Terms of Service

Effective date: September 5, 2026

Summary

Acceptance of Terms.

Modification of Terms of Use.

Company reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an e-mail. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability where reasonably necessary for security, legal compliance, abuse prevention, or infrastructure integrity. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms of Use will apply to any dispute between you and Company that arose prior to the date of such modification.

Material artist economics. If Company materially changes artist payout methodology, the portion of listener-subscription revenue allocated to eligible artists, payout timing, or other core artist economic terms, Company will provide at least thirty (30) days' advance notice before the change takes effect, except where immediate changes are required by law, payment-processor requirements, or to prevent fraud or abuse. Such changes apply prospectively and will not retroactively reduce amounts already earned under the rules in effect when the qualifying activity occurred, except for fraud, chargebacks, clear errors, or legal requirements.

Rules and Conduct.

As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. The Service (including, without limitation, any Content) is provided only for your own personal use, and for artists to share their music. For purposes of these Terms of Use, the term "Content" includes, without limitation, any music, playlists, written comments, information, data, text, and interactive features generated, provided, or otherwise made accessible by Company or its users on or through the Service.

Personal Information.

Analytics and Third-Party Services

Registration.

You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Company and select a password and screen name ("User ID"). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Company account. You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. Company reserves the right to refuse registration of, or cancel a User ID and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Company password. You shall never use another user's account without such other user's express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

Listening Rooms and Social Features

The Service provides social listening features including real-time listening rooms ("Listening Rooms") where users may participate in synchronized music listening sessions. Listening Rooms may be configured as public or password-protected private sessions. Room creators have administrative controls including the ability to mute or remove disruptive participants.

Communication within Listening Rooms is ephemeral and chat history is automatically deleted upon session termination. Users may block other users platform-wide for persistent unwanted contact. Company reserves the right to monitor and moderate Listening Room activities for Terms of Service compliance. Live audio or broadcast sessions are not monitored in real time and Company is not responsible for statements made by participants.

Messages and Communications

The Service includes direct messages, group chats, room messages, comments, reactions, and voice or media shared in messaging. These communications are private in the sense that they are not broadcast publicly, but they are not end-to-end encrypted. We may access, review, or retain message content to enforce these Terms and our Community Guidelines, investigate abuse, comply with legal process, or protect the safety of users. We do not guarantee detection or prevention of abusive conduct. Messages may be scanned using automated tools for abuse prevention and copyright enforcement. Retention of message data may vary (e.g. ephemeral where implemented; logs or backups retained for a defined period for safety and compliance).

Phone Numbers and Call Features

On parts of the Service (e.g. YouSound Messages), you may optionally add a phone number and enable "Allow Calls" so that other users (subject to your contact settings, such as "only people I follow can call") can see or initiate calls. Calls are not carried by Company: they are made via your device (carrier, FaceTime, or other VoIP). We do not record, monitor, or control call content. You are responsible for which number you share and for any consequences of sharing it. Use of call features for harassment, threats, stalking, or doxxing is prohibited and may result in suspension, termination, and reporting to law enforcement. The Service is not an emergency service; do not rely on it for emergency communications.

Artificial Intelligence and Automated Features

YouSound provides artificial intelligence, natural-language, recommendation, discovery, analytics, and other automated features ("AI and Automated Features") as part of the Service. These features may help users search for music and communities, understand activity on YouSound, explore listening or audience information, receive recommendations, and interact with portions of the Service using natural language.

YouSound Intelligence uses third-party language models only to help users interact with YouSound information in natural language. When you use these features, information necessary to process your request may be provided to those service providers in accordance with our Privacy Policy and applicable agreements with those providers. YouSound's use of AI as part of search, analytics, discovery, or natural-language features does not expand the content licenses granted under these Terms.

No AI training or creative use of Artist Music. YouSound does not use Artist Music to train, fine-tune, develop, or improve generative AI or foundation models. YouSound will not use, sell, license, sublicense, transfer, or otherwise provide Artist Music—including audio recordings, compositions, lyrics, stems, or other musical works—to any third party for AI training purposes. YouSound does not use AI to generate music from Artist Music, imitate an artist's style or voice, create synthetic versions of an artist's work, or otherwise use Artist Music as creative training material. The licenses granted under these Terms do not include any right to use Artist Music for generative AI training or creative model development, and no such right is implied by uploading content. This prohibition survives removal of the music, termination of the artist's account, and termination of these Terms.

Technical operations such as transcoding, waveform generation, fingerprinting, fraud detection, search indexing, recommendation calculations, and similar platform integrity functions are not generative AI model training. If YouSound uses automated or AI-assisted detection tools in the future, those tools may be used strictly for platform integrity—such as identifying suspected AI-generated content, fraud, infringement, or abuse—and do not grant YouSound any right to train generative models on Artist Music or use Artist Music to create new works.

AI-generated responses may be incomplete, inaccurate, or otherwise incorrect. Intelligence features may identify patterns, audiences, relationships, or opportunities based on available YouSound information. They do not constitute a promise of future performance or professional legal, tax, accounting, or financial advice. You should not rely on an AI-generated response as the sole basis for important financial, legal, medical, safety, or other consequential decisions.

AI and Automated Features do not give users permission to access another user's private information. Access to information through these features remains subject to YouSound's permissions, privacy controls, policies, and other restrictions.

YouSound may provide controls that allow you to disable certain AI features. Disabling YouSound Intelligence does not delete your account or information that YouSound must continue to process or retain to operate your account, comply with legal obligations, process transactions or royalties, maintain security, prevent abuse, or otherwise provide permitted account services.

Because YouSound Intelligence powers core discovery, audience, and community functionality, portions of the Service that depend on Intelligence may become unavailable while Intelligence is disabled. Where available, you may re-enable Intelligence through your account settings.

Additional information about the personal information YouSound collects, how it is used, the service providers that may process it, applicable retention practices, and your privacy rights is provided in our Privacy Policy.

Orbit and related tools

"Orbit" is an AI-powered interface that interprets natural-language prompts so you can understand and navigate listening, audience, catalog, and other YouSound activity you are authorized to access. Company may use third-party model providers solely to help understand prompts and return YouSound-grounded responses, as further described in the Privacy Policy and the Artificial Intelligence and Automated Features section above.

Responses depend on underlying YouSound activity and information on YouSound and may be incomplete, delayed, or incorrect if information is missing or a prompt is ambiguous. By using these features, you grant Company a license to process your prompts and related account or activity context needed to fetch and present that information, subject to our Privacy Policy. Company does not guarantee accuracy or availability and may modify, limit, or discontinue them at any time.

Audio Ads and Previews

Company may insert platform audio advertisements, promotional clips, or other interstitial audio into listening experiences where permitted by your plan, device, or session type. Advertisement or promotion does not constitute Company's endorsement of any advertiser, product, or third party. Free or limited sessions may include preview limits (for example, time-limited playback, track caps, or reduced quality). Preview and ad experiences do not create monetizable listening for artist revenue unless they qualify under Company's monetizable-activity rules.

