Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the services provided by Rapture Music Group (Pty) Ltd (“Rapture”, “we”, “us”, or “our”), including but not limited to digital music distribution, content management, publishing access, and related services (collectively, the “Services”), accessible at www.rapturemusic.co and distro.rapturemusic.co/app.rapturemusic.co (collectively, the “Site”).

By accessing or using the Services in any manner, you represent and warrant that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not access or use the Services.

Your use of Rapture’s distribution services is separately governed by the Rapture Distribution Agreement, which supplements and is incorporated into these Terms by reference.

1. Definitions

In these Terms, the following terms have the meanings set out below:

“Distribution Agreement” means the agreement governing the specific commercial terms, fees, and conditions applicable to your account type, incorporated into these Terms by reference.

“DSPs” or “Stores” means digital streaming platforms, download stores, and other digital retailers to which Rapture distributes your Recordings, including but not limited to Spotify, Apple Music, YouTube Music, Tidal, Amazon Music, Deezer, Audiomack, Beatport, TikTok, and Instagram.

“Materials” means any artwork, images, logos, videos, and other assets submitted by you through the Services.

“Metadata” means the information used to identify your content including track title, artist name, genre, label, release date, ISRC, UPC, and related information.

“Recordings” means any and all audio recordings submitted by you through the Services, including the underlying musical compositions embodied in them.

“Release” means any single, EP, album, compilation, or other bundle of one or more Recordings submitted for distribution.

“Royalties” means income actually received by Rapture from DSPs in respect of your Recordings and Materials, after deduction of applicable third-party fees, taxes, and payment processing costs, as set out in your Distribution Agreement.

“Term” means the period commencing on the date you first access or use the Services and continuing until your account is terminated in accordance with these Terms.

“Territory” means the world, unless otherwise specified in your Distribution Agreement.

“User Content” means all Recordings, Materials, Metadata, and other content you submit, upload, or share through the Services.

2. Eligibility

2.1 You must be 18 years of age or older, or the applicable age of majority in your jurisdiction, to use the Services independently.

2.2 If you are between 13 and 17 years of age, you may only use the Services with the verifiable consent of a parent or legal guardian, who agrees to be fully responsible for your compliance with these Terms. If you are under 13, you may not use the Services.

2.3 By using the Services, you represent and warrant that you meet the applicable eligibility requirements and have the legal capacity to enter into a binding agreement.

3. Account Registration

3.1 Certain features of the Services require you to register for an account. You are responsible for providing accurate, current, and complete information at registration and for keeping that information updated.

3.2 You are responsible for maintaining the confidentiality of your account credentials. Any activity that occurs under your account is your sole responsibility. You agree to notify us immediately of any unauthorized use or suspected breach of security at support@rapturemusic.co.

3.3 We cannot and will not be liable for any loss or damage arising from unauthorized access to your account resulting from your failure to safeguard your credentials.

3.4 By using the Services, you represent and warrant that: (a) you are not listed on any applicable sanctions list, including any list maintained by the United Nations, the European Union, the United Kingdom, the United States Office of Foreign Assets Control (OFAC), or the South African government; (b) you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive economic sanctions; and (c) you will immediately notify us at legal@rapturemusic.co if any of the foregoing ceases to be true. Rapture reserves the right to suspend or terminate your account and withhold any earnings if we determine, in our sole discretion, that you are or have become a restricted person or are located in a restricted territory.

4. Description of Services

Rapture provides digital music distribution, content management, royalty accounting, and artist services to independent artists and labels. Specific service terms, fees, and conditions applicable to your account type are set out in your Distribution Agreement and, from July 2026, in your Rapture Console account.

Rapture reserves the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice, and without liability to you, except as required by applicable law.

5. User Content

5.1 Your responsibility

You are solely responsible for all content, recordings, artwork, metadata, and materials you upload, submit, or share through the Services (“User Content”). Rapture acts as a passive conduit for the distribution of your User Content and does not claim ownership over it.

5.2 Licence to Rapture

By submitting User Content, you grant Rapture an exclusive, royalty-free (meaning no separate licence fee is owed to you for this grant; your royalty entitlements are set out in Section 8) worldwide licence to use, reproduce, distribute, stream, display, promote, and sublicense your content solely in connection with providing the Services, including distribution to digital streaming platforms and download stores. This licence terminates when your content is removed from the Services in accordance with these Terms or your Distribution Agreement. The licence granted under this clause includes the right to use your artist or label name, professional name, photograph, likeness, and biographical information that you have submitted to us, solely in connection with promoting, marketing, and providing the Services, including on our website, social media channels, and promotional materials.

