Terms of Service

1. Acceptance & Operator

These Terms of Service ("Terms") form a binding agreement between you ("User", "Artist", "you") and SuperDarkCode Labs (Private) Limited, a company registered in Zimbabwe, trading as Music Localhost (D-U-N-S® Number 631177843) (the "Platform", "we", "us", "our"). They apply to every person who accesses or uses the Platform's website, mobile apps, Telegram or WhatsApp bots, APIs, or any other service offered under the "Music Localhost" brand.

By creating an account or using the Service, you confirm you have read and accepted these Terms. If you upload music, you additionally accept the Artist Terms (Sections 5–10 of the master agreement), and will be prompted to re-accept them at the moment you first upload. The full master agreement, including the canonical Artist Terms, is published at records.localhost.co.zw/manage/terms.

2. Eligibility & Identity Verification

You must be at least sixteen (16) years of age to create a listener account, and at least eighteen (18) years of age to create an Artist or Producer account. Minors (16–17) may use the listener Service only with the verifiable consent of a parent or legal guardian, who is responsible for their use and any transactions conducted through their account. We may require documentary evidence of guardian consent.

Know Your Customer (KYC). Before processing any payout, we may require Artists and Producers to complete identity verification, including submission of a government-issued identification document, a selfie photograph for biometric matching, proof of address, and banking or EcoCash payout details. This is required to comply with anti-money-laundering obligations, to prevent fraud, and to ensure royalties reach the rightful recipient. Until KYC is complete, payouts will be held in trust on your behalf.

Sanctions screening. We screen Artist accounts against United Nations, OFAC, EU, and United Kingdom sanctions lists, and against Politically Exposed Person (PEP) registers. We may decline registration, suspend payouts, or terminate accounts that match a designated person or jurisdiction.

You represent and warrant that all registration, profile, and KYC information you provide is truthful, accurate, and complete, and you will keep it up to date. Impersonating another person, or operating your account on behalf of another person without documented authority, is a material breach and grounds for immediate termination with no refund of fees and forfeiture of accrued royalties.

3. Your Account

Registration is conducted via your mobile phone number, verified by a one-time SMS code. You are responsible for maintaining the confidentiality of your login credentials, including any authentication tokens. You are solely responsible for all activity that occurs under your account, whether or not you have authorised such activity. You must notify us immediately at legal@localhost.co.zw if you become aware of any unauthorised use of your account.

You may not transfer, sell, or assign your account to any third party. Accounts are personal. Where an account is operated by a group, label, or company, the registered phone number must belong to a natural person who has been duly authorised by the entity to bind it.

4. The Service

Music Localhost is a digital platform for music streaming, discovery, and distribution, with a primary focus on Zimbabwean artists and the broader African music ecosystem. The Service includes:

• Music Streaming: On-demand streaming via adaptive bitrate HLS (HTTP Live Streaming).
• Distribution: Submission of your releases through our distribution network to over 150 external Digital Service Providers ("DSPs"), including Spotify, Apple Music, Boomplay, Audiomack, YouTube Music, Deezer, Tidal, and Amazon Music.
• Beat Marketplace: A marketplace where Producers list beats under basic, premium, and exclusive licence tiers.
• Artist Profiles, Discovery, Smart Links, Analytics.

We reserve the right to modify, suspend, or discontinue any part of the Service, change DSP partners or aggregators, change payment providers, or adjust technical delivery requirements (audio format, metadata, cover art) at any time, with or without notice.

5. Listener Obligations

As a listener you acknowledge and agree to the following:

• No downloading or ripping. All audio is provided via streaming only. You may not download, record, capture, rip, or otherwise copy any audio stream delivered through the Service. Use of any software, browser extension, or tool to extract audio content is strictly prohibited.
• No circumvention of technical measures. You may not circumvent, disable, or interfere with HLS segmentation, signed URLs, token-based authentication, DRM, or any other technical protection measure.
• No redistribution. You may not redistribute, rebroadcast, or retransmit any content from the Service to any third party.
• Personal use only. Streams are licensed for personal, non-commercial listening. They may not be used in public performance, broadcast, ambient music in commercial premises, or any other commercial context without separate authorisation.

