Public offer agreement

1 General provisions

Sole proprietor Semyon Alexandrovich Chelmakin (sole proprietor registration number (OGRNIP): 323745600150310; taxpayer ID (INN): 741516794748), hereinafter the “Provider,” offers any individual with legal capacity, sole proprietor or legal entity, hereinafter the “Customer,” an agreement for music content distribution services on the terms of this Offer.

This Offer is an official public offer under Article 437 of the Civil Code of the Russian Federation.

The parties acknowledge that actions the Customer performs in the dashboard after signing in with a login and password using a verified email address are equivalent to paper documents bearing a handwritten signature and create rights and obligations for the parties under Article 160(2) of the Civil Code of the Russian Federation.

The Provider records and retains acceptance information for at least 5 years: the date and time, IP address, session identifier, Customer’s email address and version of the Offer in force at acceptance.

The Offer, Terms of Use, Privacy Policy and Appendix No. 1 form a single set of documents. In the event of a conflict, the Offer prevails. The applicable documents are the versions published on the site on the date of acceptance.

2 Terms and definitions

• Service (creator) means the software and hardware system and dashboard at creatormusic.ru that receive music content and deliver it to digital platforms.
• Release means the collection of intellectual property uploaded by the Customer to the Service as a single release unit (a track, single, EP or album), including a musical work with or without lyrics, a sound recording, the performance captured in that recording, cover art and other images, and metadata.
• Platforms (DSPs) means streaming services and digital stores, including Spotify, Apple Music, Yandex Music, VK Music and others.
• Royalties means earnings accrued by Platforms for use of a Release, less the Provider’s share under the Plan.
• Plan means the service plan selected by the Customer, which determines fees, limits and royalty share.
• Net Receipts means funds actually received by the Provider from Platforms for use of a Release, less Platform fees, distributor fees, bank and currency conversion fees, and foreign withholding taxes. The Customer’s share under the Plan is calculated from Net Receipts.
• Consumer Customer means an individual using the Service for purposes unrelated to business activity.
• Business Customer means a sole proprietor, legal entity or individual using the special Professional Income Tax (NPD) regime or otherwise using the Service to earn regular profits.

3 Scope of the agreement

The Provider agrees to provide the following services:

• Placement of the Customer’s music content on streaming platforms
• Access to the dashboard for release management and analytics
• Collection and payment of royalties under the terms of the Customer’s selected Plan
• Generation of ISRC and UPC codes when a Release is uploaded
• Additional one-time services requested by the Customer, as listed in section 7

The service is deemed properly performed upon confirmed delivery of the content and metadata to distribution platforms. The manner, timing and accuracy of how a Release, cover art, lyrics and other materials appear in Platform interfaces are determined by the Platforms and are outside the Provider’s control.

The Provider is not the author, performer, sound recording producer or other original rights holder of the Release. It uses the Release solely within the license granted by the Customer in section 4, relying on the Customer’s representations in section 5.

4 License to use the Release

By uploading a Release, the Customer (licensor) grants the Provider (licensee) a nonexclusive license to use the materials in the Release: musical works with or without lyrics, sound recordings, performances captured in them, cover art and other images, and metadata.

The Customer authorizes the Provider to reproduce the Release, distribute copies, perform it publicly, broadcast it over the air and by cable, and make it available to the public—that is, place it on Platforms so that listeners may access it from any location at any time—under Article 1270(2) of the Civil Code of the Russian Federation. The same methods of use apply to the sound recording and the performance captured in it under Articles 1324(2) and 1317(2) of that Code.

Cover art and other images included in the Release may be used in the same ways to the extent necessary to present the Release’s page on Platforms.

The Customer grants the Provider the right to adapt the Release to the extent necessary to provide the services under Article 1270(2)(9) of the Civil Code of the Russian Federation. This includes changing audio and image formats and encoding parameters; changing cover art size, aspect ratio and compression; creating excerpts and previews for pitching and promotion; and creating lower-quality copies for playback in Service interfaces. Adaptation does not alter the substance of the Release or create a new work. The adaptation right also covers actions taken by Platforms under their own procedures.

If exclusive rights to materials in the Release belong to multiple persons or to persons other than the Customer, the Customer represents that all such persons have authorized the Customer to grant the license under this section, and that the Customer acts on their behalf and in their interests.

The Customer is the sole person authorized to receive payment from the Provider for use of the Release. The Customer is independently responsible for distributing received amounts among rights holders. The Provider’s payment obligation is deemed properly fulfilled when the funds are transferred to the Customer.

Territory: all countries worldwide, without exclusions or exceptions.

