Terms of Service

Acceptance of Terms & Service Description

These Terms of Service ("Terms") are a binding legal agreement between you and Music Unincorporated, Inc. ("Music Unincorporated," "we," "us," or "our"). These Terms govern your use of our website (musicunincorporated.com) and all related services (collectively, the "Service").

By creating an account, making a purchase, or otherwise using the Service, you agree to be bound by these Terms and our Privacy Policy (which is incorporated by reference). If you do not agree to all of these Terms, do not use the Service.

"Artists" are users who create a profile to sell their music ("Content"). "Fans" are users who purchase or download this Content. "Users" refers to Artists, Fans, and all other visitors.

User Accounts: Artists and Fans

Eligibility:

You must be at least 18 years old or at least 13 years old with the consent of a parent or legal guardian to use the Service.

Artist Accounts vs. Fan Accounts:

You may register as an Artist or a Fan. An Artist account has additional terms that apply, as detailed in Section 3.3.

Your Responsibilities:

You are responsible for all activity that occurs on your account. You must keep your password secure. You must provide accurate and complete information and update it as necessary.

Artist Terms: The Platform Agreement

Onboarding & The Stripe Relationship (MANDATORY)

To sell Content and receive payments ("Payouts"), you must create a "Connected Account" with our payment processor, Stripe, Inc. and its affiliates.

By creating an Artist Account and agreeing to these Terms, you also agree to be bound by the Stripe Connected Account Agreement (located at https://stripe.com/legal/connect-account) and the Stripe Services Agreement (located at https://stripe.com/legal/ssa), as they may be amended by Stripe from time to time.

You explicitly consent to Music Unincorporated sharing your personal and business information (as described in our Privacy Policy) with Stripe for the purpose of onboarding, identity verification, "Know Your Customer" (KYC) compliance, and processing transactions.

Platform Fees, Payments, and Revenue Share

Seller of Record:

For any sale of your Content, you (the Artist) are the seller of record. Music Unincorporated is not a party to the transaction between you and the Fan; we provide the platform to facilitate that transaction.

Platform Fees:

You authorize Music Unincorporated to charge a platform fee (the "Platform Fee") on every transaction. This Platform Fee is a percentage of the total sale price ("Gross Sale Price") set by you.

Net Revenue & Payouts:

Your "Net Revenue" is the Gross Sale Price minus (a) our Platform Fee, (b) all third-party payment processing fees charged by Stripe (which are separate from our Platform Fee), and (c) any applicable taxes, duties, or collection society fees. Your Net Revenue will be paid out to your Stripe Connected Account, per Stripe's payout schedule.

Liability for Chargebacks, Refunds, and Disputes (MANDATORY)

As the Seller of Record, you (the Artist) are solely responsible for all customer service, refunds, and disputes (including chargebacks) related to your sales.

Music Unincorporated is not liable for these disputes. You acknowledge and agree that Stripe may debit your Stripe Connected Account for the full amount of any chargeback, refund, or fine. You agree to indemnify and hold harmless Music Unincorporated for any and all costs, fees, and liabilities we incur as a result of a dispute, chargeback, or refund related to your Content or sales.

Payouts & Tax Obligations

Payouts will be managed by Stripe. You are responsible for providing accurate bank information to Stripe to receive Payouts. You are solely responsible for determining, collecting, remitting, and reporting all applicable sales, income, or other taxes associated with your sales and use of the Service.

Intellectual Property Rights (User-Generated Content)

The License You Grant Us (The Artist)

You retain all ownership rights to your Content. However, to operate the Service, you must grant us a license.

By uploading any Content (including audio recordings, cover art, descriptions, and photos) to the Service, you grant Music Unincorporated a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, display, perform, adapt, modify (e.g., to transcode audio files), and create derivative works of your Content.

This license is granted solely for the purpose of:

• Operating, providing, and improving the Service (i.e., hosting your music and selling it to Fans).
• Promoting the Service (which may include using your Content in our marketing, with your permission).

