TERMS OF USE

1. ACCEPTANCE OF THESE TERMS

1.1 Agreement to Terms. These Terms form a binding contract between the Company and each person who visits the Platform, creates an account, lists Content for sale, or completes a purchase. By clicking "I Agree" or a similar button or checkbox, by creating an account, or by using the Platform, you accept these Terms. If you do not accept these Terms, do not use the Platform.

1.2 Clickwrap Records. The Platform presents these Terms, and the schedule that applies to each transaction, through an affirmative click step. The Platform logs the date, time, account, document version, and the specific language accepted, and retains those records for at least three years. Those records serve as evidence of your electronic signature and assent under the federal and state laws that give electronic signatures the same effect as ink signatures.

1.3 Incorporation by Reference. The following schedules are part of these Terms: Schedule 1 (Content License Tiers), Schedule 2 (Copyright Assignment Terms), Schedule 3 (DMCA Copyright Policy), and Schedule 4 (Collaborator Split-Sheet Form). Each schedule is incorporated into these Terms by reference. Each rule appears once, in one place. When you buy or sell through the Platform, checkout identifies the schedule and License Tier that governs the transaction and asks for your assent to that schedule at that time. Your assent at checkout binds you to the identified schedule for that transaction.

1.4 Privacy Policy. The Privacy Policy is a separate document. It is not part of these Terms and is not incorporated into them. It describes how the Platform collects, uses, and stores personal information. Review it at www.thesoundmarketplace.com/privacy.

1.5 Additional Feature Terms. Some features may carry additional posted terms. If additional terms conflict with these Terms, the additional terms control for that feature only.

2. DEFINITIONS

The following terms carry the meanings below wherever they appear in these Terms, including the schedules.

"AI-Generated Content" means music, sound recordings, sample packs, sound effects, lyrics, or other creative material whose creative expression was produced in whole or in material part by a generative artificial intelligence system, including text-to-music tools, text-to-audio tools, AI voice synthesis or voice cloning, automated composition engines, and AI lyric generators, in each case without meaningful human authorship of the resulting expression. Content does not become AI-Generated Content solely because the creator used standard production technology, including digital audio workstations, hardware or software synthesizers, drum machines, samplers, virtual instruments, pitch correction, quantization, and mixing, mastering, or noise-reduction tools, including AI-assisted versions of those tools, applied to material a human composed and performed.

"Buyer" means a user who purchases Content or a Custom Order through the Platform.

"Collaborator" means a person holding an ownership or revenue share in a Split Track or Custom Order, as recorded on a Collaborator Split-Sheet.

"Content" means the music tracks, beats, sample packs, sound effects, song lyrics, artwork, listing descriptions, and other material a Seller uploads to or sells through the Platform.

"Custom Order" means a commissioned project in which a Buyer engages a Seller through the Platform to create new material to the Buyer's specifications.

"License Tier" means a set of license or transfer terms defined in Schedule 1 that attaches to a Listing and states what the Buyer receives.

"Listing" means a Seller's offer of Content for sale on the Platform.

"Membership" means the paid subscription plan described in Section 8.

"Seller" means a user who lists or sells Content or accepts Custom Orders through the Platform.

"Split Track" means Content created by two or more Collaborators who share revenue under a Collaborator Split-Sheet.

3. ELIGIBILITY, ACCOUNTS, AND REGISTRATION

3.1 Eligibility. You must be at least 18 years old and able to form a binding contract to use the Platform. The Platform does not offer accounts to anyone under 18.

3.2 Account Information. You agree to provide true, accurate, current, and complete information at registration and to keep it updated. The Platform may suspend or close an account that contains false or outdated information.

3.3 One Account Per Person. Each person may hold one account. The Platform may decline, merge, suspend, or close duplicate accounts, including accounts created to restart a free trial, evade a suspension, or manipulate reviews or flags.

3.4 Account Security. You are responsible for your login credentials and for all activity under your account. Notify the Platform at support@thesoundmarketplace.com immediately if you suspect unauthorized use.

3.5 Seller Payout Onboarding. Sellers must complete payout onboarding with the Platform's payment processor, currently Stripe, before receiving payouts. The processor may require identity verification and tax information. The Platform may withhold payouts until onboarding is complete.

4. ROLE OF THE PLATFORM

4.1 Marketplace Venue. The Platform is a marketplace venue. Sellers, not the Company, create, own, price, and license the Content they list. Each purchase forms a direct license or assignment between the Buyer and the Seller on the terms of the applicable License Tier and schedule. The Company administers checkout, delivery, records, and payment flow, but the Company is not a party to the license or assignment between Buyer and Seller except where these Terms state otherwise.

4.2 User-Generated Content. The Platform hosts content that users create and upload. The Company does not pre-approve, endorse, or adopt any Listing and does not review every upload for accuracy, quality, or legality.

4.3 No Agency. These Terms create no partnership, joint venture, employment, or agency relationship between the Company and any user.

4.4 Automated Assistant. The Platform may offer an automated chat assistant to answer questions about using the Platform. The assistant is software, not a human, and the chat window identifies it as automated. Its answers are general information only, may contain errors, and are not legal or professional advice. Nothing the assistant says changes these Terms, creates a promise on behalf of the Company, or overrides any provision of these Terms or a schedule. The posted Terms control over anything the assistant states.

5. CONTENT LICENSING AND RIGHTS FRAMEWORK

5.1 One Framework. All rights in purchased Content pass under a single framework organized by content type and License Tier. Schedule 1 states each tier once. No side agreement changes a tier unless the Buyer and Seller execute a separate signed writing and record it with the Platform.

5.2 Automatic Tier Application at Checkout. Every Listing carries a License Tier. At checkout, the Platform displays the applicable tier, its price, and its core grants and restrictions, and requires the Buyer's affirmative assent before payment. The receipt and the Platform's transaction log record the tier that applies. The tier terms in effect at the time of purchase govern that purchase permanently, even if Schedule 1 later changes.

5.3 Tracks. Tracks sell under four tiers defined in Schedule 1, Part A: MP3 Lease, WAV Lease, Trackout Lease, and Exclusive Sale. The lease tiers are non-exclusive licenses with stated usage caps. Exclusive Sale ends further sales of the track and grants the exclusive rights stated in Schedule 1.

5.4 Sample Packs and Sound Effects. Sample packs and sound effects sell under a royalty-free, flat-price license defined in Schedule 1, Part B. The Platform treats these items as production tools, not as finished compositions. The Buyer may build them into new works without further payment, credit, or per-use accounting.

5.5 Lyrics. Lyrics sell only by exclusive flat sale with a full transfer of copyright ownership under Schedule 1, Part C and Schedule 2. Lyrics carry no lease tiers. When a lyrics sale completes, the Seller keeps no rights in the lyrics and the Listing comes down.

5.6 Custom Orders. Custom Orders proceed under the work-for-hire tier in Schedule 1, Part D, supported by the assignment terms in Schedule 2.

5.7 Reserved Rights. Sellers keep all rights not granted in the applicable tier. Buyers receive no rights by implication.

6. COPYRIGHT TRANSFERS AND ELECTRONIC SIGNATURES

6.1 Signed Writing Requirement. Federal copyright law requires a writing signed by the owner of the rights conveyed, or the owner's authorized agent, for any transfer of copyright ownership. Lyrics sales and Custom Orders transfer copyright ownership, so both use the signed assignment terms in Schedule 2.

6.2 How Execution Works. The Seller executes Schedule 2 electronically when creating a lyrics Listing or accepting a Custom Order, and confirms that execution at the time of sale. The Buyer assents to the same assignment language at checkout. Each click made next to the assignment language is an electronic signature. The Platform logs and retains each signature event, including the signer, the document version, and a timestamp.

6.3 Legal Effect. A signature, contract, or record keeps its legal effect even though it exists only in electronic form. The logged records described in Section 1.2 and this Section 6 serve as the signed writing for each assignment made under Schedule 2.

6.4 Further Assurances. On request, the Seller will sign any additional document reasonably needed to confirm or record an assignment made under Schedule 2, including a short-form assignment suitable for recording with the U.S. Copyright Office.

7. FEES, COMMISSION, AND PAYOUTS

7.1 Platform Commission. The Platform charges Sellers a commission of 5% of the gross sale price of each completed sale. This commission is designed to cover the Platform's payment processing costs. The Platform does not deduct any additional processing fee on top of the 5% commission.

