Last updated: January 22, 2026
This License Agreement ("Agreement") governs all topline transactions conducted through ToplineBase (the "Platform"), operated by ToplineBase, registered with the Dutch Chamber of Commerce (KvK) under number 87084562.
By completing a purchase on the Platform, both the Licensor (Songwriter/Seller) and the Licensee (Producer/Buyer) agree to be bound by the terms of this Agreement as supplemented by the specific transaction details documented in the generated contract.
"Topline" means a vocal melody and lyrics, including any recorded vocal performance, stems, and associated metadata uploaded to the Platform.
"Licensor" (also referred to as "Songwriter" or "Seller") means the individual(s) who upload and offer the Topline for licensing on the Platform.
"Licensee" (also referred to as "Producer" or "Buyer") means the individual or entity that purchases a license to the Topline through the Platform.
"Master Rights" means the rights in the sound recording of the Topline, including the right to reproduce, distribute, and publicly perform the recording.
"Publishing Rights" means the rights in the underlying musical composition (melody and lyrics), including mechanical rights, performance rights, and synchronization rights.
"Buyout" means the irrevocable assignment and transfer of a Licensor's ownership interest in the Master Rights and/or Publishing Rights to the Licensee.
"Combined Work" means any musical work created by incorporating the Topline with other musical elements (e.g., instrumental production).
"PRO" means a Performance Rights Organization (e.g., ASCAP, BMI, SESAC, PRS, BUMA/STEMRA).
Upon successful purchase through the Platform, the Licensor grants to the Licensee a license to use the Topline according to the license type specified in the transaction:
A royalty-free license lets the Licensee use the Topline in one new song, paying once and owing nothing further. In particular, the Licensee:
The Licensor keeps ownership of the Topline itself and may:
Shared vocal & Content ID:Because the same Topline is licensed to multiple producers, automated systems may occasionally flag a release. This license is the Licensee's proof of a legitimate right to use the Topline and can be used to dispute such a claim. The Licensee may not exclusively claim the shared Topline itself, or use content-identification systems to block or demonetize another party's legitimate use of the same Topline.
Scope: Worldwide, perpetual (subject to termination provisions), for commercial and non-commercial use.
An exclusive license grants the Licensee the sole right to use the Topline, meaning the Licensor:
Scope: Worldwide, perpetual (subject to termination provisions), for commercial and non-commercial use.
Note: Unless the Licensor opts out, all transactions on ToplineBase are exclusive by default.
The license type (exclusive or royalty-free) is determined by the Licensor at the time of upload and clearly displayed on the listing. The Licensee acknowledges and accepts the license type prior to completing the purchase.
ToplineBase operates on a standard 50/50 split model:
| Party | Master Rights | Publishing Rights |
|---|---|---|
| Licensee (Buyer) | 50% | 50% |
| Licensor(s) (Songwriter(s)) | 50% (collectively) | 50% (collectively) |
When multiple Songwriters contribute to a Topline, the Songwriters' 50% share is divided according to the split percentages specified at upload. For example:
These percentages are binding and documented in the transaction contract.
A Buyout constitutes an irrevocable assignment of the Licensor's economic rights in the Topline to the Licensee. This is a permanent transfer of ownership, not a license.
Legal Effect: Upon completion of a Buyout, the Licensor permanently transfers and assigns all right, title, and interest in the specified rights (Master and/or Publishing) to the Licensee, equivalent to an assignment under applicable copyright law.
Individual Songwriters may offer their share of Master Rights and/or Publishing Rights for Buyout. This is optional and determined by each Songwriter independently.
Buyout prices are calculated using the following formula:
Example Calculation:
| Base Topline Price | €500 |
| Songwriter A's Share | 25% (of 50% Songwriter share) |
| Buyout Price for Songwriter A | €500 × (25% / 50%) × 2 = €500 |
The Licensee may choose which individual Buyouts to accept at the time of purchase:
Upon completion of a Buyout:
Subject to the license type and any Buyouts, the Licensee may:
The Licensee may NOT:
This section applies to exclusive licenses only. Under a royalty-free license (Section 2.1), the Licensee pays once and owes no ongoing royalties or publishing share, no split percentages apply, and no PRO registration of the Topline against the new song is required or permitted.
For exclusive licenses, both parties agree to:
The following royalty streams are subject to the agreed splits:
When a Songwriter completes a Buyout, they permanently forfeit their share of future royalties for the assigned rights. The Licensee becomes entitled to receive the Songwriter's royalty share going forward.
All Songwriters who retain any Publishing Rights must be credited on all commercial releases. Credit format:
A Songwriter may only be excluded from credits if:
Even in cases of Full Buyout, Songwriters retain moral rights to the extent they cannot be waived under applicable law. This includes the right to be identified as the author (where applicable) and the right to object to derogatory treatment of the work.
ToplineBase maintains a strict policy against AI-generated content. All Toplines listed on the Platform must be:
All Toplines are analyzed by ToplineBase's proprietary Origin™ AI detection system before listing.
Important Disclaimer: AI detection is provided on a "best-effort" basis. ToplineBase does not guarantee the accuracy of AI detection results. False positives (human content flagged as AI) and false negatives (AI content not detected) may occur. The Platform makes the final determination regarding content authenticity at its sole discretion.
By uploading a Topline, the Licensor warrants that:
If a Topline is later determined to contain AI-generated elements, the transaction may be voided, the Licensor's account may be terminated, and the Licensor may be liable for damages incurred by the Licensee.
ToplineBase acts solely as a marketplace facilitator. The Platform provides:
ToplineBase is NOT:
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
The Licensor represents and warrants that:
The Licensor agrees to indemnify, defend, and hold harmless the Licensee and ToplineBase from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
Limitation: This indemnification obligation applies only to the extent permitted by applicable law. The Licensor shall not be liable for claims arising from the Licensee's misuse, modification, or unauthorized use of the Topline.
The Licensee represents and warrants that they will:
By completing a purchase on ToplineBase, both parties electronically sign and agree to all specified terms. This electronic signature constitutes a legally binding agreement equivalent to a handwritten signature under:
A detailed contract is generated for each transaction and provided to all parties, containing:
Unless otherwise specified, licenses granted under this Agreement are perpetual, subject to:
Either party may terminate the license upon material breach by the other party, including:
Upon termination:
Exception for Released Works:
Buyouts (assignments of rights) are permanent and irrevocable. Termination of the license does not affect rights that have been permanently assigned through Buyout.
Before initiating formal dispute resolution, parties agree to attempt informal resolution by contacting each other directly and, if needed, requesting mediation assistance from ToplineBase at support@toplinebase.com.
If informal resolution fails, parties agree to submit the dispute to mediation before a mutually agreed mediator or through a mediation service. Mediation shall take place in Amsterdam, Netherlands (or remotely by agreement).
If mediation fails, disputes shall be finally resolved by binding arbitration under the following terms:
Arbitration Institution: Netherlands Arbitration Institute (NAI)
Location: Amsterdam, Netherlands
Language: English
Rules: NAI Arbitration Rules
Number of Arbitrators: One (1), unless the disputed amount exceeds €50,000
ToplineBase is not a party to disputes between Licensors and Licensees. The Platform may provide transaction records and documentation upon legal request but has no obligation to mediate or adjudicate disputes.
This License Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.
Subject to the arbitration clause above, any legal proceedings arising from this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, Netherlands.
Notwithstanding the arbitration clause, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.
For questions about licensing, disputes, or this Agreement: