Terms of Service

Effective date: January 1st, 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. 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.

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.

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 for artists or buyers in connection with content, subscriptions, or digital goods. 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.

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, Recurly, and Trolley. All transactions, including YouSound streaming subscriptions, YouSound Messages room subscriptions, and digital product purchases, are processed through these providers. Disputes, chargebacks, and reversals are governed by the applicable provider's policies and card network rules; Company is not a party to those decisions.

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 on a "computational mutualism" revenue distribution model. Company allocates a portion of subscription revenue to eligible verified artists based on subscriber listening activity. Allocation is conditioned upon receipt and settlement of subscription funds from payment processors. The percentage allocation may vary and is determined by Company in its discretion. Company does not hold subscription revenue in trust for artists and has no fiduciary duty with respect to revenue allocation. Revenue distribution is calculated based on listening time from verified subscribers to each artist and their collaborators during the billing cycle. Only verified subscriber listening activity contributes to artist revenue calculations. Company reserves the right to modify revenue allocation models, weighting methodologies, eligibility criteria, and payout structures at any time on a prospective basis. Any material changes to allocation methodology will be applied prospectively and reflected transparently within the Service.

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.

Revenue Allocation Methodology.

Revenue allocation on the Service is not calculated on a simple per-stream or 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 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 allocation methodology, which may be updated at any time.

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 methodologies.

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 listening patterns and is subject to change. Our algorithms, eligibility rules, and payout formulas may be modified at any time on a prospective basis. 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, 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 without liability, including without limitation the DJ revenue model, Listening Rooms, YouSound Messages features, or payout structure. Changes to allocation methodology may apply prospectively and, where necessary for fraud correction or system error, retroactively.

Company allocates a portion of 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.

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.

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 - Room Subscriptions, Digital Products, and Collaborators

YouSound Messages room subscriptions and digital product purchases are Digital Goods. Access may be revoked on chargeback, refund, or violation of these Terms or our policies. Storage and retention may vary by plan (e.g. 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). Room owners may invite collaborators to share revenue; collaborators must complete identity verification and connect a valid payout account (Stripe Connect or Trolley, as applicable). Revenue is shared equally among accepted collaborators unless the room owner configures otherwise. Where activity requirements are enabled, only collaborators who meet the minimum (e.g. 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.

Artist Verification and Payout Requirements

To receive payouts, you must complete identity verification (e.g. via Stripe Identity) and connect a valid payout account (Stripe Connect or Trolley, as applicable). Artists become eligible for payout verification upon reaching ten dollars ($10.00) in accrued earnings. Verification may require a minimum available balance (as displayed in the Service) to initiate and may include applicable processing fees. Artists must provide government-issued identification and any additional documentation required by our payment processor for identity verification purposes.

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 consent to the disclosure of their verified identity information in response to valid legal requests related to content they have uploaded to the platform.

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. The current minimum withdrawal amount and fee structure are displayed in the Service and may be modified at any time. Processing fees are deducted at the time of payout. 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. Artists are solely responsible for all tax obligations related to platform earnings.

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

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, or payment processor requirements. Held balances do not accrue interest and remain subject to these Terms. 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

Royalty data is provided in real-time through the Service and analytics section. Artists can view daily metrics reflecting both pending and completed royalty periods. Company does not issue separate monthly royalty statements; the data available in your dashboard represents the same data used to calculate payouts. The royalty data displayed in the Service constitutes the official record of royalty activity. 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.

Any dispute regarding reported revenue must be submitted in writing within sixty (60) days of the applicable reporting date. Failure to dispute within this 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 (e.g. Recurly, Stripe) and card network rules. We may log chargebacks, revoke access to subscriptions or digital products, and debit creator or user balances when a dispute is finalized against the account. If a dispute is resolved in your favor, we will restore access or recredit balances where applicable. Creator payouts are based solely on settled and finalized funds; only non-disputed funds are eligible for payout. Platform fees are not automatically refunded when a chargeback occurs; we may adjust at our discretion. If a payout to you fails (e.g. bank rejection), funds remain in your platform balance and you must update your payout method; we are not responsible for bank-side errors.

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.

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"). Company will not have any ownership rights in any elements of an Artist's Music, however, Company needs the following license to perform the Service. Each Artist uploading Music to the Service grants Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to:

• (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivative works of, communicate to the public, synchronize and otherwise exploit (collectively, "Exploit") (1) the Artist's Music and perform the Service on the Artist's behalf (e.g., reproduce, transcode, copy and store the Artist's Music on computer servers owned and/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Artist's Music) using any technologies or methodologies now known or hereafter developed, and (2) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text ("Artworks") in connection with the Service);
• (ii) allow users of the Service to receive public performances and public displays of the Artist's Music and Artworks and to reproduce the Artist's Music and Artworks on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and
• (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Service.

To enable Company to exploit your content, music, products, graphics, and any user uploaded and submitted content, pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the "Trademarks") solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.

Marketing and Promotional Rights

By uploading content to the Service, you grant Company a worldwide, royalty-free, and sublicensable license to use your name, artist identity, likeness, profile image, biography, and uploaded content (in full or in part) for marketing, advertising, social media campaigns, promotional materials, editorial content, and partner features during the term of your account and for a reasonable archival and promotional period thereafter. This includes promotion on third-party platforms such as Spotify, YouTube, Instagram, and TikTok, and may include placements in newsletters, recommendation engines, or playlists curated by Company. If you do not wish for your content or identity to be featured in platform promotions, you should not upload content to the Service.

By uploading any content 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 Trolley identity verification establishes your legal identity for purposes of copyright accountability and that your verified identity information may be disclosed to rights holders, law enforcement, or courts in connection with copyright infringement proceedings. This verification system ensures that copyright responsibility for uploaded content is properly attributed to the verified artist rather than the platform.
• 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.
• you represent and warrant that, to the extent you are the songwriter of any or all of the Musical Works embodied in your Sound Recordings or Music Videos, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any performing rights organization ("PRO"), whether based in the United States (e.g., ASCAP, BMI or SESAC) or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to Company for the public performances and communications to the public of your Musical Works, and that no additional fees shall be owed by Company to any PRO, publisher, or collective management organization as a result of the licenses granted herein.
• 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.
• 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 in the four paragraphs immediately above, then you are prohibited from uploading your 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.

Company reserves the right to withhold revenue or remove content pending resolution of third-party rights claims (including PRO, publisher, union, or guild claims).

DJ Mix Content and Revenue Distribution

Revenue generated from DJ Mix streams is allocated from the same subscription revenue pool as standard streaming activity. Company allocates revenue between the DJ creator and the underlying tracks included in the mix according to its computational mutualism methodology. Allocation ratios are determined by Company and may consider listening duration, track composition, collaborator participation, fraud safeguards, rounding rules, and other engagement factors.

While Company maintains a DJ and track allocation structure as part of its revenue model, specific percentage ratios are not fixed guarantees and may be modified prospectively to reflect platform economics, regulatory requirements, or product evolution.

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 Trolley, which establishes a verified legal identity for copyright accountability purposes. By completing Trolley identity verification, artists acknowledge that their verified contact information and legal identity may be disclosed in response to valid legal processes, including but not limited to court orders, subpoenas, and formal legal requests related to copyright infringement claims that exceed the scope of DMCA safe harbor protections.

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, the verified identity information obtained through Trolley ensures legal accountability rests with the individual artist, not the platform. This identity verification system serves as a legal safeguard that enables proper attribution of responsibility for uploaded content and facilitates legitimate legal processes related to intellectual property disputes.

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"). 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, you hereby grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, publicly display, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), communicate to the public, synchronize and otherwise fully exploit the User Submissions in connection with the Site, the Service and Company's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites), whether now known or hereafter developed. You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce (on any and all devices owned or controlled by the user), distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing. For clarity, this license applies solely to operation and promotion of the Service and does not transfer ownership of your underlying intellectual property;
• 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;
• that the use or other exploitation of such User Submissions by Company and use or other exploitation 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; 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 form. 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 using our form 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. For more information, see our DMCA 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, you grant YouSound and its sublicensees an unrestricted, worldwide, perpetual, irrevocable, fully sub-licenseable, nonexclusive, and royalty-free right to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (including without limitation for promoting and redistributing part or all of the YouSound Services (and derivative works thereof)) in any form, format, media or media channels now known or later developed or discovered; and (b) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with such User Content.
• (ii) With respect to streaming live and pre-recorded audio-visual works, 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; and (c) for the reasonable time it takes to remove from backup and other systems.

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.

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, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the YouSound Services at any time and for any reason without notice, 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.

Termination.

Account Termination by Company

Company may suspend or terminate your account at any time for violation of these Terms of Use, applicable law, or rights of third parties, with or without prior notice. Termination may result in the immediate removal of all content from the platform and forfeiture of account access. We may freeze payouts and balances during investigation; we may withhold or offset amounts for chargebacks, fraud, or legal violations. 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 earnings in accordance with applicable law and our policies. Upon termination, outstanding 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.

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 will result in permanent deletion of user-facing content and removal of all uploaded content from the platform. Company may retain limited records as required for legal compliance, fraud prevention, financial reporting, or backup system integrity. Any accrued earnings above the minimum payout threshold will be processed according to the normal payout schedule.

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. Company reserves the right to remove content, suspend accounts, or take other enforcement actions for Terms violations at its sole discretion.

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 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.