7.2 Payment Processing. Stripe processes payments and payouts through Stripe Connect. Sellers and Collaborators must maintain Stripe Connect accounts to receive funds. Stripe's own terms govern the processing relationship. The Company does not hold user funds and is not a bank, money transmitter, or deposit institution. For Custom Orders, the payment processor holds funds until the release conditions in Schedule 1, Part D are met.

7.3 Split Tracks. For Split Tracks, the payout from each sale splits automatically at the time of sale according to the percentages on the executed Collaborator Split-Sheet for that project. Each Collaborator receives that share through that Collaborator's own Stripe Connect account. Percentages on a Collaborator Split-Sheet must total 100%.

7.4 One-Time Payout Model. The Platform pays out per sale, with completed sales batched into a single payout sent weekly via Stripe Connect. The Platform does not collect, administer, or distribute ongoing royalties, public performance royalties, or publishing income, and does not act as a performing rights organization or publishing administrator. Sellers remain responsible for their own registrations and royalty collection outside the Platform, including with any performing rights organization.

7.5 Taxes. Sellers are responsible for income and self-employment taxes on their sales. The Platform may collect and remit sales or similar transaction taxes where the law requires and may require completed tax forms before payout.

7.6 Fee Changes. The Platform may change the commission rate or add fees on a prospective basis with at least 30 days advance notice by email. Changes do not apply to sales completed before the effective date.

8. MEMBERSHIP, FREE TRIAL, AND AUTO-RENEWAL

8.1 Plan and Price. The Membership costs $5.00 per month or $50.00 per year, plus applicable taxes. New members receive a 7-day free trial.

8.2 Automatic Renewal Disclosure. The Membership renews automatically each month until you cancel. At the end of the 7-day free trial, the Platform charges the payment method on file $5.00 plus applicable taxes, and charges it again each month on the renewal date until you cancel. You may cancel at any time as described in Section 8.4. Cancellation takes effect at the end of the current billing period.

8.3 Point-of-Sale Consent. Before any charge, the Platform presents the renewal terms in Section 8.2 in a conspicuous manner at the point of sale and requires your affirmative consent to the automatic renewal terms through a separate checkbox or button that covers only the renewal terms. The Platform keeps a record of that consent for at least three years or one year after the Membership ends, whichever is longer, and sends a confirmation to your account email that states the renewal terms, how to cancel, and a direct link to the cancellation control in your account settings.

8.4 Cancellation. You may cancel the Membership at any time through the "Cancel Membership" control in your account settings. Online cancellation completes immediately through that control, without a phone call, a chat session, or a retention offer you must sit through. You may also cancel by email to support@thesoundmarketplace.com. Cancellation stops future charges. Amounts already charged for the current period are not refunded except where the law requires a refund.

8.5 Free Trial Terms and Anti-Abuse. Each person receives one free trial. A trial converts to a paid Membership on day 8 unless cancelled before then, and the point-of-sale disclosure states the conversion date and amount. The Platform may deny, shorten, or end a free trial for any account, payment method, or device that has already used a trial, including where account, payment, or device records show that a user cancelled and resubscribed to restart a trial. The Platform may move a resubscribing account directly to paid Membership without a new trial.

8.6 Price and Service Changes. The Platform will send notice of any Membership price change to your account email between 7 and 30 days before the change takes effect, with instructions on how to cancel. If you do not cancel, the new price applies at the next renewal. The Platform will also send notice of any material change to the Membership to your account email before that change takes effect, in a form you can keep.

8.7 State Notices. Where the law of your state requires renewal reminders or additional renewal notices, the Platform will send them to your account email.

9. REFUND POLICY

9.1 Digital Sales Are Final. Content is delivered as digital files. Once a file is delivered and materially matches its Listing, the sale is final. The Platform does not issue refunds for buyer's remorse, a change in creative direction, or general dissatisfaction with a file that matches its Listing.

9.2 Refund Categories. The Platform issues refunds only in the following situations.

(a) Failed delivery. The file never arrives and support cannot complete delivery within 7 days of purchase.

(b) Misrepresentation. The delivered file materially differs from the Listing, including a different track, missing advertised stems or files, or an undisclosed material defect.

(c) Infringement or rights failure. The Content infringes third-party rights, or the Seller lacked the rights the applicable License Tier required, including through a false certification under Section 10.