6. Artist Content & Licence

Ownership retained. You retain full ownership of all sound recordings, musical works, cover art, photography, lyrics, and associated rights uploaded to the Platform (collectively, "Your Content").

Non-exclusive licence. You grant Music Localhost a non-exclusive, worldwide, royalty-free licence (for the term of this agreement and any applicable Tail Period) to: (a) reproduce, transcode, and create technical derivative works (HLS segments, waveforms, thumbnails) of Your Content; (b) publicly perform, stream, display, and make Your Content available on the Platform's services and embedded players; (c) sublicence Your Content to DSPs (directly or through one or more third-party distribution aggregators acting on our behalf) and collect royalties on your behalf; (d) use your name, stage name, likeness, bio, and cover art to promote Your Content and the Platform.

Master rights only. The licence covers master recording rights only. Publishing, mechanical, performance (PRO), neighbouring, and sync rights remain 100% with the Artist. We do not collect mechanicals, PRO royalties, or neighbouring rights on your behalf.

ISRC / UPC / metadata. We may issue ISRC and UPC codes on your behalf where you do not provide them. ISRCs assigned by us identify the recording and remain attached to the recording even after termination. You authorise us to register, embed, and transmit ISRC, UPC, ISWC, and other industry identifiers as required by DSPs.

Artist warranties. For every track you upload, you warrant that: (i) you are the sole owner of the master recording, or have all necessary licences, assignments, and permissions; (ii) all featured artists, co-writers, producers, session musicians, and contributors have been identified, credited, and paid, and resolving splits among them is your sole responsibility; (iii) all samples, interpolations, and derivative elements are cleared and properly licensed; (iv) you own or have licensed all cover art and visual material; (v) the track does not infringe any third party's copyright, trademark, moral rights, publicity rights, privacy rights, or other rights; (vi) the track is not defamatory, obscene, or unlawful; (vii) if it is a cover version, you have obtained the appropriate mechanical licence for the territories of distribution.

Indemnity. You agree to defend, indemnify, and hold harmless SuperDarkCode Labs (Pvt) Ltd, the Platform, and their directors, officers, employees, and contractors from any third-party claims, damages, liabilities, judgments, costs, and expenses (including reasonable legal fees) arising from Your Content, your breach of these warranties, or your breach of these Terms.

Takedown discretion. We may at any time, without liability, remove, suspend, or decline to distribute any content we reasonably believe infringes these warranties, violates a DSP policy, or is subject to a valid third-party claim. We will make reasonable effort to notify you.

7. Royalties, Memberships & Payouts

The Platform Share of each royalty is set by your Membership Tier at the time the royalty is earned, not the time of payment. Tier rates and features are published at music.localhost.co.zw/pricing and incorporated by reference. We may adjust fees, splits, features, and names with 30 days' notice; changes apply only to royalties earned after the effective date.

Payouts. Royalties are paid out monthly subject to: (a) a minimum withdrawal threshold of USD 10 (or ZWL equivalent at spot rate); (b) receipt of the underlying royalty payment from the relevant DSPs — DSP settlements typically lag 60–90 days; (c) successful KYC; (d) deduction of payment-gateway, bank, and EcoCash fees.

Chargebacks & recoupment. Chargebacks, refunds, reversed transactions, DSP clawbacks, and fraud-related set-offs may be debited against your earned royalties or invoiced to you if the balance is insufficient. We may withhold payouts for up to 90 days (or longer where required) to investigate fraud, disputes, or third-party claims.

Taxes. You are solely responsible for your own income tax, ZIMRA filings, VAT, and any other taxes payable on royalties. Where required, you must submit a valid tax form (including, where applicable, a US Form W-8BEN/W-8BEN-E for US-source royalties, or its equivalent under applicable double-taxation treaties). We may withhold tax at the statutory rate where you fail to provide a valid form.

Audit right. You may, once per calendar year on 30 days' written notice and at your own cost, have a qualified independent accountant inspect our royalty records relating to your account. Any audit must be conducted during normal business hours, must not unreasonably interfere with our operations, and must be subject to confidentiality undertakings on terms reasonable to us. Discrepancies of more than 5% in your favour will be reimbursed together with reasonable audit costs.

