Xuxly Creator Agreement and Content License

Version 2026-10-24. Effective October 24, 2026.

1. Parties and scope

This agreement is between you, in your capacity as the person or entity submitting Content ("Creator"), and Nomenas Digital LLC, operator of Xuxly. The Terms of Service apply and supply definitions, contact details, eligibility rules, liability limitations, and dispute provisions. You accept this agreement separately before creator activation and reaffirm your rights when you request publication or a material revision.

A stage name or fictional band name is not a substitute for the legal person granting the license. If you represent a band, label, company, estate, or other rights holder, you must have authority to bind that rights holder and authorize all uses described here. Your use of collaborators does not transfer your licensing obligations to Xuxly.

Xuxly provides a direct publication platform. It does not become your record label, publisher, manager, collecting society, or agent, and it does not acquire ownership of your recordings merely because you upload them. It does not distribute your recordings to outside music services or administer their royalties.

2. What you may submit

You may submit only Content for which you hold or control all necessary rights, possess valid permissions, or can establish another lawful basis for the uses described in this agreement, including applicable public-domain status, without Nomenas obtaining an additional paid license or paying another rights holder, unless Nomenas expressly accepts a different arrangement in a separate written agreement before publication.

This includes your rights or valid permissions for the master recording, composition, lyrics, samples, beats, arrangements, featured performances, producer contributions, cover art, photographs, video or promotional materials where used, names, logos, likenesses, and other submitted elements. Rights may be owned or properly licensed; ownership of every element is not required where a valid license gives you the necessary authority.

Your authority must cover interactive and on-demand streams, applicable public-performance and digital-performance rights, reproduction and mechanical rights, digital distribution and personal downloads, technical copies and processing, display of lyrics/artwork/metadata, and the limited promotion described below. Permission to distribute a master alone does not necessarily cover the composition or download rights.

Cover versions, remixes, samples, leased beats, and third-party material are not accepted on the strength of a vague "royalty-free" claim. They require permissions covering these actual uses, sublicensing where necessary, relevant territories, and the absence of further payment obligations for Nomenas. A license restricted to your own website, a limited number of sales, noncommercial use, or a particular distributor may be insufficient.

Public Domain Works

Content incorporating musical compositions, lyrics, arrangements, performances, or sound recordings that are genuinely in the public domain may be submitted without rightsholder permission for those public-domain elements, provided that their public-domain status applies in every territory where Xuxly makes the Content available. Public-domain status may differ by territory.

The copyright status of the underlying composition, lyrics, arrangement, performance, and specific sound recording must be assessed separately. A public-domain composition does not automatically place a modern arrangement, performance, or recording of that composition in the public domain.

You may submit your own recording or arrangement of a public-domain work only if you hold or control the rights in, possess valid permissions for, or otherwise have a lawful basis to use every additional protected element included in the submission.

You are responsible for verifying the claimed public-domain status and must provide reasonable supporting evidence upon request. Xuxly may reject, hold, restrict, or remove Content when its legal status or the necessary territorial scope cannot be established.

Do not submit material when an exclusive publishing, label, collective-management, platform, or other arrangement prevents you from granting this license. Before publication, disclose privately any limitation relevant to rights clearance. If you cannot authorize worldwide use and infrastructure processing as described below, do not publish unless Nomenas has expressly accepted a workable territorial restriction in writing. The platform does not promise to implement a rights restriction merely because you write it in metadata.

3. Your representations and continuing obligations

For each submission and publication you represent that:

1. You have legal capacity, authority, and all permissions required for this agreement and its surviving listener licenses.
2. The Content and permitted uses do not infringe third-party copyright, trademark, publicity, privacy, contractual, or other rights and do not violate applicable law.
3. Required collaborator, performer, producer, publisher, society, and other payments or clearances have been satisfied or validly arranged by you, so Nomenas is not required to buy missing rights or pay royalties for the permitted uses.
4. You have obtained any required consent for a real person's voice, likeness, performance, or endorsement; a realistic synthetic replica is not automatically authorized by ownership of an audio file.
5. Credits, ownership assertions, affiliation statements, explicit-content information, and other factual claims you supply are not knowingly false or misleading.
6. You will promptly tell us of a claim, termination of a necessary license, conflicting rights transfer, change of collective-management status, or other event that undermines these statements.

Keep supporting agreements and evidence. We may request relevant documentation privately, pause publication, restrict access, or remove material while authority is unresolved. You need not publicly identify your creative software merely to satisfy a rights check. Approval by Xuxly is not a certification of your rights and does not relieve you of these representations.

4. License you grant to Nomenas

You retain the rights you hold. In exchange for access to the creator workflow and the mutual promises in this agreement, you grant Nomenas a nonexclusive, worldwide, royalty-free license, for the term described below, to use submitted Content as follows:

• Receive, host, store, back up, reproduce, inspect, validate, decode, normalize, transcode, and otherwise technically adapt it for the Service, without an unrestricted right to rewrite your composition or release new creative remixes.
• Make published Content available for interactive and on-demand streaming, transmit and publicly perform it as needed for authorized Service playback, and display the associated artwork, lyrics, biography, names, credits, and metadata.
• Create and distribute authorized personal-use MP3 downloads, album ZIP files, Android manifests, app-private offline copies, playback buffers, caches, previews, thumbnails, and other delivery copies.
• Grant Listeners the personal permissions in the Download License, including the survival of lawful downloaded-copy permissions after ordinary withdrawal.
• Use your artist/release names, approved artwork, metadata, and reasonable excerpts to identify and promote your release and Xuxly on Xuxly and Nomenas-controlled promotional channels, including pairing excerpts with promotional visuals. This does not authorize a false personal endorsement, an unrelated third-party product campaign, or independent commercialization of your voice or likeness.
• Authorize hosting, storage, CDN, technical, and other contractors to perform these activities solely for operating or promoting the Service as permitted here, and allow a genuine successor to the Service to continue them subject to this agreement.

The worldwide scope is necessary because public online delivery, listeners, infrastructure, and copies are not confined to one country. Nomenas's decision not to target European markets does not reduce this license to U.S. rights alone and is not a promise of geoblocking.

This agreement does not authorize Nomenas to distribute your releases as an aggregator to Spotify, TIDAL, Apple Music, Amazon Music, or other outside music catalogs. It does not grant a general license to train or fine-tune generative AI models on your Content, sell your masters, create voice clones, or license your music for unrelated films, games, or advertising. Those uses require a separate agreement or another independent legal basis.

To the extent applicable law permits, you consent to the limited technical and presentation changes expressly authorized above and agree not to assert waivable integrity objections solely against those authorized changes. This is not an unlimited waiver of all moral rights, and nonwaivable rights remain unaffected.

5. Free publication; no royalty or payment promise

Submitting, hosting, and streaming your Content under this agreement is available without a Xuxly creator or listener streaming charge. Listener catalog downloads require Plus or another authorized account grant. No royalty, per-stream payment, download fee share, advertising share, minimum guarantee, or other compensation is owed to you by Nomenas under this agreement. Statistics, review approval, continued availability, or platform revenue do not themselves create compensation rights. A different arrangement requires an express separate written agreement signed by an authorized Nomenas representative.

You authorize these uses without requiring Nomenas to obtain a collective-management, label, publisher, or other paid license for your Content. You may not later use a third-party representative to demand payment for uses you validly authorized without payment. You remain responsible for your own collaborators and representatives to the extent you lawfully control those obligations.

A collecting society or other rights holder may separately offer appropriate rights to Nomenas without payment, but Nomenas is not obliged to accept an unsolicited license or its additional conditions. This agreement does not bind nonparties, eliminate nonwaivable statutory remuneration or reporting obligations, or turn a permission you do not hold into a valid license. If an additional legal obligation prevents operation on the agreed basis, Nomenas may suspend or remove the affected Content instead of agreeing to an additional license.

6. Creation tools and copyrightability

Human-made, AI-assisted, and AI-generated material is assessed under the same requirements for lawful use, necessary permissions, technical suitability, and accurate factual representations. Use of a creation tool is not, by itself, a reason the Content is prohibited.

Xuxly does not require a general public AI label on every track or album. We may require specific disclosures, preserve or handle provenance information, request private rights evidence, or restrict an item when applicable law actually requires it or a concrete rights issue warrants it. We do not promise that a future legal requirement will never apply. Any optional declaration you choose to make must be accurate.

Check the terms governing the tools, models, voices, datasets you supply, and other inputs you use. The ability to generate or download a file does not itself prove a right to authorize Xuxly's uses.

Some material may not qualify for copyright protection, or may contain both protected and unprotected elements. You grant the rights and permissions you actually hold and authorize Xuxly to use the submission to the extent lawful. You must not claim exclusive copyright over material where no such right exists. This agreement does not create copyright, certify copyrightability, or restrict a nonparty's independent lawful use of unprotected material.

7. Drafts, review, and publication

Uploading creates a private submission for processing and review, not automatic publication. The initial qualifying album currently requires at least six tracks and the required profile, cover, metadata, and rights confirmation. Xuxly may change onboarding criteria and technical requirements prospectively.

We may approve, request changes, hold, or reject a submission. Approval does not guarantee publication or acceptance of later revisions. You must deliberately request publication after approval. Material changes may require a fresh private review before you apply them to the public release.

We may reject low-quality, deceptive, duplicative, unlawful, technically unsuitable, or abusive submissions, and may limit uploads or publication for capacity or security reasons. No review deadline, audience, promotional expenditure, chart placement, or financial return is guaranteed.

8. Public delivery is not DRM

You understand that published audio and artwork are delivered through public media infrastructure. Some approved media can be retrieved by a person who has its public URL. Signed links and authenticated download workflows protect particular paths; they are not a promise that all audible Content is inaccessible outside those paths.

Xuxly does not promise conventional DRM or prevention of recording, caching, copying, or redistribution by a third party. Publication under this agreement is your authorization for the disclosed delivery model, not permission for third parties to disregard the listener license. We may investigate abuse but do not guarantee recovery of every unauthorized copy.

9. Withdrawal and the end of the license

You may request withdrawal by contacting legal@xuxly.com, identifying the release and your authority. Ordinary voluntary withdrawal has a 30-calendar-day notice period, starting when Nomenas receives a sufficiently identifiable request from the authorized Creator. The music remains available during that period; Nomenas disables public catalog availability and new authorized downloads at its end. If confirmation is genuinely needed, we will request it without unnecessary delay. This contractual wind-down does not postpone action required for an infringement notice, safety issue, or binding order.

Deleting your listener/account profile is a separate process. The deletion form lets you keep your music available or also request ordinary withdrawal after 30 days. Keeping the music does not submit a withdrawal request. Choosing withdrawal records a separate notice for your releases; neither option immediately changes music availability or deletes catalogue files. Cancelling the pending account-deletion request also cancels its linked, still-pending withdrawal notices. Your catalogue rights and withdrawal timetable remain governed by this agreement. Restricted evidence necessary to administer the licence and withdrawal is retained as described in the Privacy Policy.

You authorize continued operation during that wind-down. After removal, we stop granting new listener licenses and new public uses of the removed release, except as law or an independently valid permission allows. We will discontinue new use in controlled promotional campaigns and remove active controlled promotional placements within the same ordinary wind-down where reasonably within our control. Already distributed materials, third-party shares, user devices, and third-party caches cannot all be recalled.

The following permissions survive ordinary withdrawal or termination:

• A Listener's lawful, already granted personal Download License continues on its stated terms. You authorize that survival and may not revoke it merely because you leave Xuxly, change distributors, sell the master, or change your mind.
• Nomenas may retain restricted copies and associated evidence to comply with law, preserve proof of licenses and publications, handle claims, enforce this agreement, and complete defined backup/deletion processes. Such retention does not authorize continued public streaming or new downloads.
• Accrued obligations, valid indemnities, dispute provisions, and other rights that must survive by their nature remain effective.

A nonwaivable statutory termination right, court order, missing underlying permission, or a Listener's material license breach may require a different result. Nomenas cannot guarantee rights that never existed. We do not remotely delete ordinary audio files from Listener devices and do not promise to recall every downloaded copy.

10. Claims, cooperation, and indemnity

Promptly cooperate with reasonable rights inquiries and use the Copyright Policy's process for takedowns and counter-notices. Do not re-upload a restricted item through another identity while a restriction remains unresolved.

To the extent permitted by applicable law, you will defend and indemnify the Nomenas Parties against third-party claims to the extent caused by your breach of this agreement, missing permissions, infringement in your submission or its authorized use, or an unpaid obligation you were required to resolve under this agreement. Covered amounts may include judgments, approved settlements, and reasonable legal costs, but only to the extent legally recoverable and attributable to your covered conduct.

Nomenas will give reasonably prompt notice and reasonable cooperation. Counsel and settlement arrangements must be reasonable. No settlement may admit liability or impose an obligation on a Nomenas Party without its written consent, not unreasonably withheld. Nomenas may participate through its own counsel and may assume control where a material conflict or failure to defend requires it. There is no double recovery and no indemnification of a Nomenas Party for its own fraud, willful misconduct, gross negligence, or independent unauthorized use of your Content.

Nomenas's liability limitations and other protections in the Terms apply to this relationship. The US $100 cap limits the Nomenas Parties' liability; it is not a cap on a Creator's valid third-party indemnity obligation. Nothing overrides a mandatory rule of law.

11. Your originals and additional arrangements

Keep your originals, agreements, project files, and backups. Xuxly is not an archival or guaranteed restoration service. Account deletion may affect access to private drafts even where restricted legal evidence must be retained.

No later upload, biography, invoice, email footer, collecting-society registration, or unilateral notice changes the agreed royalty-free license. Any change to compensation or materially different licensing conditions requires a separate written agreement with Nomenas. You remain free to license your own rights elsewhere consistently with this nonexclusive agreement and the listener permissions already granted.