Terms of Service

These Terms of Service (“Terms”) constitute a legally binding contract between Riverstarz Music Entertainment, a registered business entity in the Republic of Kenya with address at P.O. Box 856-80100, Mombasa, Kenya (“Riverstarz”, “we”, “us”, or “our”) and You (“User”, “Artist”, “Label”, or “Collaborator”). Formal legal communications or notices may be directed to legal@riverstarz.com.

For the purpose of these Terms, the following terms shall have the meanings set forth below:

• “Studio OS”: Refers to the proprietary Riverstarz distribution portal, analytics dashboard, marketing suite, catalog management database, smartlink generator, and royalty accounting ledger hosted across riverstarz.com and associated subdomains.
• “Sound Recordings”: Refers to audio master recordings, compositions, musical works, metadata, cover artwork, lyrics, liner notes, and visual materials submitted by or on behalf of User to Riverstarz.
• “Royalty-Bearing License”: Refers to the non-exclusive grant of rights authorizing Riverstarz and its sublicenses to distribute, sell, stream, perform, transmit, monetize, and collect revenues generated from Sound Recordings.
• “Term”: Refers to the duration commencing upon account creation or submission of Sound Recordings and continuing until formal termination under Section 10.

Modifications & Notice: We reserve the right to amend or update these Terms at any time. Whenever material modifications are made, we will notify you by sending an email to your address on record and/or displaying a notice within Studio OS specifying the effective date of the revised Terms. Users are bound by these Terms and all subsequent changes. It remains the responsibility of the User to review updated Terms. If you object to any modified term, you may terminate your account prior to the effective date and withdraw your available royalty balance pursuant to Section 9. Continued use of our Services following the effective date constitutes full acceptance of the revised Terms.

You must be at least 18 years of age or the legal age of majority in your jurisdiction to create an account or distribute music through Riverstarz. You warrant that all account information, legal name, email, and identity details provided are true, complete, and accurate.

To qualify for mobile money automated payouts, you must complete phone and identity verification under our Know Your Customer (“KYC”) protocols. Disbursements are strictly restricted to verified on-file numbers matching official Safaricom M-Pesa registered names.

Riverstarz provides music distribution under three plan tiers:

Content ID & Social Video Revenue: Social video fingerprinting, YouTube Content ID, Meta, and TikTok monetization carry a standard 20% administrative fee on collected net income across ALL plan tiers (including Premium).

Subscription Lapses: If an annual Unlimited Pro or Unlimited Premium subscription lapses and is not renewed within 30 days of expiration, distributed catalog releases shall remain live across Digital Service Providers but shall automatically revert to the Pay As You Go administrative royalty tier (91% payout / 9% platform fee) unless a formal takedown request is submitted.

Non-Refundability Carve-Out: Distribution and subscription fees paid are non-refundable, except in circumstances where Riverstarz fails to deliver a properly submitted, fully compliant release to digital stores due solely to Riverstarz's default or unexcused system error (excluding rejections caused by artist copyright breach, QC failure, or store policy rejections).

During the Term, you grant Riverstarz a non-exclusive, worldwide, royalty-bearing license to encode, reproduce, transmit, distribute, sell, perform, stream, and exploit your Sound Recordings through Digital Service Providers (DSPs) such as Spotify, Apple Music, YouTube Music, Amazon Music, Deezer, Boomplay, Audiomack, TikTok, and partner networks.

Sublicensing & Editing Rights: You explicitly grant Riverstarz the right to sub-license Sound Recordings to DSPs, digital aggregators, and tech partners. You grant us the right to adapt, reformat, or edit metadata and artwork solely as necessary to comply with DDEX ERN standards and DSP delivery specifications. You also grant us a non-exclusive license to use the artist name, approved likeness, logos, and promotional audio clips (up to 90 seconds) free of charge to promote sales and platform services.

Content Standards: Submissions must not contain unauthorized AI voice clones, unauthorized third-party samples, misleading artist impersonations, hate speech, defamation, or illegal audio content.

Copyright Infringement & Repeat Infringers: We enforce a strict DMCA / copyright enforcement protocol and 3-strike repeat-infringer policy. Formal copyright notices must be sent to legal@riverstarz.com. Upon receipt of a valid infringement notice, Riverstarz will immediately take down the affected recording and notify the uploader. Uploaders may submit a counter-notice within 14 business days under applicable law.

Collective Management Organizations (CMOs): Royalties collected by Riverstarz pertain strictly to digital streaming, sales, and video monetization from DSPs. Our collection does not restrict or interfere with your right to register musical compositions with local Collective Management Organizations (such as MCSK, KAMP, or PRISK in Kenya) for terrestrial broadcast and public performance royalties, unless explicitly assigned under separate publishing agreements.

You represent and warrant that you own or hold 100% of all necessary master rights, compositions, licenses, mechanical clearances, and sampled assets required for the distribution of submitted Sound Recordings, and that such recordings do not violate any third-party copyright, trademark, or privacy rights.

Indemnification: You agree to defend, indemnify, and hold harmless Riverstarz, its directors, officers, employees, and distribution partners against any third-party claims, losses, liabilities, damages, and reasonable legal fees arising out of any breach or alleged breach of your representations, warranties, or covenants under this Agreement.