Subscriptions, Auto-Renewal, and Cancellation

Paid subscriptions (including YouSound streaming subscriptions, YouSound Messages plans where offered, and YouSound Messages paid room memberships) renew automatically at the then-current price and billing period (for example, monthly) until you cancel. The price, billing period, processing amount, and renewal date are shown at checkout and in account or subscription settings. By purchasing a recurring membership, you authorize recurring charges to your selected payment method until cancellation. Paid room memberships are local contracts billed by charging each seller on Stripe Connect; they are not a Stripe Subscription object unless the Service expressly shows otherwise for a legacy membership.

You may cancel auto-renewal at any time through in-app or web subscription settings, your Apple App Store or Google Play subscription management (for in-app purchases of YouSound plans), room or Messages subscription settings (for paid rooms), or by contacting support@yousound.com. Cancellation of a paid room stops the next period's charge; access generally continues through the end of the period already paid. Refunds, if any, are governed by the Digital Goods and applicable store / consumer-law rules in these Terms. Company does not guarantee uninterrupted service during billing transitions.

Payments and Revenue.

Platform Role

YouSound acts as a technology platform and intermediary. Artists are independent content providers and are solely responsible for their content, licensing, tax compliance, and consumer law compliance. Company does not act as agent, manager, label, publisher, fiduciary, employer, or legal representative for artists or buyers merely because it provides discovery, payouts, analytics, Intelligence, or business tools. Nothing in these Terms creates an agency, partnership, fiduciary, employment, or joint venture relationship between Company and any user or artist. Company acts solely as a limited payment facilitator for purposes of processing subscription allocations and payouts and does not assume any fiduciary duty, agency relationship, partnership, joint venture, or trust obligation with respect to any funds.

Artists receive the audience and customer access the product provides inside YouSound. Artists do not own other users' personal data and may not export private information beyond what YouSound expressly permits in the Service.

Payments and Processing

Company is not a bank, escrow service, trustee, or financial institution. Funds are not segregated trust accounts unless otherwise required by law. Company does not guarantee the solvency, actions, or compliance of any third-party payment processor. Payments on the Platform are processed by third-party providers, including Stripe and Recurly. YouSound streaming subscriptions and YouSound plans are collected by Company through those providers and allocated under the streaming payout rules below. YouSound Messages digital product purchases and paid room memberships are charged as direct Stripe Connect charges on each seller's connected account, with Company collecting an application fee. Disputes, chargebacks, and reversals are governed by the applicable provider's policies and card network rules; Company is not a party to those decisions. Selling charges do not credit streaming cash-out balances.

Music Availability

Music streaming availability cannot be guaranteed perpetually. If we receive a notification of claimed infringement from a copyright owner or its agent with respect to specific Content, then U.S. law may require us to remove that Content from the Service. This means that certain music may become unavailable through the streaming service. Company reserves the right to remove or restrict access to any content on the Service at any time for legal or technical reasons.

Subscription and Revenue Sharing

Company operates a computational mutualism revenue distribution model for eligible listener subscriptions. Company allocates a portion of settled listener-subscription revenue to eligible verified artists based on qualifying subscriber listening activity—not based on an artist's share of total platform-wide streams. Allocation is conditioned upon receipt and settlement of subscription funds from payment processors. Company does not hold subscription revenue in trust for artists and has no fiduciary duty with respect to revenue allocation. Current allocation ratios and related parameters are published in Company's payout rules / rate history as made available in the Service or related policies, and may vary based on plan economics, app-store or processor fees, taxes, refunds, fraud exclusions, rounding, and similar adjustments.

Higher-tier or non-listener plans (for example plans that include YouSound Intelligence, additional storage, Messages capacity, or other services) pay for those services. They are not a mechanism to purchase a larger share of the listener-subscription artist pool. Artist revenue from listening remains tied to qualifying listener-subscription activity and published allocation rules.

Track owners may invite YouSound collaborators on a track before or after release. Collaborator revenue shares on the Service apply prospectively from the effective time the collaborator's split becomes active (typically when the invite is accepted). Amounts already attributed or paid for prior billing cycles are not automatically redistributed to newly added collaborators. Where an owner invites a collaborator after the track has already been through one or more payout cycles, the owner acknowledges that they—not Company—are responsible for any off-platform settlement of past collections owed to that collaborator. Artists are responsible for accurately establishing and approving collaborator splits. Once a split has been accepted and earnings have accrued under that split, later changes apply prospectively unless all affected parties agree otherwise or Company is required to make a correction by law. Company may pause disputed payouts while the parties resolve a bona fide ownership or split dispute, but Company is not responsible for determining authorship or ownership between collaborators. If a collaborator is removed, banned, deletes their account, or fails verification, previously accrued valid earnings attributable to that collaborator are not automatically redistributed to others; disputes over already-paid amounts are between the rights holders (Company may disclose identity information only under valid legal process as described in these Terms).

Company may use automated systems, fraud detection tools, weighting algorithms, rounding methodologies, artificial streaming detection, and anti-manipulation safeguards in determining revenue allocation and eligibility. Company will not adjust earnings merely to increase Company's share of revenue.

Revenue Allocation Methodology.

Revenue allocation on the Service is not calculated on a simple per-stream or platform-wide pro rata basis. Company uses a proprietary computational mutualism model that may weight engagement duration, listener behavior, subscriber verification status, listening diversity, fraud detection factors, and other activity metrics in determining revenue distribution. While stream volume may be considered, it is not the sole determinant of revenue allocation. Company does not distribute listener-subscription revenue based solely on an artist's share of total streams on the platform.

Company does not guarantee that any specific number of streams will result in any specific payout amount. Revenue outcomes may vary based on overall subscriber activity, engagement patterns, eligibility rules, and Company's published allocation methodology, which may be updated prospectively with material notice as described in Modification of Terms of Use.

Subscription revenue not allocated based on qualifying listening activity, eligibility rules, fraud exclusions, rounding adjustments, or inactivity remains Company revenue and is not owed to artists.

The computational mutualism model and all underlying weighting, fraud detection, and allocation logic are proprietary and confidential trade secrets of Company. Company is not obligated to disclose specific calculation formulas beyond the published high-level rules and dashboard reporting.

Discovery and outcomes. YouSound provides discovery, audience, analytics, and promotional tools, but except where a specific feature expressly states a defined delivery commitment, YouSound does not guarantee that use of those tools will produce any particular number of followers, streams, purchases, earnings, or other outcomes. YouSound does not sell preferential ranking over other artists inside organic discovery merely because an artist pays more. Paid promotional products or placements, if offered, will be labeled as such. Company reserves the right to feature any album or artist for editorial, product, safety, or other non-financial reasons.

Monetizable Activity and Subscriber-Powered Model.

Revenue distribution is subscriber-funded and based solely on qualifying listening activity from paid, verified subscribers. Listening activity from free trials, previews, partial plays below the minimum qualifying duration (e.g., less than thirty (30) seconds), self-plays, automated activity, artificial streaming, coordinated account activity, or other non-qualifying engagement does not generate monetizable revenue.

The Service does not pay on a fixed per-stream basis and is not a traditional pro rata streaming model. Revenue is allocated from subscriber subscription fees according to Company's computational mutualism methodology, which may consider engagement duration, listener behavior, fraud detection signals, subscriber eligibility status, and other factors.

Company reserves the right to determine, in its sole discretion, whether activity qualifies as monetizable and to exclude activity deemed artificial, manipulative, inauthentic, self-generated, or otherwise inconsistent with the integrity of the Service.

Company may retroactively exclude activity determined to be artificial, manipulative, or in violation of these Terms, even after revenue has been initially reflected in reporting dashboards.

Streaming and Revenue — No Guarantees

Company makes no guarantee of specific revenue, minimum payouts, or listener counts. Revenue distribution is based on qualifying listening patterns and published rules and is subject to prospective change with notice where material. Streaming availability, placement, and discovery are not guaranteed and may vary. Company may withhold, delay, or offset payouts to investigate fraud, artificial streaming, copyright disputes, sanctions/KYC restrictions, or payment processor investigations. Company's revenue calculations may rely on automated systems and analytics models; minor computational variances or rounding differences do not constitute breach. Company may discontinue any feature, service, or revenue model at any time, including without limitation the DJ revenue model, Listening Rooms, YouSound Messages features, or payout structure, while honoring already-earned valid obligations subject to these Terms. Changes to allocation methodology apply prospectively except for fraud correction, clear system error, chargebacks, or legal requirements.

Company allocates a portion of listener-subscription revenue to eligible artists under its computational mutualism methodology. Revenue allocation is subject to payment processor settlement, fraud review, chargeback resolution, regulatory requirements, and legal compliance obligations. In the event of regulatory restrictions, processor holds, court orders, force majeure events, or other circumstances beyond Company's reasonable control that materially affect payment processing or revenue distribution, allocation or payout may be delayed, suspended, or adjusted as required to maintain legal compliance and platform integrity. Company will make commercially reasonable efforts to resolve platform-side payout issues and complete valid payouts when the restriction is removed.

YouSound may withhold any taxes, duties, charges or levies on payments as required by applicable law, rule or regulation. YouSound shall remit any such withheld amounts to the appropriate tax authority, if required. Artists remain responsible for their own tax obligations. Company may block or delay payouts when required by sanctions, AML/KYC, processor restrictions, or jurisdictional prohibitions; such holds do not convert the funds into Company revenue merely because payout is delayed.

If an artist dies or becomes incapacitated, a properly authorized estate or legal representative may, after verification satisfactory to Company and its processors, establish control of the account and receive eligible accrued amounts subject to these Terms and applicable law.

Digital Goods — Final Sale

All digital products, subscriptions, and streamed content purchases are final and non-refundable except where required by law. This includes YouSound streaming subscriptions, YouSound Messages room subscriptions, digital product purchases, and any other digital goods or access provided through the Service.

YouSound Messages Selling — Products, Paid Rooms, and Collaborators

YouSound Messages room memberships and digital product purchases are Digital Goods. They use a selling rail that is separate from streaming royalties. Creating paid rooms, selling digital products, and receiving paid-room collaborator shares are available to any YouSound account with an entitled Pro-level plan (or higher) that includes monetization—including listener accounts—not only artist-labeled accounts. Streaming royalty cash-out remains a separate rail and may have different eligibility rules. To sell products or collect paid-room charges, each seller (the owner and each collaborator who is to receive a share) must connect a Stripe Connect selling account with charges enabled. Connecting a streaming cash-out method (including Stripe Global Payouts) does not satisfy that requirement, and connecting a selling account does not enroll you in streaming payouts.

Company takes a ten percent (10%) fee on each seller's economic share of a product purchase or paid-room charge. The buyer pays the listed or name-your-price amount plus card-processing amounts shown at checkout so that Stripe card fees are not taken out of the seller's economic share. Each seller is charged on their own connected account. Company does not take the buyer's payment onto a YouSound wallet and then pay artists later, and selling proceeds are not added to streaming Creator Balance or streaming cash-out.

Digital product purchases are one-time. The buyer must provide a payment method to complete that purchase. Saving the card for later product purchases is optional; if the buyer does not opt in, Company will not keep that card on file after the purchase is completed. Downloads may be limited (for example, a maximum number of downloads per purchase). Access, including downloads, may be suspended or revoked as described under Chargebacks and Payment Disputes, or for violation of these Terms or our policies.

Paid room memberships are recurring. The buyer must keep a payment method on file so Company can charge the next period. Canceling a paid room stops future charges; access continues through the end of the period already paid, after which the local membership ends and paid-fan access ends. Paid-room access is controlled by the membership's payment entitlement (for example, active or valid trial, or past-due only during any stated grace), not by leftover chat membership after a failed, expired, cancelled, or disputed payment.

Room owners may invite collaborators to share paid-room revenue. For a billing period, paid-room revenue is split equally among sellers who are billable for that period under the room's activity rules. Where activity requirements are enabled, only collaborators who meet the minimum (for example, audio or video posts per month) receive a share for that period; after three consecutive months of not meeting the requirement, a collaborator may be automatically removed and will not accrue future revenue from that room. Product collaborator shares follow the percentages the owner configures on the product, subject to a minimum share per seller. The buyer is charged on each collaborator's connected selling account. For digital products, an accepted collaborator who has not connected a selling account blocks the purchase. For paid rooms, a collaborator who is not selling-ready is not a billable seller for that period, and the buyer is not charged a slice on that collaborator's account.

If a seller's Stripe Connect selling account is disconnected, terminated, paused, or otherwise unable to accept charges when a paid-room renewal needs to charge, Company may place that membership in a payment hold for up to seven (7) days while the seller reconnects. During the hold, already-paid access for the current period continues under the membership's entitlement rules. Company does not automatically free the room, cancel other members' paid periods, or mass-refund prior charges solely because a seller's Connect account became unavailable. If the seller does not restore a selling-ready account before the hold ends: (i) where the unavailable seller is a room collaborator, that collaborator may be suspended from future billing periods only (prior frozen payment slices are not rewritten); and (ii) where the unavailable seller is the room owner, the room may be marked selling-paused so new paid joins and renewals are blocked until the owner reconnects. Reconnecting a selling-ready account may clear selling-paused / collaborator billing-suspended state and allow held renewals to retry. Product purchases that require a selling-ready collaborator remain blocked while that collaborator is not selling-ready.

Creating and collecting for paid rooms (and selling digital products) requires an active Pro-level YouSound plan (or higher) that includes monetization. If a room owner's Pro (or higher) plan ends, lapses, is cancelled, or otherwise no longer entitles them to monetize, Company may mark that owner's paid rooms as selling-paused: new paid joins and renewals are blocked. Existing paid members generally keep access through the period already paid, and those memberships may be set to cancel at period end so Company does not charge further renewals while the owner is not entitled to monetize. Restoring an entitled Pro (or higher) plan may clear a Pro-lapse selling pause (it does not by itself clear a Connect selling pause). A one-time Pro purchase does not permanently unlock indefinite collection of paid-room renewals without an ongoing entitled plan. Free rooms are unaffected by this monetization gate.

Storage and retention may vary by plan (for example, on YouSound Messages, free-tier content may auto-delete after 30 days; paid-tier content may be retained for a period such as 90 days after account closure, then removed). Chargebacks, refunds, reversals, and related processor adjustments are described under Chargebacks and Payment Disputes. Where a seller has already been paid and Company cannot reclaim those amounts, the owner who created the offering remains responsible for recovering their share of the loss from other participants off-platform. Company may remove or freeze products or rooms involved in fraud, copyright claims, or unlawful transactions.

Artist Verification and Payout Requirements

To receive streaming payouts, you must complete identity verification via Stripe Identity and connect a valid streaming payout method as offered in the Service (including Stripe Global Payouts for streaming royalties). To receive Messages selling proceeds (digital products and paid rooms), you must separately connect a Stripe Connect selling account with charges enabled. Identity verification (who you are) is distinct from both streaming cash-out and selling-account connection (where money is sent). Artists become eligible to begin payout onboarding upon reaching ten dollars ($10.00) in accrued earnings. To start Stripe Identity verification, you generally need at least five dollars ($5.00) in available balance. Company charges a one-time identity verification fee of two dollars and fifty cents ($2.50), deducted from your available balance only when verification succeeds. Minimum withdrawal amounts (for example, two dollars and fifty cents ($2.50) net after applicable fees) and any payout processing fees are shown in the Service and may change.

This identity verification process serves multiple purposes: (i) compliance with financial regulations for payment processing; (ii) establishing legal accountability for uploaded content and copyright compliance; and (iii) providing a verified identity trail for potential legal processes related to intellectual property disputes. By completing verification, artists acknowledge that their verified identity information may be disclosed when required by valid legal process, applicable law, or a payment/verification provider's legally authorized process. A private copyright complaint alone does not entitle a claimant to raw KYC information absent a proper legal basis.

Payouts are available once your available balance meets or exceeds the applicable minimum withdrawal amount, which consists of a required minimum net payout amount plus any applicable payout processing fee. Processing fees are deducted at the time of payout. All payout processing fees charged by third-party providers (including Stripe) are deducted from amounts payable to you; you receive the net amount after such fees. Fee amounts and minimums are shown in the Service and may change. Balances below the minimum withdrawal amount will roll over to the next payout cycle until the threshold is met. Artists who fail verification may have their accounts converted to listener accounts. Artists have multiple retry attempts for verification with mandatory waiting periods between attempts. Creators complete required tax information (for example, Form W-9 or W-8) in the Service when offered. Company remains the legal payer/reporting party for creator payouts and may prepare and e-file required information returns (for example, Form 1099) with the IRS. Creators do not issue their own 1099s to themselves, but remain responsible for filing their own personal or business tax returns. Tax characterization of creator earnings (for example, royalties reported on Form 1099-MISC where applicable) depends on applicable law and your creator agreement and may be confirmed with a tax advisor. Subscription payments collected by Company through Stripe or Recurly are separate from creator payout reporting.

Company may modify payout thresholds, fee schedules, verification requirements, and processor integrations at any time in its discretion.

Payout Schedule and Timing.

Streaming royalties are paid on a monthly payroll cycle (not on demand unless Company enables otherwise in the Service). Eligible earnings from a completed calendar month are processed after that month ends. Processing includes calculating allocations, confirming eligibility, and preparing payouts through Company's payment processors. Company does not describe or guarantee how listener charges settle internally or how Company funds its payment processors.

Company typically processes eligible streaming payouts for the prior calendar month within one to seven (1–7) days after that month ends, subject to identity verification, completed tax information where required, minimum balance thresholds, fraud review, and other compliance requirements. If you complete setup after a payroll run, eligible amounts roll to the next cycle.

After processing, Company sends eligible payouts to your connected bank account through its payment processors. After Company sends a payout, your bank or payment processor typically credits your account within one to five (1–5) business days, depending on your bank, payout method, processor timing, weekends, and bank holidays. Typical timing is an estimate only; Company does not guarantee processing, send, or receipt by any specific date. Processing or payout may be delayed for verification, holds, insufficient settled funds, processor outages, manual review, or legal requirements.

Large Amounts and Split Payouts.

Payment processors may limit the amount sent in a single outbound transfer. When a payout exceeds applicable processor limits, Company may divide one paycheck into multiple outbound transfers ("split payouts") to the same connected bank account. Each transfer may arrive on a different day; your payout history may show multiple sends for one payroll period.

Very large payouts, unusual payout patterns, or amounts that trigger compliance review may require additional identity, tax, or fraud verification before all legs are sent. Split payouts remain one paycheck for tax reporting purposes; Company reports the total gross amount on applicable information returns (for example, Form 1099) once the paycheck is fully reportable under applicable law. Additional verification or split processing may extend timing beyond the typical ranges above.

Verification Requirement for Payout.

Access to payouts is conditioned upon completion of required identity verification and compliance with applicable payment processor requirements. The verification deadline is thirty (30) days from eligibility or first verification attempt, as applicable. If you fail to complete identity verification within the stated deadline, your account may be converted to listener status and payout access may be suspended. Earnings may remain on hold until verification is successfully completed. Company is not obligated to disburse any funds until all verification and compliance requirements are satisfied.

Held Balances.

Company may hold earnings where required for identity verification, fraud review, chargeback investigation, legal compliance, sanctions screening, or payment processor requirements. Held balances do not accrue interest and remain subject to these Terms. Suspension or investigation does not by itself transfer earned funds to Company. Funds held because payout cannot legally or technically be completed will be handled according to applicable law, including unclaimed-property requirements where applicable, and will not become Company revenue merely because payout is delayed. Company is not a bank, escrow agent, trustee, or fiduciary, and funds are not segregated trust accounts unless otherwise required by law.

Reinstatement.

Accounts converted due to failure to complete verification may be reinstated at Company's discretion upon successful completion of identity verification and any required review. Upon reinstatement and approval for payout, previously held balances, if any, may become eligible for disbursement in accordance with the normal payout schedule and applicable minimum thresholds.

No Automatic Forfeiture During Operation.

Company does not automatically forfeit or absorb held balances solely due to verification deadline expiration. Balances may remain on hold indefinitely while the Service remains operational, subject to compliance with these Terms, applicable law, and applicable unclaimed property laws.

Service Discontinuation or Wind-Down.

In the event that Company discontinues the Service or ceases operations, Company may provide notice and a reasonable opportunity for users to complete identity verification and withdraw eligible funds prior to shutdown. After such notice period, any unclaimed or undisbursed balances may be handled in accordance with applicable unclaimed property, escheatment, bankruptcy, or other governing laws. Company reserves the right to comply with all legal obligations relating to abandoned or unclaimed property.

Royalty Reporting and Transparency

The Artist Dashboard is YouSound's primary royalty statement and reflects the data used to calculate your earnings and payouts. Artists can view metrics reflecting both pending and completed royalty periods. Company does not issue separate monthly royalty statements as a substitute for the dashboard. Earnings displayed before final reconciliation may be estimated or pending. Final payable earnings may be adjusted for invalid activity, refunds, chargebacks, payment reversals, taxes, processor corrections, fraud, or confirmed technical errors. Company reserves the right to correct computational, clerical, or system errors at any time, including after payout, and may adjust future payouts to reflect corrections in either direction (overpayment recovery or underpayment cure). Company will not adjust earnings merely to increase Company's share of revenue.

If you believe an earnings calculation or payout is incorrect, you may request a review by contacting support@yousound.com within sixty (60) days of the applicable reporting or payout date. Company will investigate and correct confirmed errors. Formal open-ended forensic audits of Company systems are not supported unless required by law or court order. Failure to dispute within the sixty-day period constitutes acceptance of the reported amounts, except in cases of fraud or manifest computational error.

Chargebacks and Payment Disputes

Chargebacks and payment disputes are handled by our payment providers (including Stripe and Recurly) and applicable card-network rules. Company may record disputes, suspend or revoke access to subscriptions or digital products, reverse or adjust amounts associated with the disputed transaction, and take other actions reasonably necessary to reflect the processor's decision.