(d) Unresolved Custom Order dispute. A Custom Order dispute ends in the Buyer's favor under Section 11 without an accepted redelivery.

(e) Technical or corrupted file. The delivered file is corrupted, incomplete, silent, or otherwise unusable in commonly used audio software, support confirms the defect, and the Seller does not deliver a working replacement within 7 days after notice.

9.3 Process. Submit refund requests through your account or by email to support@thesoundmarketplace.com within 14 days of delivery, with the order number and a description of the problem. A human support agent reviews each request under the procedure in Section 11.

9.4 Effect of a Refund. When a refund issues, the associated license or assignment terminates automatically, the Buyer must delete all copies of the Content, and the Platform reverses or withholds the related payout and commission.

9.5 Chargebacks. Contact support before starting a chargeback. The Platform may suspend accounts that file chargebacks on delivered orders that match their Listings.

10. UPLOAD CERTIFICATION AND SELLER REPRESENTATIONS

10.1 Ownership and Rights Certification. Each time a Seller uploads Content or accepts a Custom Order, the Seller certifies all of the following. The Seller owns or controls every right needed to grant each License Tier offered in the Listing. The Content is the Seller's original work, and any third-party material in it, including samples and interpolations, is fully licensed for resale and sublicensing under each offered tier. No prior exclusive grant, assignment, or pending dispute conflicts with the Listing. Every Collaborator with a share in the Content is recorded on an executed Collaborator Split-Sheet. The Content violates no law and infringes no copyright, trademark, right of publicity, or other right. For lyrics Listings and Custom Orders, the Seller holds full power to assign copyright ownership under Schedule 2.

10.2 Human-Made Certification. Each upload includes the Seller's certification that the Content is human-made and is not AI-Generated Content as defined in Section 2.

10.3 Tiered AI Disclosure. At upload, the Seller must select the disclosure tier that matches the Content. The selected tier forms part of the Seller's certification and appears in the Platform's records for that upload.

(a) Tier 1: Fully human-made. No generative artificial intelligence contributed to the composition, performance, recording, or lyrics.

(b) Tier 2: Human-made with AI-assisted production. A human composed and performed the material, and the Seller used AI-assisted mixing, mastering, noise reduction, or comparable engineering tools on that human-made material. Tier 2 Content is permitted, and the Listing discloses the tier.

(c) Tier 3: AI-Generated Content in whole or material part. Tier 3 Content is not permitted on the Platform, and the upload flow rejects it.

10.4 Content Scanning. The Platform scans music tracks and lyrics with automated detection tools for AI-generated content and may re-scan those files at any time. Sample packs and sound effects are not scanned, because the Platform treats them as production tools rather than compositions, and this is by design. Scanning is a real and meaningful screening step for the content types it covers, but no detection tool is infallible. Every detection tool produces false positives and false negatives. A scan result is not a certification, endorsement, or promise by the Platform about any file, and the absence of scanning for sample packs and sound effects is not a statement that those files are free of AI-generated content. The Seller certifications in Sections 10.2 and 10.5 apply to every upload regardless of whether the Platform scans it. The Platform may select, change, add, or combine third-party detection vendors at any time without notice, may begin or expand scanning of additional content types at any time, and this Section applies the same way no matter which vendor or tool the Platform uses.

10.5 Certification Stands on Its Own. The Seller's certifications in this Section 10 do not depend on scan results. A passed scan does not waive, reduce, or shift the Seller's responsibility for a false certification. If a certification proves false, the Seller bears the resulting liability to Buyers and to the Platform, including under Section 19.

10.6 Public Descriptions. Public-facing pages may state that the Platform scans music tracks and lyrics for AI-generated content and that Sellers certify their work is human-made. Public-facing pages do not state or imply that sample packs or sound effects are scanned. Marketing and listing pages describe scanning as a screening measure for the content types it covers and do not promise that any file is free of AI-generated content.

10.7 Consequences of False Certification. If a certification proves false, the Platform may remove the affected Listings, withhold or reverse payouts tied to the affected sales, charge refunds under Section 9 back to the Seller, and suspend or terminate the account under Section 16. The Seller's indemnification duties in Section 19 apply.