Term: the license begins when the Release is uploaded and lasts for the duration of the exclusive right to the relevant material.

Early termination. The Customer may request termination of the license at any time through the dashboard or by emailing team@creatormusic.ru. The license terminates 12 months after the Provider receives the request. During that period, the Provider initiates the Release’s takedown from Platforms under the “Release takedowns and removal” section, and the license remains in effect to the extent necessary to settle accounts with Platforms, retain archival copies and fulfill legal obligations.

By accepting this Offer, the Customer gives written consent for the Provider to grant third parties—distributors and Platforms—rights to use the Release within the methods of use and territory specified in this section. The Provider’s liability for engaged third parties is governed by the “Liability” section.

The licensor’s remuneration for granting usage rights is paid under the “Royalty payout terms” section and equals the share of receipts from Platforms specified by the selected Plan.

Termination of the service agreement, including expiry of the paid Plan period, does not itself terminate the license for Releases already published. The license terminates in accordance with this section.

5 Customer representations

The Customer makes the following representations of fact under Article 431.2 of the Civil Code of the Russian Federation, which are material to the Provider:

• the Customer holds all rights necessary to grant the license in section 4 and has obtained the consent of all co-authors, performers and the sound recording producer
• if the Release is an adaptation (a cover or remix) or includes excerpts from others’ works or sound recordings, the Customer has obtained the original rights holder’s permission and will provide it on request
• names, pseudonyms and images included in metadata are used with the consent of the persons concerned
• the Customer will notify the Provider if the same Release has been or will be delivered to the same Platforms through another distributor; the Customer understands that duplicate delivery may result in Platform takedowns, Platform penalties and suspended accruals, and accepts those risks
• the Customer’s information and the Release metadata are accurate

At the Provider’s request, the Customer must provide documents supporting these representations within 5 business days.

Inaccurate representations constitute a material breach and have the consequences set out in “Term and termination.” A Business Customer must reimburse the Provider in full for losses caused by inaccurate representations, including amounts paid to third parties, Platform and distributor penalties, and legal costs. Losses are recovered from a Consumer Customer as provided by law.

6 Rights holder claims

Intellectual property infringement claims must be sent to team@creatormusic.ru and include the claimant’s details and evidence of their rights; identification of the Release (title, artist, ISRC or UPC, and a Platform page link); and the right alleged to have been infringed.

The Provider notifies the Customer of a claim within 1 business day. The Customer may submit documents demonstrating their rights within 3 business days of notification.

After that period expires, or if documents are not provided, the Provider initiates the Release’s takedown from Platforms and suspends its royalty payouts. Immediate takedown without awaiting objections takes place if required by a Platform, distributor, competent government authority or final and binding court order.

If the Customer provides documents, the Provider reviews them within 3 business days and notifies the Customer of its decision and reasons.

The Provider maintains a log of claims received and measures taken and retains it for at least 3 years.

7 Fees and payment terms

Service fees depend on the selected Plan:

• Start — ₽549 for 1 month or ₽5,490 for 1 year (Customer’s share: 80% of royalties; up to 3 releases)
• Pro — ₽800 for 1 month or ₽7,500 for 1 year (Customer’s share: 90% of royalties; up to 5 releases)
• Label — ₽1,290 for 1 month or ₽11,490 for 1 year (Customer’s share: 95% of royalties; unlimited releases)

On Start and Pro, the quota for new releases resets after each successful payment for a new period, whether paid manually or through auto-renewal. Previously delivered Releases remain on Platforms and do not count against the new paid period’s quota.

Payments are processed through YooKassa. The agreement takes effect when payment reaches the Provider’s account, and access to the selected Plan is provided for the paid period.

Auto-renewal. Auto-renewal is available only for bank card payments. The Customer sees the auto-renewal switch setting in the payment form before confirming payment and may change it before payment or at any time afterward in the dashboard. When auto-renewal is enabled, the Customer instructs the Provider to store payment details with the payment provider, YooKassa, and automatically charge the selected Plan fee for the next period:

• An advance charge notice stating the amount and date is sent to the Customer’s email address 2–3 calendar days before the paid period ends
• The charge is made one day before the paid period ends at the price stated in the advance charge notice
• If a charge fails, no more than 3 attempts are made over 3 days; the Customer is notified by email of each failed attempt
• The Customer may disable auto-renewal at any time in the dashboard under Profile → Auto-renewal; charges then stop, and access continues until the end of the period already paid for

The Provider notifies the Customer by email of a Plan price change at least 30 calendar days before applying the new price to auto-renewal.

The Customer may disable auto-renewal in the dashboard at any time. When disabled, saved bank card details are deleted and no longer used for payments, charges stop, and access continues until the end of the paid period.

If a charge is made after the Customer has disabled auto-renewal or without an advance charge notice, the Provider refunds the full charge within 10 calendar days of the Customer’s request.

If auto-renewal is not enabled or has been disabled, the subscription renews only when the Customer makes another payment.

Additional one-time services. In addition to the Plan, the Customer may order additional one-time services in the dashboard’s Services section. They are charged separately from the Plan as a single payment and do not renew automatically:

• Assistance with a YouTube Official Artist Channel application, merging the Customer’s main channel with the automatically created Topic channel: ₽1,990
• Adding a video shot (a short looping video) to a Release on Yandex Music: ₽990

The Customer submits a request in the dashboard. The Provider checks it against Platform requirements and reports the result in the dashboard. Payment becomes available only after a successful review. Before payment, the Customer has no obligation to pay for the one-time service.

After payment, the Provider submits the Customer’s application and materials to the Platform. The one-time service is deemed properly performed upon that submission. The Platform decides whether to approve or reject the application and sets its review timeline; these matters are outside the Provider’s control. Indicative Platform review times are 2 weeks to several months for a YouTube Official Artist Channel and 5–8 days for a Yandex Music video shot. These times are for information only and are not the Provider’s service performance deadlines.

The Customer represents that they own or lawfully use the channels, Releases and video materials specified in the application, and that the video materials meet the Platform requirements shown in the application form. The representations in section 5 apply to application materials.

8 Royalty payout terms

The Customer’s earnings are based on reports the Provider receives from Platforms. Payout amounts are determined solely by those reports.

• The Customer’s share is 80–95% of Net Receipts depending on the Plan. The Provider retains the remainder as its remuneration.
• The Provider publishes an earnings report in the dashboard within 30 calendar days of receiving the corresponding report and funds from the Platform. The report shows the reporting period, Platform, counted uses, receipts, exchange rate applied, deductions and final amount to be credited.
• Payouts are made in rubles to the details supplied by the Customer, upon request, within 10 business days of the request, once the minimum withdrawal amount in Appendix No. 1 is reached: Start ₽4,000; Pro ₽3,000; Label ₽2,000. Changes to the minimum amount do not apply to royalties accrued before the change.
• The Customer may request a reconciliation within 6 months of report publication. The Provider responds within 20 business days and recalculates earnings if an error is identified.

Payout recipient’s tax status. Royalties are paid to Customers with one of the following statuses: taxpayer under Russia’s Professional Income Tax (NPD) regime (self-employed), sole proprietor or legal entity. The Customer declares their tax status during verification and provides supporting documents at the Provider’s request. The Customer independently calculates and pays taxes on their income under their applicable tax regime. The Provider does not act as the Customer’s tax agent.

A Customer registered as a taxpayer under Russia’s Professional Income Tax (NPD) regime must generate a receipt in the My Tax app and provide it to the Provider upon receiving each payout. Failure to provide the receipt is grounds for suspending subsequent payouts until it is received.

The Customer must notify the Provider within 3 business days if they lose their tax status. Royalty payouts are not made until the Customer confirms one of the statuses listed above; accrued amounts remain in the Customer’s balance without a time limit.

Platform adjustments. Platforms may revise previously submitted reports, including removing plays deemed invalid and reducing amounts payable to the Provider. Upon receiving an adjustment, the Provider reduces the Customer’s balance by the corresponding amount and states the reason. If the adjustment arrives after payout, the Provider may offset it against subsequent Customer accruals. If no subsequent accruals occur within 12 months, a Business Customer must repay the excess amount within 10 business days of the Provider’s demand.

If a rights holder or Platform makes a claim, the Provider may suspend payouts for the Release concerned for no more than 60 calendar days, giving written reasons. At the end of that period, payment is made or the dispute is referred to a court.

Accrued royalties remain in the Customer’s balance without a time limit and are paid upon request.

9 Provider’s rights and obligations

The Provider agrees to:

• Deliver an approved Release to the distributor within 2 business days of approval; the obligation is fulfilled upon confirmed delivery of the Release and metadata
• Inform the Customer of changes to the Release’s status. Actual publication timelines are governed by Platform procedures and are approximately 24 hours to 7 business days; the Provider cannot guarantee that Platforms will meet these timelines
• Provide dashboard access 24/7, except during scheduled and emergency maintenance
• Collect and pay royalties under the “Royalty payout terms” section
• Notify the Customer of changes to release status

The Provider may:

• Suspend access or block an account under the “Suspension and blocking” section
• Engage third parties—distributors, Platforms, payment, cloud and technical services—to perform the agreement without the Customer’s approval. Liability for their actions is limited to the extent specified in the “Liability” section

The Provider may refuse to deliver a Release to Platforms on any of the following grounds:

• the Release or metadata do not comply with the Offer, Terms of Use or Service technical requirements
• the Release does not comply with a Platform’s or distributor’s rules, quality standards or review policy
• a Platform or distributor has refused the Release or requested changes
• there are grounds to believe that the Customer lacks the necessary rights, or a third party has submitted an infringement claim
• the Release contains materials whose distribution is restricted by Russian law
• there are signs of artificially inflated streaming figures, fraud or other bad-faith conduct
• publishing the Release creates a risk of Platform or distributor penalties against the Provider

The Provider notifies the Customer of a refusal and its grounds within 3 business days. A refusal does not use the Plan’s release quota. The Customer may address the grounds for refusal and resubmit the Release.

10 Customer’s rights and obligations

The Customer agrees to:

• Upload only content for which they hold all necessary rights and licenses
• Provide accurate authorship information and metadata
• Comply with file technical requirements and Platform rules
• Not use the Service for money laundering, fraud or artificial streaming

The Customer warrants that they hold rights to the musical work, lyrics, sound recording, performance and other elements of the Release.

Signs of artificially inflated streaming figures include, without limitation: a sudden deviation of 30% or more from organic trends without documented advertising or media activity; abnormal geographic or device distribution of streams; and information received from a Platform or distributor. If such signs are identified, the Provider may take down the Release from Platforms without identifying who organized the artificial streaming and suspend accruals for that Release.

Fines, penalties and deductions imposed on the Provider by a Platform or distributor in connection with the Customer’s Release are deducted from the Customer’s accruals. A Business Customer must reimburse these amounts in full if accruals are insufficient.

11 Suspension and blocking

The Provider may suspend services or block the Customer’s account in the event of:

• a breach of this Offer or the Terms of Use
• content uploaded without the necessary rights or in infringement of third-party rights
• artificial streaming or other bad-faith conduct
• substantiated claims from rights holders, Platforms or government authorities

The Provider sends the Customer a notice describing the breach and allows at least 3 business days to remedy it. Suspension without advance notice is permitted only when required by a Platform, distributor, rights holder or competent government authority, or where there are signs of fraud. In that case, a notice stating the reasons is sent within 1 business day after suspension.

If the Provider terminates the agreement because of a breach, it refunds the unused portion of the Plan period less expenses actually incurred. Accrued royalties are paid to the Customer; payment may be suspended as provided in “Royalty payout terms.”

If technical failures occur at Platforms or delivery services, the Provider may temporarily suspend acceptance of new Releases and notify Customers in the dashboard. The paid Plan period is extended by the length of the suspension.

12 Release takedowns and removal

The Customer may request takedown of their Release from Platforms at any time through the dashboard or support. The Provider sends the takedown request to the distributor within 2 business days of receiving the Customer’s demand. Platforms independently perform actual removal, which takes approximately 24 hours to 14 calendar days. The Provider cannot guarantee that Platforms will meet these timelines and provides progress information at the Customer’s request.

The Provider may remove a Release from Platforms for a breach of the terms, termination of the agreement or a demand by a rights holder or Platform. Takedown does not cancel the obligation to pay royalties already accrued.

13 Processing of personal data

By accepting the Offer, the Customer consents to the processing of personal data to the extent and on the terms set out in the Privacy Policy, in accordance with Federal Law No. 152-FZ, “On Personal Data.”

Data are processed to perform the agreement, settle payments and deliver to Platforms to the extent necessary to publish the Release. Data are stored on servers in the Russian Federation.

14 Refunds

The Customer may withdraw from the agreement at any time by sending notice through the dashboard or to team@creatormusic.ru. There is no time limit for making this request.

The Provider refunds the amount paid less the cost of the elapsed part of the paid period and expenses actually incurred in performance: delivery of Releases to Platforms, ISRC and UPC generation, and payment system fees. A calculation of deductions is provided at the Customer’s request.

For additional one-time services (section 7), if the Customer cancels after payment but before the application is submitted to the Platform, the payment is refunded in full. After submission, the service is deemed performed and its fee is nonrefundable, including if the Platform rejects the application, except where rejection results from the Provider’s error in preparing or submitting it.

The refund is issued within 10 calendar days of receiving notice.

Withdrawal from the agreement does not terminate the license for Releases already published or cancel the parties’ obligations regarding accrued royalties.

15 Liability

The following circumstances are outside the Provider’s control and, provided the Release and metadata were properly delivered, do not constitute a defect in the Provider’s service:

• Publication and review timelines governed by Platform policies
• A Platform’s refusal to publish content or its removal of content
• The amount of royalties accrued by Platforms and changes to their algorithms or monetization terms
• Incorrect display of cover art, metadata, lyrics and other materials by a Platform, provided the Provider delivered them correctly

If any of these circumstances occurs, at the Customer’s request the Provider contacts the Platform or distributor within 3 business days and informs the Customer of the result.

The Provider remedies identified service defects within 10 business days of the Customer’s request. If a remedy is objectively impossible without Platform action, the Provider contacts the Platform within 3 business days, keeps the Customer informed of progress and, on request, grants a proportionate price reduction or refunds the unused period.

If the service is defective, the Customer may choose to require a remedy at no charge, a proportionate price reduction, reimbursement of the cost of remedying the defect themselves or through third parties, or withdrawal from the agreement and a refund. By agreement with the Customer, a proportionate price reduction may take the form of extending the paid Plan period by the time during which the Release was incorrectly available.

For Customers using the Service for business purposes, the Provider’s liability is limited to the amount actually received from that Customer in the preceding 12 months. Lost profits are not recoverable.

A Business Customer indemnifies the Provider for financial losses arising from third-party claims concerning the Release, whether or not the Customer has committed a breach, under Article 406.1 of the Civil Code of the Russian Federation. This includes amounts paid, Platform and distributor penalties, and legal costs.

A Consumer Customer reimburses the Provider for losses caused by a breach of the Offer or infringement of third-party rights as provided by law.

16 Force majeure

The parties are not liable for failure to perform obligations caused by force majeure: natural disasters, military action, government acts, or widespread regional outages of electricity or backbone communications. Performance is suspended for the duration of such circumstances.

The parties understand that a breach by the Provider’s counterparties, including Platforms and the distributor, does not constitute force majeure under Article 401(3) of the Civil Code of the Russian Federation.

17 Term and termination

The agreement remains in effect for the paid period of the selected Plan. If auto-renewal is enabled under “Fees and payment terms,” the period renews automatically upon a successful charge. If auto-renewal is not enabled, has been disabled or the charge fails, access to new release uploads and advanced features ends when the period expires, until the next payment. Previously published Releases remain on Platforms until the Customer requests takedown or the license agreement terminates.

The Customer may withdraw from the agreement at any time by notifying the Provider through the dashboard or at team@creatormusic.ru, with the consequences described in “Refunds.”

The Provider may unilaterally terminate the agreement with a Business Customer without court proceedings by giving at least 30 calendar days’ notice. In that case, the Provider refunds the unused portion of the Plan period.

For a Consumer Customer, the Provider may seek termination for a material breach, namely: uploading a Release without the necessary rights; making inaccurate representations; artificially inflating streaming figures; repeated Platform rule violations resulting in penalties against the Provider; or actions creating a risk that the distributor will terminate its relationship with the Provider. Termination is preceded by notice describing the breach and allowing at least 10 calendar days to remedy it, except where a Platform, rights holder or competent authority requires immediate action. Upon termination, the Provider refunds the unused portion of the Plan period less expenses actually incurred.

The parties’ obligations regarding accrued royalties survive regardless of the grounds for termination.

18 Dispute resolution

The parties seek to resolve disputes through negotiation. A Consumer Customer is not required to follow a pre-litigation procedure.

The Provider considers requests for refunds, proportionate price reductions and damages within 10 calendar days, and other requests within 10 business days.

Disputes with Consumer Customers are heard under Article 17 of the Russian Federation Law “On Protection of Consumer Rights.”

For Business Customers, a pre-litigation claim procedure is mandatory, with a response period of 15 business days. Disputes are referred to the Arbitrazh Court of the Chelyabinsk Region.

The governing law is the law of the Russian Federation.

19 Disputes between rights holders

If the Provider receives a claim from a person stating that they are a co-author, performer, sound recording producer or other rights holder in the Release and that the Customer was not authorized to grant the license, the Provider:

• notifies the Customer within 1 business day and allows 10 business days to provide documents confirming their authority
• suspends accruals for the disputed Release for no more than 60 calendar days
• initiates takedown from Platforms if documents are not provided
• continues performing the agreement and notifies the claimant if the documents provided demonstrate the Customer’s authority

The Provider does not decide the merits of disputes between rights holders or determine their shares. Until the dispute is resolved by agreement or a court, the rights holders may jointly designate a person authorized to receive payouts by a written statement.

Payments made by the Provider before receiving such a statement are deemed proper fulfillment of its payment obligation.

20 Business details