1. Agreement to Terms

These Terms of Service (“Terms”) form a legally binding agreement between you, whether acting personally or on behalf of an entity (“you”, “your”, “Artist”, “User”), and SwaLay Digital, doing business as SwaLay (“SwaLay”, “we”, “us”, “our”), concerning your access to and use of the SwaLay platform, including the websites at https://swalay.in, https://swalay.com, https://swalay.talantoncore.in, and https://swalayplus.in, the SwaLay mobile and web applications, the SwaLay artist dashboard, SwaLay Studio, and any related media, service, tool, feature, or technology (collectively, the “Platform”).

SwaLay Digital is a brand operated by TalantonCore LLP, a Limited Liability Partnership incorporated in India, with its registered office at TalantonCore HO, Graphix Tower-2, A-13, Sector 62, Noida, Gautam Buddha Nagar – 201301, Uttar Pradesh, India.

By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, Copyright & Intellectual Property Policy, Content Distribution Policy, Artist Content Declaration, Royalty Sharing Policy, Pricing & Payment Policy, and Refund & Cancellation Policy, all incorporated by reference.

If you do not agree with these Terms, you are not permitted to use the Platform and must discontinue use immediately.

We may modify these Terms at any time. We will notify you of material changes by updating the “Last Updated” date and, where appropriate, by notice to your registered email. The version of these Terms in force at the time of your use governs that use. Your continued use after a change takes effect constitutes acceptance of the revised Terms.

2. Eligibility, Age & Legal Capacity

2.1  You must be at least eighteen (18) years of age to use the Platform. By registering an account, submitting any Content, or accepting these Terms, you represent and warrant that you are eighteen (18) years of age or older and have the legal capacity to enter into a binding contract under the Indian Contract Act, 1872.

2.2  Persons under the age of eighteen (18) are strictly prohibited from creating an account, submitting Content, accepting these Terms, or using any distribution, monetisation, or royalty service offered by SwaLay, whether directly or through any other person.

2.3  SwaLay may, at any time, require you to verify your age and identity through Government-recognised means, including Aadhaar-based or DigiLocker-based verification or PAN verification. You consent to such verification. SwaLay may suspend or withhold any account, Content, or payout pending successful verification.

2.4  You must also not have been previously suspended or removed from the Platform, and must not be located in a jurisdiction where use of the Platform is prohibited by law.

2.5  When registering, you agree to provide accurate, current, and complete information; to keep it updated; to keep your credentials confidential; to accept responsibility for all activity under your account; and to notify SwaLay immediately of any unauthorised use. You may not use another person’s account or create multiple accounts for deceptive purposes.

3. Age Verification & Misrepresentation

3.1  By creating an account you affirm that you are at least eighteen (18) years of age. If it is later established that you were under eighteen (18) at the time of registration, or that you misrepresented or concealed your age or identity, then: your account will be suspended and terminated; your Content will be removed from distribution; and SwaLay may exercise the remedies set out in these Terms and in the Copyright & Intellectual Property Policy.

3.2  Misrepresentation of age or identity to gain access to the Platform is a material breach of these Terms and may constitute fraud under applicable law, including the Bharatiya Nyaya Sanhita, 2023. SwaLay reserves the right to recover its actual costs and losses, to seek restitution of benefits received, and to pursue remedies against the parent or lawful guardian who permitted, supervised, or benefited from such use, to the fullest extent permitted by law. SwaLay will not seek to enforce a contractual penalty against a person who lacked capacity where the law does not permit it; in such cases its primary remedy is recovery of actual costs and losses and restitution.

3.3  Earnings lawfully generated from non-infringing Content will not be forfeited; they will be released after lawful set-off of any sums due to SwaLay. Earnings attributable to infringing or unlawfully uploaded Content may be withheld or recovered.

4. Definitions

“Content” means any audio recordings, musical compositions, artwork, metadata, lyrics, videos, images, text, or other material submitted to or through the Platform.

“Artist” or “User” means any individual or entity that registers for and uses the Platform.

“Distribution” means the delivery and licensing of Content to Digital Service Providers (DSPs) and other platforms.

“DSP” means any third-party platform, store, or service through which Content is made available, such as Spotify, Apple Music, YouTube Music, Amazon Music, JioSaavn, Gaana, Wynk, Instagram, and Facebook.

“Royalties” means revenue, payments, or earnings generated from the use of Content through DSPs or other channels.

“SwaLay Studio” means the suite of audio processing, mastering, mixing, and production tools provided through the Platform.

“Metadata” means all descriptive information associated with Content, including titles, artist names, credits, language tags, release dates, and rights information.

5. Description of Services

SwaLay provides, among other services: music distribution to DSPs worldwide; lyrics distribution; Caller Ring Back Tone (CRBT) distribution to telecom operators; YouTube Content ID registration and management; SwaLay Studio audio processing; an analytics dashboard; rights-management and takedown services; royalty collection and distribution; artist profile and brand tools; and label management.

SwaLay may modify, suspend, or discontinue any service or feature at any time, with reasonable efforts to notify users of material changes. SwaLay acts as a distributor and technology provider; it is not a record label, publisher, or talent manager, and does not claim ownership of your Content.

6. Content Submission & Distribution

When you submit Content, and on each occasion that you submit Content, you represent and warrant that: you own the Content or have obtained all necessary rights, licences, permissions, and consents from every rights holder; the Content does not infringe any third-party rights; the Content is not defamatory, obscene, unlawful, or otherwise objectionable in any territory of distribution; all metadata is accurate and not misleading; you have secured all licences for any samples, interpolations, cover versions, or third-party elements; and the Content complies with all applicable laws and DSP policies.

These representations are repeated on every upload and are confirmed through your Artist Content Declaration. Cover versions, remixes, and altered versions require valid licences obtained before submission, as set out in the Copyright & Intellectual Property Policy and the Content Distribution Policy; SwaLay does not obtain such licences on your behalf.

You retain ownership of your Content. You grant SwaLay a non-exclusive, worldwide, royalty-free licence to reproduce, distribute, transmit, communicate to the public, and display the Content solely to provide the Platform services, including delivery to DSPs and necessary promotional activity.

SwaLay may review, reject, or remove any Content that does not comply with its standards, DSP requirements, or these Terms. Delivery and takedown timelines depend on the DSPs and are not guaranteed.

7. Intellectual Property Rights

You retain all intellectual property rights in your Content. The Platform itself, including its design, code, algorithms, trademarks, logos, interfaces, and all related technology, is the exclusive property of TalantonCore LLP and may not be copied, modified, distributed, or reverse-engineered without prior written consent.

ISRC and UPCs generated by SwaLay are assigned under SwaLay’s registrant codes; the Content remains yours, but the codes are managed by SwaLay. Any feedback you provide may be used by SwaLay without restriction or compensation.

8. SwaLay Studio & Audio Processing

You retain ownership of original and processed audio. Processing may alter the sonic characteristics of your Content, and results vary with source material. You authorise SwaLay to use anonymised, aggregated Studio-usage data to improve its models, without identifying you or your Content. Studio services may carry additional fees and usage limits. You are responsible for reviewing and approving processed audio before distribution. SwaLay does not guarantee any specific quality outcome or DSP acceptance.

9. Royalties & Payments

SwaLay collects royalties from DSPs and distributes them under these Terms and the Royalty Sharing Policy. SwaLay retains a commission as specified in your plan; the remaining royalties are payable to you. Payments are made on the schedule and above the minimum threshold stated on the Platform, in Indian Rupees unless otherwise specified, to the bank or UPI details you provide. You are responsible for the accuracy of those details and for all taxes on your income; SwaLay may deduct TDS as required by law. Royalty disputes must be raised within ninety (90) days of the statement date. SwaLay may withhold or set off royalties in cases of suspected fraud, policy breach, chargeback, dispute, or Content removal, releasing any balance once resolved.

10. Pricing, Purchases & Payment Terms

SwaLay may offer subscription plans, one-time services, and add-ons, with pricing displayed on the Platform and subject to change on notice. Fees are non-refundable except as stated in the Refund & Cancellation Policy or as required by applicable law, including the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020. Payments are processed by third-party gateways whose terms also apply; SwaLay does not store full card credentials. Failed payments may lead to suspension of paid features. GST is charged as applicable.

11. Prohibited Activities

You may not: upload Content you do not own or have no right to distribute; engage in stream manipulation, bots, click farms, or artificial inflation of metrics; create multiple accounts to evade restrictions; submit false or misleading metadata; impersonate any artist, label, or entity; distribute unlawful, harmful, abusive, defamatory, obscene, or discriminatory Content; reverse-engineer or interfere with the Platform; scrape the Platform without authorisation; sell or sublicense your account; breach any DSP’s terms; or use the Platform to facilitate any illegal activity. Breach may result in suspension or termination, removal of Content, withholding of royalties attributable to the breach, and legal action.

12. Content Standards & Compliance

All Content must meet the audio-quality, artwork, metadata, explicit-content, copyright, and DSP-compliance standards set out on the Platform and in the Content Distribution Policy. Cover songs, remixes, samples, and interpolations require proper licences and clearances before submission. SwaLay may review, approve, reject, or remove Content at its discretion.

13. Artist Identity & Name Protection

You warrant that you have the right to use your artist or label name and that it does not infringe a third party’s rights. SwaLay does not guarantee name exclusivity across DSPs. You may not register names that impersonate or are confusingly similar to established artists. In name disputes, SwaLay may give priority to demonstrated prior use and may require a name change; its decision is final between users of the Platform.

14. AI-Generated & AI-Assisted Content

You must disclose at upload whether Content is wholly or partly generated or assisted by artificial intelligence, including AI vocals, compositions, lyrics, or artwork. You are responsible for ensuring you hold all rights to distribute AI Content and you assume all risk arising from its evolving legal status. Content that uses AI to clone or simulate the voice, likeness, or identity of a real, identifiable person without that person’s documented written consent is strictly prohibited. SwaLay may exclude AI Content from DSPs whose policies require it and may update its AI rules as the law and DSP policies develop.

15. Third-Party Platforms & Services

Each DSP has its own terms and policies, and may reject, remove, or restrict Content at its discretion regardless of SwaLay’s acceptance. SwaLay does not control playlist placement, editorial features, or algorithmic promotion, and is not responsible for DSP actions, regional availability, or changes to DSP terms. Third-party links and integrations are provided for convenience and used at your own risk.

16. User-Generated Contributions & Licence

Where the Platform allows you to post contributions beyond your distributed Content (such as biographies, comments, or profile information), you are solely responsible for them and warrant they are accurate, lawful, and non-infringing. By making a contribution you grant SwaLay a non-exclusive, worldwide, royalty-free, sublicensable licence to use, reproduce, adapt, publish, and display it for the operation and promotion of the Platform. This licence does not apply to your distributed music Content, which is governed by Section 6. SwaLay may remove any contribution at its discretion.

17. Data & Analytics

Analytics are sourced from DSPs and internal metrics and may be delayed or revised; SwaLay does not guarantee their absolute accuracy and is not responsible for decisions you make based on them. SwaLay may use aggregated, anonymised data for research and product improvement without identifying individual users. Your personal data is handled in accordance with the Privacy Policy and the Digital Personal Data Protection Act, 2023 and Rules, 2025.

18. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Platform is provided on an “as is” and “as available” basis, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. SwaLay does not warrant that the Platform will be uninterrupted, secure, or error-free, that results will be accurate, or that Content will be accepted, promoted, or featured by any DSP. SwaLay does not guarantee the success or commercial performance of any Content.

19. Limitation of Liability

To the maximum extent permitted by applicable law, SwaLay and its partners, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, royalties, or revenue, arising from your use of or inability to use the Platform, the conduct or Content of third parties, or any DSP action. Nothing in these Terms excludes liability that cannot be excluded under applicable law. Subject to that, SwaLay’s total aggregate liability for all claims arising from or relating to the Platform shall not exceed the total amount you paid to SwaLay in the twelve (12) months preceding the event giving rise to the claim.

20. Indemnification

You agree to indemnify, defend, and hold harmless SwaLay, its parent TalantonCore LLP, and their partners, directors, officers, employees, agents, and licensors from any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from your use of the Platform; your Content; your breach of these Terms or any law; your violation of any third-party right; any claim that your Content caused harm; and any tax liability on your income. SwaLay may assume the exclusive defence of any such matter at your cost, and you shall not settle it without SwaLay’s written consent.

21. Takedown & Content Removal

SwaLay may remove or disable Content on receipt of a valid takedown notice, for policy violations, where required by law or court order, on a legitimate rights-holder or artist request, or where Content is associated with fraud or abuse. Takedown across DSPs depends on each DSP’s timelines. Cached or previously downloaded copies may persist outside SwaLay’s control. You may submit a counter-notification under the Copyright & Intellectual Property Policy if you believe a removal was made in error.

22. Term & Termination

These Terms remain in effect while you maintain an account or use any service. You may terminate your account at any time by contacting support; pending royalties above the threshold will be processed in the next cycle, and amounts below the threshold may be forfeited unless you request a final settlement. SwaLay may suspend or terminate your account, with or without notice, for breach of these Terms or any policy, suspected fraud or abuse, non-payment, extended inactivity, or legal requirement. Provisions that by their nature survive termination, including intellectual property, disclaimers, limitation of liability, indemnification, cost-recovery, and dispute resolution shall survive.

23. Grievance Redressal & Compliance

In accordance with the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the Digital Personal Data Protection Act, 2023, SwaLay has appointed a Grievance Officer to receive and resolve complaints, including copyright complaints and data-protection grievances. The Grievance Officer will acknowledge a complaint within twenty-four (24) hours and endeavour to resolve it within the period required by the applicable rules. Contact details are in Section 28 and in the dedicated Grievance Redressal Policy.

24. Governing Law & Jurisdiction

These Terms are governed by the laws of India, without regard to conflict-of-law principles. Subject to Section 25, the courts at Gautam Buddha Nagar (Noida), Uttar Pradesh, India shall have exclusive jurisdiction, and you consent to their personal jurisdiction. SwaLay may seek injunctive or equitable relief in any competent court to protect its rights. If you access the Platform from outside India, you are responsible for compliance with local law. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

25. Dispute Resolution

The parties will first attempt to resolve any dispute informally by written notice to swalay.care@talantoncore.in, with SwaLay making good-faith efforts to resolve it within thirty (30) days. If unresolved, the parties will attempt mediation. If mediation fails, the dispute shall be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, seated at Noida, Uttar Pradesh, conducted in English by a sole arbitrator. Proceedings shall be on an individual basis and not as a class or representative action. Either party may still seek injunctive or equitable relief from a competent court for intellectual-property or data-security matters.

26. Electronic Communications & Signatures

You consent to receive communications from SwaLay electronically, including account notices, service updates, royalty statements, legal notices, and (subject to your opt-out) marketing. You agree that electronic communications satisfy any legal requirement of writing. Your electronic acceptance of these Terms by clicking “I Agree”, “Sign Up”, or a similar control, or by continuing to use the Platform after notice of updated Terms is a valid and binding electronic signature under the Information Technology Act, 2000. SwaLay retains version-controlled records of each acceptance and of the policy version then in force.

27. Severability, Waiver & Entire Agreement

If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in full force. SwaLay’s failure to enforce a provision is not a waiver. These Terms, together with the policies incorporated by reference, constitute the entire agreement between you and SwaLay regarding the Platform and supersede all prior understandings. Amendments are binding when posted by SwaLay as an updated version or made in writing.

28. Contact Information

SwaLay Digital (a part of TalantonCore LLP)

TalantonCore HO, Graphix Tower-2, A-13

Sector 62, Noida, Gautam Buddha Nagar

Pin-201301, Uttar Pradesh, India

General Inquiries: swalay.care@talantoncore.in

Websites: https://swalay.in  ·  https://swalay.com  ·  https://swalay.talantoncore.in  ·  https://swalayplus.in