Netherlands.

Notwithstanding the foregoing, you agree that ToplineBase may seek injunctive relief in any court of competent jurisdiction.

16. Miscellaneous

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and ToplineBase regarding the Platform.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights without restriction.
• No Agency: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and ToplineBase.