5.3 Your warranties

By submitting User Content, you represent and warrant that:

• You own or have obtained all necessary rights, licenses, clearances, and permissions to submit and distribute the content
• Your content does not infringe the intellectual property, privacy, publicity, or other rights of any third party
• Your content complies with all applicable laws, regulations, and platform content guidelines
• All metadata, credits, and information you provide is accurate and complete
• You have obtained all necessary mechanical, performance, and synchronization licenses where applicable

6. Intellectual Property

6.1 All content on the Site, excluding your User Content, including the Rapture name, logo, design, platform technology, and documentation, is owned by Rapture or its licensors and is protected by applicable intellectual property laws. You may not copy, reproduce, distribute, or create derivative works from any such content without our prior written consent.

6.2 You retain full ownership of your master recordings and compositions. Nothing in these Terms transfers ownership of your intellectual property to Rapture.

6.3 To submit a claim of copyright infringement, please send written notice to infringement@rapturemusic.co. Your notice must include: (a) an electronic or physical signature of the person authorised to act on behalf of the copyright owner; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material alleged to be infringing and its location on our Services, with sufficient detail to allow us to locate it; (d) your full name, address, telephone number, and email address; (e) a statement that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorised to act on their behalf. Rapture reserves the right to terminate the accounts of repeat infringers in appropriate circumstances and at its sole discretion. Please be advised that you may be held liable for damages if you make material misrepresentations in a notice of infringement.

6.4 Counter-notifications may be submitted if you believe content was removed in error. Please contact infringement@rapturemusic.co.

6.5 If you submit feedback, ideas, suggestions, or recommendations regarding the Services to Rapture, you agree that Rapture is free to use, implement, and commercialize such feedback in any manner without restriction, compensation, or attribution to you.

7. Fees and Payments

7.1 Certain Services require payment of fees. Applicable fees for your account type are set out in your Distribution Agreement and, from July 2026, displayed in your Rapture Console account.

7.2 You are responsible for all payment processing fees, applicable taxes, and any third-party charges associated with your payments to Rapture or royalty disbursements from Rapture.

7.3 If you’re a consumer under the Electronic Communications and Transactions Act 25 of 2002, you may cancel your subscription without penalty within seven days of signing up, unless you’ve already started using the Services with your consent, in which case that right no longer applies, per Section 42(2)(d) of that Act. Where it does apply, you’ll get a full refund within 30 days. Outside of this, all fees are non-refundable as set out below.

7.4 Cancellation: All fees are non-refundable, and no partial or prorated refunds will be issued for cancellation, downgrade, or unused portions of a subscription period. If you cancel your subscription before your renewal date, you will retain access to the Services until the end of your current billing period, at which point your access will end and your subscription will not renew.

7.5 Rapture reserves the right to update its fee structure from time to time. Any changes applicable to your account will be communicated in accordance with your Distribution Agreement.

8. Royalties and Earnings

8.1 Royalty rates, payment schedules, and accounting terms applicable to your account type are set out in your Distribution Agreement.

8.2 Rapture will account for and pay royalties in accordance with your Distribution Agreement. Royalty reporting is dependent on data received from digital streaming platforms, and Rapture is not responsible for errors or delays in DSP reporting.

8.3 Rapture reserves the right to withhold payments where there is a reasonable suspicion of fraud, artificial streaming, content infringement, or breach of these Terms or your Distribution Agreement, pending investigation.

8.4 A minimum payout threshold applies. Details are set out in your Distribution Agreement and Rapture Console account.

8.5 Any dispute regarding a royalty statement, including any claim arising from that statement, must be raised in writing to legal@rapturemusic.co within twelve (12) months of the date the statement is issued. After that period, the statement will be deemed final and binding. You agree to waive any right to dispute or bring a claim in relation to any statement not raised within this period.

8.6 Where earnings have been credited to your account but remain unclaimed for a period of three (3) years, Rapture will make reasonable efforts to contact you using the email address associated with your account. If no response is received within sixty (60) days of such contact, unclaimed earnings may be transferred to a designated holding account pending claim. To claim earnings from a holding account, contact support@rapturemusic.co. This clause does not constitute forfeiture and does not extinguish your right to claim earnings, subject to any applicable legal limitation periods.

8.7 Royalty disbursements are subject to the terms and restrictions of our third-party payment processors. Rapture cannot guarantee payment to users located in countries or territories that are restricted or prohibited by our payment processors from time to time. Rapture accepts no liability where a payment processor is unable to process a disbursement due to the country of residence of the account holder. It is your responsibility to ensure that you are eligible to receive payments through our designated payment processors before registering for the Services.