11. FLAGS, DISPUTES, AND HUMAN REVIEW

11.1 Flags. Any user may flag a Listing for suspected infringement, AI-Generated Content, misrepresentation, or another violation of these Terms. The Platform's scanning tools may also generate flags.

11.2 No Automatic Removal. A flag does not delete a Listing. When a Listing is flagged, the Platform marks it "Under Review" and notifies the Seller with the reason for the flag. No Listing is removed by an algorithm alone. A human support agent makes the final decision to restore or reject every flagged Listing.

11.3 Seller Response. The default evidence standard is explanation-only. The Seller may respond with a written explanation within 7 days of notice. Support may request additional proof, such as project files, stems, session timestamps, or sample purchase receipts, at its discretion, when an explanation is thin or a flag appears high-confidence. Additional proof is not required in every dispute.

11.4 Decision. A human support agent reviews the flag, the Seller's explanation, and any requested proof, and either restores the Listing or rejects it. The Platform notifies the Seller and, where practical, the flagging party of the outcome. Repeated bad-faith flags may lead to suspension of the flagging account.

11.5 One Procedure. AI-content flags and Custom Order disputes run through this same procedure. Custom Order disputes also apply the delivery, revision, and fund-release terms in Schedule 1, Part D, and any refund follows Section 9. These categories do not get a separate process, so the same deadlines and the same human review apply.

11.6 DMCA Notices. Formal copyright infringement notices follow the Copyright Policy in Schedule 3. A human agent processes each notice. The removal and restoration deadlines in Schedule 3 come from federal copyright law and control timing for those notices, even where they run faster than the review timeline in this Section.

12. ACCEPTABLE USE

12.1 Prohibited Conduct. You may not do any of the following on or through the Platform: violate any law or these Terms, upload or sell Content you lack the rights to sell, upload Tier 3 AI-Generated Content, misidentify a disclosure tier, file false or bad-faith flags or DMCA notices, complete off-Platform a transaction that began on the Platform in order to avoid the commission, scrape or harvest data or Content, upload malware or interfere with the Platform's operation, impersonate any person, gain or attempt unauthorized access to any account or system, manipulate reviews or sales counts, use another user's Content outside the purchased License Tier, resell or redistribute Content except as the applicable tier allows, upload, sell, or distribute any adult or sexually explicit Content, or upload, sell, or distribute any Content that promotes, incites, or supports violent extremism, terrorism, or hate speech targeting any person or group based on a protected characteristic.

12.2 Buyer Obligations. Buyers must use purchased Content within the applicable License Tier, keep proof of purchase, and stop all use of Content when a license terminates under Section 9.4 or the applicable tier.

12.3 Seller Obligations. Sellers must deliver files that match their Listings, respond to disputes within the deadlines in Section 11, keep Split-Sheets accurate before listing, and maintain the certifications in Section 10 for as long as a Listing stays active.

12.4 Enforcement. The Platform may investigate suspected violations and apply the remedies in Section 16. Enforcement decisions on flagged Listings follow the human-review procedure in Section 11. The Platform will act reasonably and in good faith when it enforces these Terms, and it will weigh the nature and seriousness of the conduct, whether it appears deliberate, and whether it can be corrected. Where the circumstances allow, the Platform will use measures short of termination first, such as a warning, a request to correct the problem, removal of the affected Listing, or a temporary limit on features, and it will give you notice and a reasonable chance to respond before it closes your account. The Platform may act at once, without prior notice, where conduct is unlawful or fraudulent, threatens the security or integrity of the Platform or its users, involves repeat or willful infringement, or exposes the Company or any user to legal or financial risk. None of this limits your obligations under this Section 12. You remain responsible for complying with these Terms at all times, and a decision by the Platform to overlook or delay action on a violation is not a waiver of its right to act on that violation or any other.

13. PLATFORM LICENSE TO HOST AND DISPLAY LISTINGS

13.1 Hosting License. Each Seller grants the Company a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transcode, excerpt, watermark, stream, display, and distribute the Seller's Content and Listings as needed to operate, market, and improve the Platform, including creating audio previews, watermarked streams, and thumbnails. This license ends when the Seller removes the Listing or closes the account, except that the Company may retain copies as needed for completed transactions, dispute records, backups, and legal compliance.

13.2 No Ownership Transfer. This hosting license transfers no ownership. The Company claims no ownership of any Seller's Content.

13.3 Feedback. If you send the Company ideas or suggestions about the Platform, the Company may use them without restriction or payment.

14. PLATFORM INTELLECTUAL PROPERTY

14.1 Company Property. The Platform's software, design, text, graphics, logos, and trademarks belong to the Company or its licensors. These Terms grant you a limited, revocable, non-exclusive right to use the Platform as intended. You may not copy, frame, scrape, reverse engineer, or create derivative works from the Platform itself, and you may not use the Company's name or marks without prior written permission.

15. COPYRIGHT INFRINGEMENT AND DMCA

The Platform maintains a copyright notice-and-takedown process under the Digital Millennium Copyright Act (the "DMCA"), the federal law governing copyright complaints about hosted content. Schedule 3 states the notice requirements, the counter-notice procedure, the repeat infringer policy, and the contact information for the Platform's designated agent. Send infringement notices to the designated agent identified in Schedule 3.

16. TERMINATION AND SUSPENSION

16.1 By You. You may close your account at any time through account settings or by email to support@thesoundmarketplace.com. Membership cancellation follows Section 8.4. Open transactions complete or unwind under Sections 9 and 11 before closure takes effect.

16.2 By the Platform. The Platform may suspend or terminate an account, remove Listings, or restrict features for breach of these Terms, false certifications, fraud, repeated chargebacks, repeat infringement under Schedule 3, legal risk, or extended inactivity. Where practical, the Platform will give notice and a chance to respond under Section 11 before termination for a flagged Listing.

16.3 Effect of Termination. Completed licenses and assignments survive termination on their own terms. Assigned copyrights stay with the Buyer. Earned payouts for lawful completed sales are paid out, minus offsets for refunds, chargebacks, and amounts owed under these Terms. Access to the Platform ends. Sections that by their nature should survive, including Sections 6, 9, 10, 13, and 17 through 25 and the schedules as applied to completed transactions, survive termination.

17. DISCLAIMERS

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT ANY CONTENT WILL SELL, THAT ANY SCAN, REVIEW, OR CERTIFICATION PROCESS WILL CATCH EVERY VIOLATION, OR THAT ANY FILE IS FREE OF DEFECTS. SELLERS, NOT THE COMPANY, MAKE THE CERTIFICATIONS IN SECTION 10, AND THE COMPANY DOES NOT ADOPT THEM. SOME STATES DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT THE LAW ALLOWS, THE COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOST GOODWILL, ARISING FROM OR RELATED TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. THE COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PLATFORM OR THESE TERMS IS CAPPED AT THE GREATER OF $100 OR THE COMMISSIONS AND MEMBERSHIP FEES YOU PAID TO THE COMPANY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE COMPANY IS NOT LIABLE FOR CONTENT, CONDUCT, OR CERTIFICATIONS OF ANY USER. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.

19. INDEMNIFICATION

You will defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, and agents from claims, damages, liabilities, costs, and reasonable attorneys' fees arising from your Content, your certifications under Section 10, your breach of these Terms or any schedule, your violation of law, or your infringement of any third-party right. The Company may assume the defense of any matter subject to indemnification, and you agree to cooperate. You may not settle a claim that imposes obligations on the Company without the Company's written consent.

20. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

20.1 Informal Resolution First. Before starting mediation or arbitration, the complaining party must send the other a written description of the dispute and give 30 days to resolve it. Send notices to the Company at support@thesoundmarketplace.com. The Company sends notices to your account email.

20.2 Mediation. If informal resolution fails, either party may demand non-binding mediation before a mutually selected mediator, conducted remotely unless both parties agree otherwise. The parties split the mediator's fees equally unless the mediator directs otherwise. Neither party may start arbitration until the mediation concludes or 60 days pass after the mediation demand, whichever comes first.

20.3 Binding Arbitration. Any dispute not resolved through mediation will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules for individual consumers, or its Commercial Arbitration Rules for business users, before a single arbitrator. Arbitration proceeds remotely or, for any in-person hearing, in Pinellas County, Florida. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court with jurisdiction.

20.4 Class Action Waiver. ALL DISPUTES PROCEED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PARTIES.

20.5 Carve-Outs. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property or to stop unauthorized Platform access.

20.6 Arbitration Opt-Out. You may opt out of arbitration and the class action waiver by emailing support@thesoundmarketplace.com within 30 days after first accepting these Terms, with your name, account email, and a statement that you opt out. Opting out carries no penalty and does not affect any other part of these Terms.

20.7 Severability of Waiver. If a court finds the class action waiver unenforceable as to a particular claim, that claim proceeds in court, and the rest of this Section 20 continues to apply to all other claims.

21. DATA AND ADVERTISING

The Platform does not sell user data and does not share user data with third parties for advertising. The Platform runs no advertising-based revenue model. Revenue comes from commissions and Membership fees. The separate Privacy Policy describes what data the Platform collects, how it handles that data, and the rights available to residents of states with consumer privacy statutes.

22. MODIFICATION OF THESE TERMS

The Platform may update these Terms and the schedules. Updates post with a revised "Last Updated" date. For material changes, the Platform gives at least 14 days notice to your account email and requires a fresh click of assent at your next login or checkout. Continued use after the effective date accepts non-material changes. Changes do not apply retroactively: the License Tier and schedule terms in effect at the time of a purchase continue to govern that purchase, as stated in Section 5.2.

23. GOVERNING LAW AND VENUE

Florida law governs these Terms without regard to conflict-of-laws rules. Court proceedings permitted under Section 20 take place in the state or federal courts sitting in Pinellas County, Florida, and the parties consent to venue there. Some consumer protection statutes apply based on where the buyer lives and cannot be waived by contract. Nothing in this Section takes away protections that the law of your state of residence grants you and does not allow to be waived, including state automatic renewal and subscription laws.

24. NOTICES AND CONTACT

Send legal notices and questions about these Terms to The Sound Marketplace LLC by email at support@thesoundmarketplace.com or by mail at 7901 4th St N, STE 300, St. Petersburg, FL 33702. The Platform sends notices to the email address on your account. Keep that address current. Notice by email is effective when sent.

25. GENERAL PROVISIONS

25.1 Severability. If any provision of these Terms is held unenforceable, that provision is severed and the rest of these Terms remains in effect.

25.2 Entire Agreement. These Terms, the schedules, and the logged checkout records for your transactions form the entire agreement between you and the Company about the Platform and replace all prior discussions.

25.3 Assignment. You may not assign these Terms or any account without the Company's written consent. The Company may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, with notice to you.

25.4 No Waiver. A failure to enforce a provision is not a waiver of it.

25.5 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages, natural disasters, or acts of government, except for payment obligations already due.

25.6 Electronic Communications. You consent to receive notices, disclosures, and records from the Platform electronically at your account email.

25.7 Third-Party Beneficiaries. These Terms create no third-party beneficiaries, except that Collaborators named on an executed Collaborator Split-Sheet may enforce Section 7.3 as to their recorded shares.

25.8 Headings. Headings are for convenience and do not affect interpretation.

SCHEDULE 1. CONTENT LICENSE TIERS

This Schedule states every License Tier once. At checkout, the Platform applies the tier attached to the Listing, displays it to the Buyer, and records the Buyer's assent as described in Sections 1.2 and 5.2 of the Terms. Capitalized terms carry the meanings in Section 2 of the Terms.

SCHEDULE 2. COPYRIGHT ASSIGNMENT TERMS

2.1 Scope. This Schedule applies to lyrics sales under Schedule 1, Part C and to Custom Order deliverables under Schedule 1, Part D. The lyrics or deliverables in a given transaction are the "Work." The Seller is the "Assignor" and the Buyer is the "Assignee."

2.2 Assignment. Effective on the later of full payment and the Platform's logging of both parties' electronic signatures, the Assignor irrevocably assigns, transfers, and conveys to the Assignee all right, title, and interest in and to the Work, including the copyright in the Work, all registrations, renewals, and extensions of that copyright, all rights to reproduce, distribute, adapt, publicly perform, and publicly display the Work and to prepare derivative works, all causes of action for past, present, and future infringement of the Work, and all proceeds from the foregoing, worldwide and in perpetuity.

2.3 Work Made for Hire. For Custom Orders, the parties acknowledge that each deliverable is specially ordered or commissioned, and they intend it as a work made for hire under federal copyright law to the extent that law applies. The assignment in Section 2.2 of this Schedule covers any deliverable, or part of one, that does not qualify.