Riverstarz maintains a strict zero-tolerance policy against artificial playback, click farms, bot networks, or deceptive streaming manipulation. In the event of flagged artificial activity or DSP warning:

• Immediate Freeze: Account royalty balances and pending payouts will be immediately frozen pending investigation.
• Takedown & Notice: Affected recordings will be removed from DSPs, and Riverstarz will issue an email notice to the User detailing the flagged activity.
• Response Window: User shall have fourteen (14) calendar days from receipt of notice to submit written explanations or supporting evidence.
• Forfeiture & Recoupment: Earnings and royalties will be permanently forfeited and recouped against account balances strictly following an official DSP finding, store penalty notice, or internal audit confirming artificial manipulation. Store fines or penalty charges levied by DSPs shall be charged directly to the User account.

Studio OS enables primary account holders to configure automated royalty split percentages among registered collaborators.

Distribution According to Instructions: Riverstarz shall disburse collected net royalties strictly according to the active split percentages submitted in Studio OS. Riverstarz is not liable for disputes, misunderstandings, or contract breaches between primary artists, producers, and collaborators.

Disputed Split Funds: In the event of a written dispute between collaborators, Riverstarz reserves the right to hold and freeze all disputed split funds until receipt of a joint written settlement signed by all parties or a binding court order.

Collecting Agent Status: Riverstarz acts solely as a collecting agent on behalf of User for royalties derived from Digital Service Providers. Payouts and disbursements are executed through licensed payment service provider partners and Safaricom Daraja B2C mobile channels.

Minimum Threshold & FX Rates: Royalty payout requests require a minimum available balance equivalent to $15.00 USD, converted to KES at the prevailing commercial exchange rate applied on the request date.

• Single Active Request: Users are strictly restricted to one (1) active payout request at any given time.
• Transfer Fees & Taxes: Users bear all standard M-Pesa B2C payout transaction charges. Payouts are subject to applicable withholding taxes as required by Kenyan law.
• Processing Timelines: Automated B2C disbursements are processed within 1 to 3 business days following risk review.
• Verified Number Liability: Disbursements sent to an on-file phone number verified by User through KYC/STK push verification are final; User carries sole responsibility for verified number accuracy. Number updates or SIM swaps require prior identity re-verification and admin approval.
• Negative Balances & Set-Offs: Riverstarz reserves the right to recoup negative balances, store chargebacks, store fines, or overpayments by setting off against future earnings or other accounts controlled by User.
• Statement Dispute Window: Any objection to accounting statements or calculations must be submitted in writing within one (1) year of statement posting, after which statements are deemed final and non-appealable.
• Dormant Accounts: Accounts inactive for over twenty-four (24) consecutive months with uncollected funds may be assessed a reasonable monthly administrative maintenance fee or processed under applicable statutory unclaimed asset laws.

This Agreement remains active until terminated. You may request catalog takedowns or account termination in writing with fourteen (14) days' notice. Store takedown processing typically completes within 30 business days.

Riverstarz may terminate this Agreement immediately for cause upon copyright infringement, streaming fraud, failed KYC verification, material breach of terms, or extended inactivity. Upon termination, owed royalties shall be paid during the next regular statement cycle, subject to the $15 threshold, clear account status, and no pending store chargebacks.

Survival: Sections 5 (Content & Copyright), 6 (Warranties & Indemnity), 7 (Anti-Fraud), 8 (Splits), 9 (Royalties & Set-offs), 12 (Liability Cap & Jurisdiction), and 13 (General Provisions) shall survive termination.

Your personal data and KYC records are collected and processed in accordance with the Kenya Data Protection Act, 2019.

By using our platform, you explicitly consent to the cross-border transfer of metadata, artist information, and content to international DSPs, cloud infrastructure providers, and payment gateways as necessary to perform distribution services. For detailed retention schedules and privacy rights, please refer to our Privacy Policy.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIVERSTARZ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. RIVERSTARZ SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.

Liability Cap: OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED FIVE THOUSAND KENYA SHILLINGS (KES 5,000) OR TOTAL DISTRIBUTION FEES PAID BY YOU TO RIVERSTARZ IN THE PRECEDING TWELVE (12) MONTHS, WHICHEVER IS LOWER.

* Special Carve-Out: This liability cap shall strictly NOT apply to: (i) royalties lawfully collected and owed to User under Section 9, (ii) liability arising from fraud, gross negligence, or willful misconduct.

Governing Law & Jurisdiction: This Agreement is governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or in connection with this Agreement shall first be referred to the parties’ senior representatives for good-faith negotiation by written notice. If unresolved within thirty (30) days, the parties shall refer the dispute to mediation. If the dispute is not resolved within a further thirty (30) days, either party may commence proceedings, which shall be brought exclusively in the courts of Kenya sitting at Mombasa having jurisdiction over the matter. If those courts lack jurisdiction or are otherwise unable to hear the matter, proceedings may be brought in the competent courts of Kenya sitting at Nairobi. Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a competent court.

• Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.
• Entire Agreement: These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Riverstarz regarding the subject matter hereof.
• Assignment: You may not assign or transfer your rights under these Terms without prior written consent from Riverstarz. Riverstarz may assign its rights and obligations without restriction.
• Waiver: No waiver of any breach shall constitute a waiver of any subsequent breach.
• Force Majeure: Riverstarz shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, telecom outages, DSP API failures, or regulatory restrictions.