9. Prohibited Conduct

You agree not to:

• Use the Services unlawfully or in violation of these Terms or applicable law
• Upload content that infringes third-party intellectual property, privacy, or publicity rights
• Submit harmful, abusive, defamatory, obscene, or illegal content
• Engage in artificial streaming, bot-driven plays, or any practice designed to fraudulently inflate performance metrics
• Use automated scripts, bots, or scraping tools to access or collect data from the Services
• Reverse engineer, decompile, or attempt to extract source code from the Services
• Resell, sublicense, or transfer access to the Services to any third party without our prior written consent
• Misrepresent your identity or your rights to any content you submit
• Interfere with or disrupt the Services or any servers or networks connected to the Services
• Use the Services, or any content, data, or materials accessed through the Services, to develop, train, operate, or improve any artificial intelligence model, machine learning system, or competing product or service, without our prior written consent.

10. Privacy

Your use of the Services is subject to our Privacy Policy, located at www.rapturemusic.co/privacy, which is incorporated into these Terms by reference. By using the Services, you consent to our collection, use, and disclosure of your personal information in accordance with our Privacy Policy and applicable law, including the Protection of Personal Information Act 4 of 2013 (POPIA).

11. Third-Party Services and Platforms

11.1 The Services facilitate the distribution of your content to third-party digital streaming platforms and download stores (“DSPs”). Your content’s availability on any DSP is subject to that DSP’s own terms, content policies, and guidelines. In the event of any conflict between these Terms and a DSP’s requirements, the DSP’s requirements govern.

11.2 Rapture may provide access to or facilitate connections with third-party services, including publishing administration partners. Your use of any third-party service is governed by that third party’s own terms and privacy policy. Rapture is not responsible for the practices or content of third-party services.

11.3 You agree not to initiate, pursue, support, or participate in any claim, legal action, or proceeding against any DSP, their affiliates, subsidiaries, or users, arising from or related to the distribution, use, or exploitation of your Recordings, Materials, or Metadata through the Services, or otherwise arising from or related to these Terms or your Distribution Agreement. This obligation survives the termination of your account.

12. Disclaimers

12.1 The Services are provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

12.2 Rapture makes no guarantee as to any level of streams, downloads, sales, or commercial exploitation of your content. The sale and exploitation of recorded music is a highly speculative business and Rapture retains absolute discretion over its distribution and promotional policies.

12.3 Rapture does not warrant that the Services will be uninterrupted, error-free, or completely secure.

13. Limitation of Liability

To the fullest extent permitted by applicable law, Rapture and its directors, officers, employees, agents, and affiliates shall not be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or reputational damage, arising out of or in connection with your use of, or inability to use, the Services.

Rapture’s aggregate liability to you for any claim arising under or in connection with these Terms or the Services shall not exceed the total fees paid by you to Rapture in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be lawfully excluded or limited under applicable South African law.

14. Indemnification

You agree to defend, indemnify, and hold harmless Rapture and its directors, officers, employees, agents, licensors, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Services
• Your User Content, including any claim that it infringes a third party’s intellectual property or other rights
• Your breach of these Terms or your Distribution Agreement
• Your violation of any applicable law or regulation

Rapture will notify you of any such claim and, where Rapture so requests, you will assist in the defense of such claim at your expense, provided that you may not settle any claim in a manner that imposes any liability or obligation on Rapture without Rapture’s prior written consent.

15. Termination

15.1 You may terminate your account at any time by providing written notice in accordance with your Distribution Agreement.

15.2 Rapture may suspend or terminate your access to the Services, with written notice where reasonably practicable, if:

• You breach any material provision of these Terms or your Distribution Agreement and fail to remedy such breach within 30 days of written notice
• You engage in fraudulent activity, artificial streaming, or content infringement
• You fail to make any payment when due
• Rapture is required to do so by law or by a DSP

15.3 On termination, Rapture will initiate take-down notices to DSPs in accordance with your Distribution Agreement. Pre-paid fees are non-refundable. If you cancel before your renewal date, you will retain access to the Services until the end of your current billing period, as set out in Section 7.4.

15.4 Provisions that by their nature survive termination — including Sections 6, 8.5, 8.6, 12, 13, 14, and 18.1 through 18.4 — shall continue in full force after termination.

16. Modifications to These Terms

We may update these Terms from time to time to reflect changes in our Services, applicable law, or business practices. We will notify you of material changes by posting a notice on our website or by email. Your continued use of the Services after such notice constitutes your acceptance of the updated Terms. If you do not agree with any changes, you must stop using the Services.

17. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. The parties consent to the exclusive jurisdiction of the South African courts, including the High Court (Gauteng Local Division, Johannesburg), to hear any disputes arising out of or in connection with these Terms or the Services.

18. General Provisions

18.1 These Terms, together with the Privacy Policy and your Distribution Agreement, constitute the entire agreement between you and Rapture with respect to the Services and supersede all prior agreements relating to the same subject matter.

18.2 If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Rapture’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

18.4 You may not assign your rights or obligations under these Terms without Rapture’s prior written consent. Rapture may assign its rights and obligations under these Terms to an affiliate or successor entity.

18.5 Rapture is not liable for any failure or delay in performing its obligations under these Terms resulting from events beyond its reasonable control, including natural disasters, power failures, strikes, or government actions.

19. Contact

For general enquiries:

• Email: support@rapturemusic.co
• Website: www.rapturemusic.co

For legal notices, copyright claims, and infringement reports:

• Email: legal@rapturemusic.co
• Email: infringement@rapturemusic.co

Rapture Music Group (Pty) Ltd
Registration Number: 2023/875130/07
Broadacres, Johannesburg, Gauteng, South Africa

Schedule A — Additional Terms and Conditions: Distribution Services

A1. Representations and Warranties

By using the distribution services, you warrant, represent, and agree that:

• You have the right to grant to Rapture all rights you purport to grant under these Terms and your Distribution Agreement, and have obtained all necessary licenses and clearances
• You will comply with all applicable laws, rules, and regulations, including RISA, RIAA, IFPI guidelines, and any applicable parental advisory requirements
• No use of your content will violate any law or regulation of any country, or infringe upon or violate the rights of any person or entity
• All information you provide to Rapture, including metadata and account information, is accurate and complete
• No prior security interest or lien of any kind exists over your content
• You have not entered into any agreement that conflicts with the rights granted to Rapture under these Terms

A2. Indemnification

You will defend and indemnify Rapture (including its affiliates and each of their respective successors, assigns, directors, officers, employees, attorneys, and representatives) against any expenses or losses (including reasonable legal fees) resulting from any third-party claim arising from or related to a breach, or an alleged breach, of any of your representations, warranties, or obligations under these Terms or your Distribution Agreement.

Rapture will inform you of any such claim. Rapture may cease distribution and remove any content that becomes subject to a claim, and may withhold payments in an amount reasonably related to the claim and potential associated expenses, pending resolution.

A3. Confidentiality

Without Rapture’s prior written consent, you may not disclose any of the terms and conditions of your Distribution Agreement, any non-public information you learn regarding Rapture’s business, or any data provided to you. This obligation does not apply to information that:

• Is or becomes generally available to the public through no wrongful act or omission on your part
• You have received from a third party free to make such disclosure without breach of any legal obligation
• Is required to be disclosed pursuant to any statute, regulation, court order, or other legal process, provided you give Rapture prompt written notice to enable Rapture to seek a court order limiting such disclosure

A4. Speculative Nature of Business

Because the sale and exploitation of recorded music is a highly speculative business, Rapture makes no guarantee as to any degree of streams, downloads, sales, or commercial exploitation of your content. Rapture retains absolute discretion over its distribution and exploitation policies and may decline or cease distribution of any content at any time, without further liability to you.

If Rapture declines to distribute any content in its entirety, you may give notice of your intent to withdraw such content, and Rapture will have ten (10) business days to reconsider.

A5. Governing Law

These Additional Terms are governed by and construed in accordance with the laws of the Republic of South Africa. Any disputes arising out of or in connection with these Additional Terms shall be subject to the exclusive jurisdiction of the South African courts.

A6. Relationship of the Parties

You and Rapture are independent contractors. Nothing in these Terms or your Distribution Agreement creates a partnership, joint venture, agency, or fiduciary relationship between you and Rapture. Rapture acts as principal in all transactions with its customers and is not a trustee or fiduciary of amounts owed to you.

A7. Force Majeure

If Rapture is materially hampered in fulfilling its obligations due to an event not reasonably within its control — including natural disasters, power failures, technical infrastructure failure, terrorism, strike, or government action — Rapture will not be in breach as a result of such event and may, on notice to you, suspend performance for the duration of such event.

A8. Post-Term Provisions

After the term of your Distribution Agreement, if Rapture receives any income from DSPs on your content, Rapture’s sole obligation will be to pay you in accordance with your Distribution Agreement as though it were still in effect, and to send take-down notices on request. Sections 6, 8.5, 8.6, 12, 13, 14, 18.1 through 18.4, and A1 through A8 of these Terms survive termination.

Rapture Music Group (Pty) Ltd
Registration Number: 2023/875130/07