2.4 Signature Mechanics. The parties execute this Schedule electronically as described in Section 6 of the Terms. Each party's click made next to this Schedule's text is that party's electronic signature. The Platform logs and retains each signature event as the signed writing federal copyright law requires for a transfer of copyright ownership.

2.5 Moral Rights. To the fullest extent the law allows, the Assignor waives rights of attribution and integrity in the Work as to the Assignee's use of it.

2.6 Further Assurances. The Assignor will sign any additional document reasonably needed to confirm or record the assignment. If the Assignor fails to do so within 14 days of a reasonable request, the Assignor appoints the Assignee as attorney-in-fact solely to execute recordation documents for the Work, and this appointment is coupled with an interest.

2.7 Consideration. The purchase price is the full consideration for the assignment. No further payment, royalty, or credit is owed unless the order form says otherwise.

SCHEDULE 3. DMCA COPYRIGHT POLICY

3.1 Policy. The Platform follows the notice-and-takedown process of the Digital Millennium Copyright Act (the "DMCA") and maintains this policy for copyright complaints about hosted Content.

3.2 Designated Agent. Send infringement notices to the Platform's designated agent: Clare Lampson, The Sound Marketplace LLC, 7901 4th St N, STE 300, St. Petersburg, FL 33702, email support@thesoundmarketplace.com. The agent is registered with the U.S. Copyright Office under registration number DMCA-1075735.

3.3 Notice Requirements. A valid infringement notice must include: (a) a physical or electronic signature of the copyright owner or authorized agent, (b) identification of the copyrighted work claimed to be infringed, (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it on the Platform, (d) the complaining party's contact information, (e) a statement of good-faith belief that the use is not authorized by the copyright owner, its agent, or the law, and (f) a statement, under penalty of perjury, that the notice is accurate and that the complaining party is authorized to act for the copyright owner.

3.4 Platform Response. On receiving a valid notice, the Platform removes or disables access to the identified material expeditiously, notifies the Seller, and provides a copy of the notice. A human agent processes every notice. A notice that fails the statutory requirements does not create knowledge of infringement.

3.5 Counter-Notice. A Seller who believes material was removed by mistake or misidentification may send the designated agent a counter-notice that includes: (a) the Seller's physical or electronic signature, (b) identification of the removed material and its prior location, (c) a statement under penalty of perjury of good-faith belief that the removal was a mistake or misidentification, and (d) the Seller's name, address, telephone number, and consent to federal court jurisdiction in the Seller's district, or the Middle District of Florida if outside the United States, and consent to service from the complaining party. Unless the complaining party files a court action, the Platform restores the material no sooner than 10 and no later than 14 business days after receiving a valid counter-notice.

3.6 Repeat Infringers. The Platform terminates, in appropriate circumstances, accounts of users who are repeat infringers. An account that accrues 3 confirmed infringement determinations is subject to termination under Section 16 of the Terms.

3.7 Misrepresentation. A person who knowingly and materially misrepresents that material is infringing, or that it was removed by mistake, is liable under federal law for resulting damages, including costs and attorneys' fees.

SCHEDULE 4. COLLABORATOR SPLIT-SHEET (FORM)

Complete one Split-Sheet per project before listing a Split Track or starting a shared Custom Order. Each Collaborator signs electronically through the Platform, and the Platform logs each signature.

Project or track title: ______________________ Date: ____________ Project type (Split Track or Custom Order): ______________________

For each Collaborator, list: legal name, stage name, role (producer, writer, performer, engineer, other), ownership and payout percentage, Stripe Connect account email, and electronic signature with date.

Terms of this Split-Sheet. (1) Percentages must total 100%. (2) The payout from each sale splits automatically at the time of sale according to these percentages through Stripe Connect, as stated in Section 7.3 of the Terms. (3) Payouts follow the one-time sale model in Section 7.4 of the Terms, and the Platform administers no ongoing royalties. (4) On a Custom Order, payout timing follows Schedule 1, Part D. (5) Disputes among Collaborators, or between a Collaborator and a Buyer, follow Section 11 of the Terms. (6) Changes to this Split-Sheet require the logged assent of every listed Collaborator before the next sale. (7) Each Collaborator makes the certifications in Section 10 of the Terms for that Collaborator's contribution.