For digital products and paid-room memberships sold through Stripe Connect, a purchase or billing period may consist of separate payment slices charged on different sellers' connected accounts. A dispute affecting one seller's slice does not automatically affect another seller's slice. Access may nevertheless be suspended or revoked while any applicable dispute remains unresolved. Access will be restored following a successful dispute resolution only where no other open dispute, lost dispute, refund, reversal, or other payment failure continues to make the purchase or membership ineligible.

A lost dispute remains a loss even if another dispute relating to a different seller slice of the same purchase or billing period is later resolved successfully. Refunds, chargebacks, reversals, dispute fees, and other processor adjustments may be recovered from the connected account or earnings attributable to the affected transaction as permitted by the applicable payment provider.

Streaming Creator Balance and Company-administered creator payouts are separate from Messages selling proceeds. Streaming payouts are subject to settlement, fraud review, chargeback resolution, and the payout rules described in these Terms. Messages selling proceeds are processed through sellers' connected accounts and are not added to streaming Creator Balance.

If a payout administered by Company fails because of a bank rejection or similar payment-method issue, applicable funds may remain pending or available for later payout until the recipient updates their payout information. Company is not responsible for delays or errors caused by a recipient's bank or payment provider.

Fraudulent chargebacks may result in permanent account termination, forfeiture of access to digital goods, and recovery actions including collections or legal proceedings, where permitted by applicable law. You agree not to initiate chargebacks for valid purchases, to the extent permitted by applicable law; abuse of the chargeback process is a material breach of these Terms where permitted by applicable law.

Music Content.

Technical Upload Requirements

All audio content uploaded to the Service must comply with the following mandatory technical specifications: (i) Audio files must be in MP3 format exclusively; (ii) Bitrate between one hundred twenty-eight kilobits per second (128 kbps) and three hundred twenty kilobits per second (320 kbps); (iii) Sample rate of 22.05kHz, 44.1kHz, or 48kHz; (iv) Mono or stereo channels only; (v) Duration between one (1) second and two (2) hours for standard tracks, or four (4) hours for DJ mixes; (vi) Maximum file size of two hundred megabytes (200MB); and (vii) Album artwork in JPEG or PNG format, minimum 640x640 pixels, maximum five megabytes (5MB), square aspect ratio required.

Explicit Content Labeling

Artists are required to accurately label content as "explicit" during the upload process if it contains strong language, sexual references, violence, or other adult themes. This labeling ensures compliance with content distribution requirements and app store guidelines. Failure to properly label explicit content may result in restricted availability, content removal, or account suspension. Company reserves the right to reclassify content and update explicit labeling at its sole discretion.

AI-Generated Music and Human-First Disclosure

Where the Service markets or prioritizes human-created music, you must accurately disclose whether uploaded audio is generative-AI produced, substantially AI-assisted, or human-performed/composed as requested in upload or catalog controls (including any "generative AI" or similar flags). Misrepresenting AI-generated or AI-assisted works as wholly human-created, or failing to disclose when required, may result in removal, demotion, suspension of monetization, or account action. You remain solely responsible for rights clearances for any AI tools, training data, and outputs you upload.

The Service provides Artists with the ability to upload Digital Content owned or controlled by such Artists to the Site, including but not limited to sound recordings ("Sound Recordings"), videos synchronized with Sound Recordings and other audiovisual works (collectively, "Music Videos"), and the musical works embodied within Sound Recordings and Music Videos ("Musical Works" and, collectively with Sound Recordings and Music Videos, the Artist's "Music" or "Artist Music"). Company will not have any ownership rights in any elements of an Artist's Music. Except for the licenses and permissions expressly stated in these Terms, no rights in Artist Music are transferred to Company by implication, waiver, estoppel, or merely through use of the Service. Company does not sell ownership of Artist Music or license Artist Music for unrelated third-party exploitation merely because it was uploaded to the Service.

Artist Music license. By uploading Artist Music, you grant Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transcode, stream, publicly perform and display, distribute, communicate to the public, and otherwise use that Music and associated Artworks (album cover artwork, photographs, graphics, descriptive text, lyrics and notations as provided) only as reasonably necessary to operate, provide, secure, improve, and promote YouSound and your presence on YouSound. This includes creating technical versions necessary for playback, previews, artwork display, messaging, playlists, discovery, DJ Mixes (as described below), and other features you choose to use. Company may authorize service providers acting on Company's behalf (for example CDN, hosting, media processing, and app infrastructure vendors) to exercise these limited rights only as necessary to provide those services.

Technical modifications. Company may make technical modifications reasonably necessary to provide the Service, such as transcoding audio, generating previews, creating waveforms, resizing artwork, formatting metadata, or adapting files for supported devices. This does not give Company the right to create new artistic works, remixes, synthetic performances, or other creative derivative works from your Music for unrelated purposes. (Artists may still upload their own remixes or derivative works subject to these Terms and applicable rights.)

For clarity, the license granted above does not include the right to use Artist Music to train, fine-tune, develop, or improve generative AI or foundation models.

You may remove your Music from YouSound. After removal, Company's license to that Music ends within a commercially reasonable period, except to the extent continued retention or use is reasonably necessary for backups, legal obligations, fraud or dispute resolution, previously completed transactions, or content already incorporated into materials created while the license was active (including previously published promotional materials as described below).

Company will use the rights you grant under these Terms only for the purposes described here and will not claim ownership of your Music merely because you use the Service.

You also grant Company a worldwide, non-exclusive, royalty-free, sublicensable right to use your trademarks, service marks, slogans, logos, or similar proprietary rights solely in connection with the Service or the marketing, promotion, or advertising of the Service and your presence on YouSound, subject to the promotional limits below.

Marketing and Promotional Rights

Helping people discover artists is part of YouSound. While your content or artist profile is publicly available on YouSound, you grant Company permission to use your public artist name, profile image, artwork, biography, likeness, and reasonable excerpts of publicly available content to promote your music, your presence on YouSound, and the YouSound service—including in YouSound-owned social accounts, advertising, editorial features, newsletters, app-store materials, and similar promotion of the Service. Company will not use your identity to imply that you personally endorse an unrelated company, product, political position, or cause without separate permission. Promotional materials lawfully created while your content was available may remain in previously published or distributed materials, but Company will not create new promotional uses of removed content after a reasonable wind-down period. Featuring an artist on YouSound does not mean that artist endorses Company, and being on YouSound does not mean Company endorses everything an artist says or does.