This license ends when you remove your Content from the Service, though we may retain cached or archival copies for a reasonable period.

Your Warranties (The Artist)

You represent and warrant that:

• You own or control all necessary rights to your Content (including the musical composition and the sound recording).
• Your Content, and our use of it as permitted by these Terms, does not and will not infringe upon or violate the rights of any third party, including copyright, trademark, privacy, or publicity rights.
• You have secured all necessary consents and releases, including from any co-writers, producers, or for any "samples" used in your Content.
• You will be solely responsible for, and will indemnify us against, any claims arising from a breach of these warranties.

Copyright Policy (DMCA "Safe Harbor")

Music Unincorporated respects intellectual property rights and expects its users to do the same. We will respond to notices of alleged copyright infringement that comply with the DMCA.

DMCA Designated Agent Information

All notices of alleged infringement should be sent to:

Procedure for Reporting Infringement

If you are a copyright owner, your written notice (a "Takedown Notice") must include the following:

• A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that is claimed to be infringing, and information sufficient to permit us to locate it.
• Your contact information (address, telephone number, and email address).
• A statement that you have a "good faith belief" that the use of the material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Procedure for Filing a Counter-Notice

If you believe your Content was removed by mistake, you may file a "Counter-Notice" with our Designated Agent. It must include:

• Your physical or electronic signature.
• Identification of the material that was removed and its location before removal.
• A statement under penalty of perjury that you have a good faith belief the material was removed by mistake.
• Your name, address, phone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or Delaware, if you are outside the US), and that you will accept service of process from the person who filed the original Takedown Notice.

Repeat Infringer Policy

In accordance with the DMCA, Music Unincorporated will, in appropriate circumstances, terminate the accounts of users who are deemed to be repeat infringers.

Acceptable Use Policy

You agree not to use the Service to:

• Upload any Content that is unlawful, infringing, hateful, defamatory, or obscene.
• Violate any laws, regulations, or third-party rights.
• Engage in any fraud, including "fake" sales to manipulate charts or launder money.
• Scrape, reverse-engineer, or attempt to gain unauthorized access to the Service.

We reserve the right to remove any Content or terminate any account that violates this policy.

Disclaimers, Limitation of Liability, and Indemnification

Disclaimer:

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

Indemnification:

You (the Artist) agree to indemnify, defend, and hold harmless Music Unincorporated from any and all claims, liabilities, and expenses (including attorneys' fees) arising from: (a) your breach of these Terms; (b) your Content, including any claims of infringement; (c) your disputes with Fans or Stripe; or (d) your violation of any law.

Dispute Resolution: Mandatory Arbitration & Class Action Waiver

Any dispute arising from these Terms or the Service shall be resolved by binding individual arbitration, and not in a court of law.

YOU AND MUSIC UNINCORPORATED AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Opt-Out: You may opt out of this arbitration provision by sending a written notice to [email protected] within thirty (30) days of first accepting these Terms.

Termination

Termination by You:

You may terminate your account at any time by contacting us.

Termination by Us:

We reserve the right to suspend or terminate your account at any time, with or without cause, if you breach these Terms or for any other reason, at our sole discretion.

All provisions of these Terms which by their nature should survive termination shall survive (including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability).

General Terms

Entire Agreement:

These Terms (and the incorporated Privacy Policy) constitute the entire agreement between you and Music Unincorporated.

Severability:

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Changes to Terms:

We may modify these Terms at any time. We will provide notice of material changes (e.g., via email or a platform notification). Your continued use of the Service after such changes constitutes your acceptance.

Limitation of Liability:

TO THE FULLEST EXTENT PERMITTED BY LAW, MUSIC UNINCORPORATED (INCLUDING ITS OFFICERS, DIRECTORS, AND EMPLOYEES) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, ARISING OUT OF YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE TOTAL PLATFORM FEES PAID BY YOU TO US IN THE SIX (6) MONTHS PRIOR TO THE CLAIM.

Governing Law:

These Terms are governed by the laws of the State of Tennessee without regard to its conflict of laws principles.