8. Termination & Tail Period

You may terminate this agreement on 30 days' effective notice delivered through your dashboard or by email to legal@localhost.co.zw. We may terminate (a) immediately and without notice for fraud, artificial streaming, infringing content, chargebacks, impersonation, sanctions match, or repeated material breach; or (b) for convenience on 30 days' notice.

On termination we will remove Your Content from Music Localhost's own services within 7 days. For releases already distributed to external DSPs, we retain the sublicence in Section 6 for a Tail Period determined by your Tier at termination (Free 24m, Starter 18m, Pro 12m, Premium 6m, Label 3m). During the Tail Period:

• We continue to distribute Your Content and collect royalties.
• All royalties earned during the Tail Period are retained 100% by the Platform to recoup costs already incurred in transcoding, hosting, distributing, and promoting the releases.
• You may not distribute the affected tracks through any other distributor, licence them exclusively to a third party, or instruct any DSP to remove them, for the duration of the Tail Period.
• No further membership fees are charged, and you do not have access to paid-Tier features.
• Royalties earned before the effective date of termination remain payable at the Artist Share of the Tier in effect when earned.

Early Release. You may end the Tail Period at any time by paying a flat Early Release Fee of USD 25. Upon confirmed payment, we will submit takedown requests to all DSPs within 14 days. We are not responsible for DSP propagation delays, which typically take 1–4 weeks.

The complete Tail Period table, definitions, and effects are set out in the master agreement at records.localhost.co.zw/manage/terms.

9. Anti-Fraud & Streaming Manipulation

We operate a zero-tolerance policy for stream manipulation. The following are strictly prohibited:

• Bots, click farms, paid playlist placement on artificial-stream playlists, incentivised streaming, or any automated means to inflate streams, likes, plays, follows, or engagement;
• Coordinated activity intended to game charts or trending algorithms;
• Use of stolen credit cards, stolen identities, or third-party payment accounts to purchase memberships, beats, or licences;
• Submission of pre-cleared content that the Artist does not in fact own;
• Multi-accounting to evade suspension or sanctions.

Violations result in: (i) immediate termination of your account; (ii) forfeiture of all outstanding royalties (which will be returned to the relevant DSPs or used to fund chargeback liability); (iii) reporting to DSPs and aggregators which may permanently bar you from the global distribution network; and (iv) recovery of any fines, fees, or charges levied by a DSP against us as a result of your activity.

We may use automated detection, machine-learning models, and third-party fraud-screening services to identify suspicious activity. We may freeze payouts and content distribution while investigations are pending.

10. Account Inactivity & Successors

Inactive accounts. If your account has had no logins, uploads, or successful authentications for 12 months and carries an unclaimed royalty balance below USD 25, we may treat the account as dormant. We will attempt to contact you at the registered phone number and email at least 60 days before any further action. Where contact fails, dormant balances may be forfeited or escheated to the relevant authority in accordance with applicable law.

Successor in interest. On the death or legal incapacity of an Artist, control of the account, accrued royalties, and any subsisting Tail Period rights may be transferred to the Artist's personal representative or heir, on production of a death certificate, letters of administration, grant of probate, or equivalent documentation. We may continue to honour the existing distribution licences until the successor instructs otherwise.

11. Prohibited Conduct

In addition to the listener and anti-fraud rules above, you may not:

• Upload content that is defamatory, obscene, pornographic, hateful, promotes violence or discrimination, or is otherwise unlawful;
• Upload tracks that are subject to an exclusive distribution agreement with a third party;
• Harass, threaten, intimidate, or bully other users, artists, or staff;
• Attempt to gain unauthorised access to other users' accounts, our systems, servers, or networks; or scrape, data-mine, or otherwise extract data;
• Interfere with or disrupt the integrity, performance, or availability of the Service, including via denial-of-service or malicious code;
• Use the Service in violation of Zimbabwean law or applicable export-control or sanctions law.

12. Intellectual Property & Takedown Procedure

Platform IP. The Service, its source code, software, visual design, user interface, graphics, logos, and trademarks are owned by SuperDarkCode Labs (Pvt) Ltd and protected by copyright, trademark, and other intellectual-property laws of Zimbabwe and international treaties. You may not copy, modify, distribute, sell, or lease any part of the Platform IP without our prior written consent.