By uploading any content to the Site:

• Artists represent and warrant, and can demonstrate to Company's full satisfaction upon request, that (i) you own or otherwise control all rights to your Music and Artworks (or that such Music and Artworks are in the public domain or have otherwise been directly licensed to the Artist in writing with a grant of rights sufficient to permit the Artist to enter into this Agreement and to grant all of the rights with respect to the Artist's Music or Artworks as set forth in this Agreement (hereinafter "Direct Licensed"); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Music you upload to the Service and to the Artworks; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Music and/or Artworks, and to use such individual's identifying or personal information (to the extent such information is used or contained in the Music and/or Artworks) as contemplated by these Terms of Use, and (iv) you are authorized to grant all of the aforementioned rights to the Music and/or Artworks to Company and all users of the Service.
• you acknowledge that Company may request documentation proving ownership or licensing of uploaded content, including but not limited to signed agreements, certificates of registration, or other legal documentation. Failure to provide satisfactory proof of rights ownership within seven (7) days of request may result in immediate content removal and potential account restrictions.
• you understand and agree that completion of Stripe Identity verification establishes your legal identity for purposes of copyright accountability and that your verified identity information may be disclosed when required by valid legal process, applicable law, or a payment/verification provider's legally authorized process. Connecting a payout method (including Stripe Global Payouts) is for payout delivery and does not replace identity verification. A verification badge means the applicable verification process was completed—it is not a guarantee of catalog ownership, credibility, or future conduct.
• you represent and warrant that the use or other exploitation of your Music and/or Artworks by Company and its authorized sublicensees and distributors and/or by users of the Site as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
• Direct license / PRO responsibility. YouSound receives a direct license from the uploader and does not operate as a blanket PRO, CMO, or MRO royalty-collection service. By uploading Music, you represent that you own or control the rights necessary to authorize the uses offered by the Service. Any third-party publishing, performance-rights, mechanical-rights, or similar obligations arising from your rights arrangements remain your responsibility unless Company expressly agrees otherwise in writing. If your agreement with a publisher, PRO, CMO, MRO, or other rights administrator prevents you from granting the rights required for YouSound to provide the Service, you must resolve that restriction before uploading the affected Music. You are solely responsible for taking all steps necessary to inform any PRO or music publisher of your grant of rights to Company as contemplated herein, and no additional fees shall be owed by Company to any PRO, publisher, or collective management organization as a result of the licenses granted herein unless Company expressly agrees otherwise.
• you represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music as authorized under this Agreement, except as you remain responsible for under your own arrangements.
• If any agreement you have entered into with any third party, including, but not limited to a PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting Company the right and license set forth in this Agreement and making the representations and warranties set forth above, then you are prohibited from uploading the affected music to the Service and shall be responsible for indemnifying and holding Company harmless from and against any and all claims arising from the exploitation of your music on the Service, including all court costs and legal fees.
• If your ownership, licensing arrangements, or other rights change in a way that affects the permissions granted to YouSound, you are responsible for promptly updating or removing the affected content and notifying YouSound where necessary.

Company reserves the right to withhold revenue or remove content pending resolution of third-party rights claims (including PRO, publisher, union, or guild claims). Company does not adjudicate complex ownership disputes between third parties; Company may restrict or remove disputed material, preserve funds, process valid notices and counter-notices, and comply with orders.

DJ Mix Content and Revenue Distribution

YouSound DJ Mixes. By making Music available on YouSound for the DJ Mix feature, the Artist grants Company the limited right to permit eligible YouSound DJs to incorporate that Music into DJ mixes created, streamed, and made available solely through YouSound, subject to YouSound's DJ Mix rules and revenue-sharing terms. A track being available for mixing on YouSound gives DJs permission to use it in YouSound mixes—not permission to take it anywhere else. This permission does not grant DJs ownership of the underlying tracks or the right to distribute, sell, sublicense, download for external exploitation, or otherwise use the music outside YouSound.

DJ Mix revenue is shared between the DJ and the participating track owners according to the DJ Mix payout methodology published by YouSound (currently reflected in Company's rate history / payout rules, including a DJ share and an artist share among featured tracks). Material changes to that methodology will be communicated in advance as described in Modification of Terms of Use.

DJs may only create YouSound DJ Mixes using tracks made available for that feature through YouSound. If a track was uploaded without the necessary rights, or if a valid copyright claim affects music contained in a DJ Mix, Company may mute, edit, restrict, replace, or remove the affected portion of the mix—or remove the mix entirely—as reasonably necessary to respond to the claim. For future accruals, remaining eligible tracks may share the artist portion of mix revenue according to then-applicable rules. A dispute involving one track does not automatically invalidate the legitimate already-paid earnings of every other artist in the mix. Company may freeze the affected unpaid share and reverse unpaid earnings associated with invalid rights as needed to comply with law or settlement.

A DJ will not be treated as having independently infringed merely because they used a track that YouSound made available for the DJ Mix feature in accordance with the Service, provided the DJ did not know or have reason to know that the track was unauthorized. A DJ does not acquire additional rights merely because a track was available on YouSound, and YouSound cannot guarantee that an uploader possessed the rights they claimed to possess.

Copyright Infringement Prevention

Company reserves the right to implement automated content identification systems to detect potential copyright infringement. Users acknowledge that uploaded content may be subject to digital fingerprinting and comparison against databases of copyrighted works. Company may immediately remove content flagged by such systems pending verification of rights ownership.

Repeat copyright infringers will have their accounts terminated. Company maintains a three-strike policy whereby users receiving three valid DMCA takedown notices within a twelve-month period may face permanent account suspension. Company may, at its sole discretion, terminate accounts with fewer violations for egregious infringement patterns.

Identity Verification and Legal Accountability

All artists earning revenue on the platform are required to complete identity verification through Stripe Identity, which establishes a verified legal identity for copyright accountability and payments compliance. Payout delivery uses Stripe Global Payouts (and/or successors) as offered in the Service; those payout connections are not a substitute for Stripe Identity. By completing identity verification, artists acknowledge that their verified contact information and legal identity may be disclosed when required by valid legal process, applicable law, or a payment/verification provider's legally authorized process (including court orders and subpoenas related to copyright or payment disputes).

Company has implemented comprehensive verification and content protection systems to create a fair, legally compliant platform. Where artists circumvent these protections or engage in copyright infringement, verified identity information obtained through Stripe Identity helps ensure legal accountability rests with the individual artist, not the platform, when disclosure is legally authorized.

Intellectual Property Rights.

The Service provides Users with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos (including Music Videos), audio clips (including Music), written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). Hierarchy: Artist Music is governed exclusively by the Artist Music license in the Music Content section above. Generic User Submission and User Content licenses do not expand, replace, or override that Artist Music license. By Submitting User Submissions on the Site or otherwise through the Service, you:

• acknowledge that by Submitting any User Submission to the Site, you are publishing that User Submission, and that you may be identified publicly by your User ID in association with any such User Submission;
• by Submitting any User Submissions through the Site or the Service (other than Artist Music, which is governed solely by the Music Content section), you hereby grant Company a worldwide, non-exclusive, royalty-free, sublicensable license to use, host, store, reproduce, distribute, publicly display, publicly perform, and make technical modifications to those User Submissions only as reasonably necessary to operate, provide, secure, improve, and promote the Service, including allowing other users to access them for personal, non-commercial use through features of the Service. This license ends within a commercially reasonable period after you delete the User Submission or close your account, except for backups, legal obligations, fraud or dispute resolution, previously completed transactions, content already shared with other users through features you authorized, and previously published promotional materials. For clarity, this license does not transfer ownership of your underlying intellectual property and is not perpetual or irrevocable merely by uploading;
• represent and warrant, and can demonstrate to Company's full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain or Direct Licensed, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Service;
• you agree to pay all royalties and other amounts owed to any person or entity, including any PROs, due to your Submission of any User Submissions to the Service, except where Company has expressly assumed a particular obligation in writing;
• that the use of such User Submissions by Company and by users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
• understand that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you as reasonably necessary to operate and moderate the Service; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

Company does not endorse and has no control over any User Submission. Company cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

DMCA Notice and Takedown Procedure.

YouSound supports the protection of intellectual property and asks all YouSound users to do the same. It's our policy to respond to all notices of alleged copyright infringement within ten (10) business days. If someone believes that one of our Verified Users is infringing their intellectual property rights, they can send a DMCA Notice to YouSound's designated agent using our DMCA notice form or email copyright@yousound.com. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the Verified User can reply with a counter notification if they object to the complaint. The original complainant has fourteen (14) business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. Users with excessive takedown notices may face account restrictions under our three-strike policy. For more information, see our Copyright Policy.

Proactive Copyright Protection

Company employs both automated and manual review processes to identify potentially infringing content. Company reserves the right to: (i) remove content that appears to infringe copyrights without prior notice; (ii) require verification of rights ownership before content activation; (iii) maintain databases of known infringing content to prevent re-upload; and (iv) cooperate with rights holders and industry organizations in anti-piracy efforts.

Artists uploading covers, remixes, or derivative works must obtain and maintain all necessary mechanical licenses, synchronization licenses, and other permissions. Company is not responsible for securing such licenses on behalf of users.

Cover Songs and Mechanical Licenses

Artists are solely responsible for securing all required mechanical licenses for cover songs uploaded to the platform. Company does not license or clear third-party copyrighted works on behalf of artists. Uploading cover songs without proper licensing may result in content removal and account suspension. For licensing assistance, artists may use services such as the Harry Fox Agency, Easy Song Licensing, or music distribution services that provide cover song licensing where applicable.

Content Appeals Process

If your content is removed due to a copyright claim, you may submit a counter-notification through our DMCA process. Full details on how to file a takedown notice or counter-notice are available in our Copyright Policy. Company complies with all Digital Millennium Copyright Act requirements for content disputes.

Use of Devices and Services.

Access to the YouSound Services may require the use of your personal computer or mobile device, as well as communications with or use of space on such devices. You are responsible for any Internet connection or mobile fees and charges that you incur when accessing the YouSound Services.

User Content.

YouSound allows users to distribute streaming live and pre-recorded audio-visual works, to use services, such as chat, bulletin boards, forum postings, wiki contributions, voice interactive services, and to participate in other activities in which you may create, post, transmit, perform, or store content, messages, text, sound, images, applications, code or other data or materials on the YouSound Services ("User Content").

Licenses to YouSound.

• (i) Unless otherwise agreed to in a written agreement between you and YouSound that was signed by an authorized representative of YouSound, if you submit, transmit, display, perform, post or store User Content using the YouSound Services (other than Artist Music, which is governed solely by the Music Content section), you grant YouSound and its sublicensees a worldwide, nonexclusive, royalty-free right to (a) use, reproduce, host, store, make technical modifications to, distribute, perform and display such User Content only as reasonably necessary to operate, provide, secure, improve, and promote the YouSound Services; and (b) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with such User Content for those same purposes. This license is not perpetual or irrevocable merely by uploading and does not expand rights in Artist Music.
• (ii) With respect to streaming live and pre-recorded audio-visual works and other User Content, the rights granted by you hereunder terminate once you delete such User Content from the YouSound Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the YouSound Services and others copied or stored portions of the User Content (e.g., made a Clip); (b) YouSound used it for promotional purposes under the Marketing and Promotional Rights section; and (c) for the reasonable time it takes to remove from backup and other systems, or as needed for legal, fraud, dispute, or accounting retention.

User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing it. By uploading and publishing your User Content, you represent, and warrant that:

• (1) you are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the rights granted herein;
• (2) your User Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) defame any other person;
• (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your User Content specifically does not contain any pre-release or non-public beta software or content or any confidential information of YouSound or third parties. YouSound reserves all rights and remedies against any users who breach these representations and warranties.

Content is Uploaded at Your Own Risk

YouSound uses reasonable security measures in order to attempt to protect User Content against unauthorized copying and distribution. However, YouSound does not guarantee and is not liable for any unauthorized copying, use or distribution of User Content. You hereby release and forever waive any claims you may have against YouSound for any such unauthorized copying or usage of the User Content, under any theory. THE SECURITY MEASURES TO PROTECT CREATOR CONTENT USED BY YouSound HEREIN ARE PROVIDED AND USED "AS-IS" AND WITH NO WARRANTIES OR ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

Prohibited Conduct.

BY USING THE YouSound SERVICES, YOU AGREE NOT TO violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while on the YouSound Services. You agree that you will comply with these Terms of Service and YouSound's Community Guidelines and will not:

• create, upload, transmit, distribute, or store any content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;
• impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the YouSound Services accounts of others without permission, forge another person's digital signature, misrepresent the source, identity, or content of information transmitted via the YouSound Services, or perform any other similar fraudulent activity;
• make unsolicited offers, advertisements, proposals, or send junk mail or spam to users of the YouSound Services, including, without limitation, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests), and other similar activities;
• harvest or collect the email addresses or other contact information of other users from the YouSound Services;
• defame, harass, abuse, threaten or defraud users of the YouSound Services, or collect, or attempt to collect, personal information about users or third parties without their consent;
• remove, circumvent, disable, damage or otherwise interfere with security-related features of the YouSound Services or User Content, features that prevent or restrict use or copying of any content accessible through the YouSound Services, features that enforce limitations on the use of the YouSound Services or User Content, or delete the copyright or other proprietary rights notices on the YouSound Services or User Content;
• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the YouSound Services or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your country of residence;
• modify, adapt, translate or create derivative works based upon the YouSound Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
• interfere with or damage operation of the YouSound Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
• relay email from a third party's mail servers without the permission of that third party;
• access any website, server, software application, or other computer resource owned, used and/or licensed by YouSound, including but not limited to the YouSound Services, by means of any robot, spider, scraper, crawler or other automated means for any purpose, or bypass any measures YouSound may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used and/or licensed YouSound, including but not limited to the YouSound Services;
• manipulate identifiers in order to disguise the origin of any User Content transmitted through the YouSound Services;
• interfere with or disrupt the YouSound Services or servers or networks connected to the YouSound Services, or disobey any requirements, procedures, policies or regulations of networks connected to the YouSound Services; use the YouSound Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the YouSound Services, or that could damage, disable, overburden or impair the functioning of the YouSound Services in any manner;
• use or attempt to use another user's account without authorization from that user and YouSound;
• attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the YouSound Services that you are not authorized to access;
• attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose; and
• use the YouSound Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.

YouSound takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, nor is YouSound liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter when using the YouSound Services. Your use of the YouSound Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the YouSound Services will not contain any content that is prohibited by such rules.

The Service hosts User Content uploaded or transmitted by users. Except as required by applicable law, Company is a provider of an interactive computer service and is not the publisher or speaker of User Content under 47 U.S.C. § 230 (and similar laws). Company does not create or endorse User Content merely by hosting, transmitting, recommending, or allowing others to access it. Nothing in these Terms waives any safe harbors or defenses available to Company under § 230, the DMCA, or other law.

YouSound is not liable for any statements or representations included in User Content. YouSound does not endorse any User Content, opinion, recommendation, or advice expressed therein, and YouSound expressly disclaims any and all liability in connection with User Content. Although YouSound has no obligation to screen, edit, or monitor any of the User Content, YouSound reserves the right to remove, screen or edit any User Content posted or stored on the YouSound Services when reasonably necessary to enforce these Terms, protect users or the Service, comply with law, or respond to valid claims, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the YouSound Services at your sole cost and expense. Any use of the YouSound Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the YouSound Services.

Trademarks

YouSound, the YouSound logos, and any other product or service name, logo, or slogan used by YouSound, and the look and feel of the YouSound Services, including all page headers, custom graphics, button icons and scripts, are trademarks or trade dress of YouSound, and may not be used in whole or in part in connection with any product or service that is not YouSound's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits YouSound, without our prior written permission. Any use of these trademarks must be in accordance with any guidelines that YouSound may provide you from time to time. All other trademarks referenced in the YouSound Services are the property of their respective owners. Reference on the YouSound Services to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us or any other affiliation.

Law Enforcement and Legal Process.

Company may preserve and disclose account information, content, logs, identity-verification records, and other data when we believe in good faith that disclosure is reasonably necessary to comply with law, regulation, legal process, or governmental request (including subpoenas, court orders, and search warrants); to enforce these Terms; to detect, prevent, or address fraud, security, or technical issues; or to protect the rights, property, or safety of Company, our users, or the public. Copyright-specific processes are also described in our Copyright Policy. Requests should be directed to support@yousound.com (or as otherwise published for legal process).

Termination.

Account Termination by Company

Company may suspend or terminate your account for violation of these Terms of Use, applicable law, or rights of third parties. Company may take immediate action without prior notice for fraud, safety threats, illegal activity, hacking, serious copyright infringement, payment abuse, or other emergencies threatening the Service or users. For ordinary enforcement actions, where reasonably practicable, Company will identify the reason for the action and provide an opportunity to appeal. Termination may result in the removal of content from the platform and loss of account access. We may freeze payouts and balances during investigation; we may withhold or offset amounts for chargebacks, fraud, or legal violations. Suspension does not by itself transfer earned funds to Company. Any forfeiture of earnings is limited to amounts related to the violation, chargebacks, or disputed or illicit activity, and not unrelated earnings that are otherwise valid. Accounts used for fraud, abuse, copyright infringement, or harassment may forfeit related earnings in accordance with applicable law and our policies. Upon termination, outstanding valid earnings above the minimum payout threshold may be disbursed within a reasonable period, subject to verification, and provided there are no pending disputes, chargebacks, or legal holds affecting the account.

If Company reasonably suspects account compromise, Company may freeze sensitive actions (including payout destination changes, collaborator split changes, content deletion, or product sales) while investigating. Sensitive changes may require additional verification.

Account Termination by User

Users may terminate their accounts at any time by following the instructions on the Site or contacting support@yousound.com. User-initiated termination begins prompt removal or anonymization of personal data from operational systems, with limited retention for backups (approximately thirty (30) days where feasible), accounting, payouts, fraud prevention, disputes, and legal obligations, and with Messages content retention windows as described in Personal Information and our Privacy Policy. Any accrued valid earnings above the minimum payout threshold will be processed according to the normal payout schedule, subject to verification and holds.

Post-Termination Effects

All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity obligations, and limitations of liability. Any fees paid for subscriptions are non-refundable upon termination, except as provided in this Agreement or required by applicable law.

Content Moderation and Reporting

Users may report violations of these Terms of Use by contacting support@yousound.com. Company will review reported violations and respond within ten (10) business days where practicable. Company may remove content, suspend accounts, or take other enforcement actions for Terms violations. For ordinary violations, where reasonably practicable, Company will provide a reason and an opportunity to appeal. Emergency powers for fraud, safety, illegal activity, and serious infringement remain as described in Termination.

Warranty Disclaimer.

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

The Service is provided "as is" and "as available" and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Company, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the service is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements. Your use of the service is solely at your own risk. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00), OR (B) THE TOTAL AMOUNTS PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION IS INTENDED TO LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING (WHERE SUCH LIMITATION WOULD BE UNLAWFUL) LIABILITY FOR UNPAID AMOUNTS COMPANY IS OBLIGATED TO PAY YOU UNDER THESE TERMS AFTER VALID EARNINGS HAVE BEEN FINALLY DETERMINED AND ARE NOT SUBJECT TO HOLD, FRAUD REVIEW, CHARGEBACK, OR LEGAL PROCESS.

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Because Company is not the buyer or seller in any Merchandise Transaction, if a dispute arises between one or more participants in a Merchandise Transaction, then you release Company (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, then you waive California civil code §1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by Company.

Because Company is not the buyer or seller in any actual Merchandise Transaction between Verified Users and Listeners and is not the agent of either for any purpose, Company does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such Merchandise Transaction. Artists are individually responsible for compliance with all consumer rights laws applicable to their Merchandise Transactions, including EU Consumer Rights Laws.

For users in the European Union: Where applicable, you acknowledge that your right of withdrawal (e.g. 14-day withdrawal under EU consumer law) for digital content may be waived once you have begun downloading or streaming the content with your prior express consent. By starting playback or download of digital content, you consent to the immediate performance of the contract and acknowledge that you lose your right of withdrawal for that content to the extent permitted by applicable law.

Dispute Resolution.

A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America.

Mandatory Arbitration.

Except for claims seeking injunctive or equitable relief or claims relating to intellectual property rights, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively by final and binding arbitration administered by JAMS in San Francisco County, California, under its applicable rules. The arbitration shall be conducted by a single arbitrator with experience in commercial and intellectual property disputes. The Federal Arbitration Act governs this arbitration provision.

Company Election for Court Relief.

Notwithstanding the foregoing, Company may elect, in its sole discretion, to bring claims involving fraud, abuse, intellectual property infringement, emergency relief, or platform integrity in a court of competent jurisdiction in the Northern District of California.

Jurisdiction for Enforcement.

Judgment on any arbitration award may be entered in any court having jurisdiction. The parties consent to personal jurisdiction in the state and federal courts located in the Northern District of California for purposes of enforcing arbitration awards or seeking permitted injunctive relief. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.

Class Action Waiver.

You and Company agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration. Unless both you and Company agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If twenty-five (25) or more similar claims are filed by the same counsel or coordinated group, the parties agree that the claims shall be administered in batches of twenty-five (25) at a time. The parties waive any right to a jury trial.

Integration and Severability.

These Terms of Use are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Indemnification.

You agree to indemnify and hold harmless Company, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your content, including any User Content or Music you upload or distribute through the Service; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of any third party; or (d) your infringement of any third-party intellectual property, privacy, or other rights. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense.

Miscellaneous.

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference), ISP or network outages, hosting or infrastructure failures, third-party service failures (including payment processors, content delivery networks, or app stores), copyright claims or takedowns affecting availability, removal of the Service or applications from app stores or distribution channels, acts of God, war, terrorism, pandemics, or government action. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement.

Platform Availability and Geographic Restrictions

The Service may not be available in all jurisdictions due to licensing restrictions or legal requirements. Company makes no representation that the Service is appropriate or available for use in all locations. Users accessing the Service from jurisdictions where such access is prohibited do so at their own risk and are responsible for compliance with local laws.

Contact.

You may contact Company at the following address: support@yousound.com. Company endeavors to respond to inquiries within one to five (1-5) business days.