Copyright complaints. If you believe content on the Service infringes your copyright, submit a written notice to legal@localhost.co.zw including: (a) identification of the copyrighted work; (b) identification of the allegedly infringing material with sufficient detail to locate it; (c) your contact information; (d) a statement that you have a good-faith belief that the use is unauthorised; (e) a statement, under penalty of perjury, that the information is accurate and that you are the copyright owner or authorised to act on the owner's behalf; and (f) your physical or electronic signature. We will promptly remove or disable access to validly noticed material and notify the uploader.

Counter-notification. If you believe your content was removed in error, you may submit a counter-notification to the same address, including: (i) identification of the removed material and its prior location; (ii) a statement under penalty of perjury that you have a good-faith belief the removal was a mistake or misidentification; (iii) your name, address, phone number, and consent to the jurisdiction of the courts of Zimbabwe; and (iv) your signature. On receipt of a valid counter-notification, we may restore the material after 10 business days unless the original complainant initiates legal proceedings to restrain the alleged infringement.

Repeat infringers. We will terminate, in appropriate circumstances and at our discretion, the accounts of users we determine to be repeat infringers.

13. Third-Party Services

The Service relies on, links to, or integrates with third-party services we do not control, including: payment processors (Pesepay for EcoCash and card payments), one or more distribution aggregators acting on our behalf, DSPs (Spotify, Apple Music, Boomplay, etc.), cloud infrastructure (Cloudflare, Cloudflare R2 storage), and SMS providers (SMS Localhost). Your use of those services is governed by their own terms and privacy policies. We are not responsible for their content, practices, or availability.

14. Disclaimer of Warranties

The Service is provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant uninterrupted service, error-free operation, acceptance of your tracks by any DSP, minimum royalty amounts, DSP propagation times, the integrity of third-party charts, or any specific level of streaming quality. Streaming quality varies with your network, device, and conditions.

15. Limitation of Liability

To the maximum extent permitted by law, in no event shall SuperDarkCode Labs (Pvt) Ltd, the Platform, or their directors, officers, employees, agents, affiliates, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages — including loss of profits, goodwill, data, or opportunity — arising out of or in connection with these Terms or the Service, even if advised of the possibility of such damages.

Our total aggregate liability to you for all claims, in any twelve-month period, shall not exceed the greater of (a) the total fees and Platform Share you actually paid the Platform in that twelve-month period, or (b) USD 100. This cap applies regardless of theory (contract, tort including negligence, strict liability, or otherwise). Nothing in this section limits liability for fraud, wilful misconduct, or any liability which cannot be limited under Zimbabwean law.

16. Sanctions, Export Control & Anti-Money Laundering

You represent that you are not located in, ordinarily resident in, or a national of any country or jurisdiction subject to comprehensive UN, OFAC, EU, or UK sanctions; that you do not appear on any consolidated sanctions or denied-persons list; and that you will not use the Service in violation of applicable export-control or anti-money-laundering laws. We may freeze accounts, withhold payouts, and report transactions to competent authorities where required.

17. Force Majeure

Neither party is liable for failure or delay caused by circumstances beyond reasonable control, including natural disasters, war, civil unrest, government action, pandemics, outages of third-party providers (DSPs, payment gateways, CDN, cloud hosts), or network failures.

18. Governing Law & Arbitration

These Terms are governed by the laws of Zimbabwe, without regard to conflict-of-laws principles. Before initiating arbitration, the parties will attempt good-faith negotiation for at least 30 days from the date a dispute is first raised in writing.

Any unresolved dispute will be referred to and finally resolved by arbitration administered by the Commercial Arbitration Centre of Zimbabwe (CACZ) under the Arbitration Act [Chapter 7:15]: seat Harare, language English, single arbitrator for amounts under USD 10,000 and a three-arbitrator panel above that threshold. Each party bears its own legal fees.

No class actions. You waive any right to bring a claim as a class, collective, or representative action. Nothing in this section prevents either party from applying to a Zimbabwean court for interim injunctive or equitable relief.

19. Changes to These Terms

We may amend these Terms at any time. Material changes will be notified at least 30 days in advance by email and in-dashboard notice. Continued use of the Service after the effective date constitutes acceptance. Where a material change affects Artist obligations, you will be prompted to re-accept in the dashboard or via the Bot before your next upload.

20. Contact

Questions, complaints, or notices should be addressed to: