Terms of Service

PLEASE READ THIS DOCUMENT CAREFULLY. Compozly, LLC ("Compozly," "we," or "us") offers an online collaboration platform, community, and digital music licensing marketplace through its website located at Compozly.com (the "Compozly Site") and related domains, mobile applications, desktop applications, and PC television applications (collectively, the "Compozly Service"). By registering as a member or by using the Compozly Service in any way, you accept these Terms of Service ("Agreement"), which forms a binding agreement between you and Compozly. If you do not wish to be bound by this Agreement, do not use the Compozly Service.

BY ACCESSING OR USING THE SERVICE (DEFINED BELOW), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE "TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND COMPANY'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY COMPANY AND YOU TO BE BOUND BY THESE TERMS.

Content

1. Who May Use the Compozly Service
2. License to Use the Compozly Service
3. Privacy and Data Protection
4. Membership & Users
5. Subscriptions and Purchases
6. Terms, Termination and Account Deletion
7. Content Restrictions
8. Code of Conduct
9. Licenses Granted by You
10. Your Representations and Warranties
11. Indemnification
12. Third Party Copyrights and Other Rights
13. Disclaimers
14. Limitation of Liability and Indemnification
15. Compliance Notice Pursuant to 18 U.S.C. § 2257
16. General Provisions
17. Intellectual Property Policy
18. Communications
19. Feedback
20. User Content Disclaimers, Limitations and Prohibitions
21. User Disputes
22. Compozly Affiliate Marketing Terms of Service
23. Collaboration Contract
24. Additional Licensing & Rights
25. Track Purchase License Terms

1. Who May Use the Compozly Service

AGE REQUIREMENT:

• You must be at least 13 years old to use the Compozly Service.
• If you are at least 13 but still a minor (this depends on where you live), you must have your parent or legal guardian's permission to use the Compozly Service.

NOTICE TO PARENTS AND GUARDIANS:

• By granting your child permission to use the Compozly Service, you agree to the terms of this Agreement on behalf of your child.
• You are responsible for monitoring and supervising your child's use of the Compozly Service.
• If your child is using the Compozly Service and is either under 13 or does not have your permission, please contact us immediately so that we can disable his or her access.
• If you have questions about whether the Compozly Service is appropriate for your child, please review our Frequently Asked Questions or contact us.

WARNING:

• Even if you are old enough to use the Compozly Service and/or have your parent's or guardian's permission, some content in collaboration settings may not be appropriate for you.
• Some content may contain "R-rated" material, nudity, profanity, and mature subject matter.
• If you are under 18 years old, do not view such content.

2. License to Use the Compozly Service

LICENSE: Compozly grants you a limited, non-exclusive license to access and use the Compozly Service for your own personal, non-commercial purposes. This license is personal to you and may not be assigned or sublicensed.

COMMERCIAL USE: You may not use the Compozly Service for commercial purposes unless:

• You are a registered Compozly user with an account on Compozly.com, and you comply with Compozly Guidelines; or
• You are a small-scale non-profit, musician or composer, and you use the Compozly Service to showcase or promote your own creative works.

PROFILE:

• You may create a Compozly profile page (your "Profile") to showcase your audio and video reels, in accordance with your Compozly Settings.
• Profiles are public by default.
• Music tracks published to your Profile are subject to copyright per these Terms of Service.

RESTRICTIONS: Except as expressly permitted by Compozly in writing, you will not:

• Reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Compozly Service; or
• Interfere with or damage the Compozly Service.

The visual interfaces, graphics, design, compilation, information, data, computer code, products, software, services, and all other elements of the Service ("Materials") are protected by intellectual property and other laws and are the property of Compozly or its licensors. Compozly reserves all rights not expressly granted.

TRADEMARKS:

• Compozly, the Compozly logo, and other Compozly logos and product and service names are Compozly trademarks (the "Company Marks").
• Without prior written permission, you may not display or use the Company Marks, except as solely enabled by links we provide.

3. Privacy and Data Protection

Your privacy rights are set forth in our Privacy Policy, incorporated by reference.

DATA PROTECTION RIGHTS: Depending on your location, you may have rights under applicable privacy laws (including GDPR and CCPA), such as:

• Access
• Correction
• Deletion
• Portability
• Restriction
• Objection
• Opt-out (sale/sharing for advertising)

To exercise these rights, contact us via our contact page or email privacy[at]compozly[dot]com.

INTERNATIONAL DATA TRANSFERS:

• Your information may be transferred to and processed in countries other than your country of residence.
• We implement appropriate safeguards when transferring information internationally.

DATA RETENTION:

• We retain personal information as long as necessary to provide the Service, comply with legal obligations, resolve disputes, and enforce agreements.

4. Membership & Users

REGISTRATION:

• Each user is a "User."
• To fully use the Service you must register with a username, password, and valid email address.
• You must provide complete and accurate information and keep it updated.
• If registering for a business, the registering person must have authority to bind the entity.

USERNAME RULES: You may not select or use:

• A name of another person with intent to impersonate;
• A name subject to another person's rights without authorization;
• A name that is offensive, vulgar, or obscene.

LOG-IN CREDENTIALS:

• You are responsible for maintaining confidentiality of your credentials and all account activity.
• Notify us immediately if you suspect unauthorized use.

ACCOUNT SECURITY:

• You must not allow others to use your account.
• You must safeguard your password and log out on shared devices.

5. Subscriptions and Purchases

PAYMENT:

• By using the Compozly Service, you agree that Compozly reserves the right to accept, hold, and distribute money to registered users in any manner Compozly sees fit.

CANCELLATION AND REFUNDS (SUBSCRIPTIONS):

• Annual subscriptions: 30 days to cancel for a full refund. After 30 days, no refund.
• Monthly subscriptions: 5 days to cancel for a full refund. After 5 days, no refund.
• After the cancellation period ends, all purchases are final and fees paid are non-refundable, even if your account is later terminated.

RENEWALS:

• Subscriptions automatically renew by default for the same term as the original subscription unless you decline renewal prior to the renewal start date.
• Compozly may deny subscriptions, renewals, and purchases for any reason.

PRICE CHANGES:

• Compozly may modify pricing for products/services (including Pro and Maestro).
• We provide at least 30 days notice of price increases by email and by posting notice on Compozly.com.
• Changes take effect at your next billing cycle after the notice period expires.
• Continued use after a price change is deemed acceptance.

END OF SUBSCRIPTION:

• When a subscription ends, the account becomes a Free account and Compozly may disable access to or delete content to comply with Free limits.

OTHER PURCHASES:

• Other products/services may be subject to additional terms presented at time of purchase.

Marketplace Purchases, Digital Licenses, and Downloads

Compozly may enable Users to purchase licenses to certain audio recordings and related musical works made available through an audio player or marketplace functionality ("Marketplace Content").

NON-EXCLUSIVE LICENSE PURCHASES: Non-exclusive purchases provide:

• MP3 download of the Marketplace Content
• A perpetual, non-transferable, non-sublicensable license to synchronize and use the Marketplace Content worldwide, subject to these Terms and the license terms presented at purchase
• No stems
• The track remains available on the Compozly Service for future sale

Attribution is required for non-exclusive purchases as follows: "Music by [Composer Name] via Compozly"

EXCLUSIVE LICENSE PURCHASES: Exclusive purchases provide:

• MP3 and WAV downloads
• A perpetual, non-transferable, non-sublicensable license to synchronize and use the Marketplace Content worldwide, subject to these Terms and the license terms presented at purchase
• The track is removed from future sale on the Compozly Service within a commercially reasonable time
• Stems in WAV format may be provided upon request and subject to availability, as determined by the composer

DOWNLOAD AVAILABILITY:

• Unless stated otherwise at purchase, download access remains available through the buyer's account on a perpetual basis
• Compozly does not guarantee uninterrupted access and may restrict access as required by law, court order, or enforcement actions under these Terms

PRO-REGISTERED WORKS:

• Marketplace Content may be registered with one or more performing rights organizations ("PROs").
• The purchased license does not prevent collection/payment of public performance royalties by PROs where applicable (including broadcast, theatrical, or other public performance contexts).

NO YOUTUBE CONTENT ID:

• Marketplace Content licensed or sold through Compozly may not be enrolled in YouTube Content ID or similar automated fingerprinting/monetization programs intended to assert claims against end-user video uploads.
• If Compozly determines Marketplace Content has been enrolled, Compozly may:
  • Remove the Marketplace Content
  • Issue refunds in its discretion
  • Withhold amounts otherwise payable to the uploader
  • Terminate the uploader's account

PROHIBITED USES FOR MARKETPLACE CONTENT: Unless Compozly expressly authorizes otherwise in writing, Marketplace Content may not be:

• Resold, sublicensed, redistributed, or made available as standalone audio (including stock music, sound libraries, sample packs, stems packs, templates)
• Uploaded to music streaming services or digital service providers as a standalone release
• Minted, sold, or distributed as an NFT or similar tokenized asset
• Used to train, fine-tune, or develop any AI or machine learning model or dataset
• Used in pornographic content, hate content, content promoting violence, or illegal activity
• Used in political advertisements, political campaigning, or electioneering
• Used in any manner that violates applicable law or third-party rights

MARKETPLACE FEES AND EARNINGS SPLITS:

• Compozly uses Stripe and may facilitate payments/payouts through Stripe Connect or similar Stripe products.
• By buying or selling Marketplace Content, you agree to comply with Stripe's terms and policies.
• Current earnings splits are:
  • Free: 60%
  • Pro: 80%
  • Maestro: 90%
• Splits may change as determined by Compozly and as presented within the Service.

MARKETPLACE REFUNDS: Except as required by law, Marketplace Content purchases are final and non-refundable, except in Compozly's sole discretion for:

• Verified technical issues, including:
  • File not downloadable
  • File corrupt
  • Wrong file delivered
  • Severe audio defect materially inconsistent with the preview
• Verified infringement or enforcement actions that require removal or disabling of access

Refund requests:

• Must be submitted within fourteen (14) days of purchase
• Are reviewed in good faith
• May be approved or denied in Compozly's sole discretion after manual review

6. Terms, Termination and Account Deletion

TERM:

• These Terms of Service are effective beginning when you accept the Terms of Service upon creation of your Compozly account or use the Service, and end when terminated as described below.

ENTIRE AGREEMENT; ANCILLARY TERMS:

• These Terms of Service, including the Compozly Privacy Policy (each, an "Ancillary Terms") constitute the entire agreement between you and Compozly concerning your use of the Service.
• If there is a conflict between any Ancillary Terms and these Terms, the Ancillary Terms will govern solely to the extent of the conflict.
• Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
• If any provision of these Terms is found by a court of competent jurisdiction to be invalid, then you and Compozly nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

GOVERNING LAW; JURISDICTION:

• Delaware law governs these Terms and your use of the Service.
• You and Compozly, LLC submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the state of Delaware for resolution of any lawsuit or court proceeding permitted under these Terms.
• We operate the Service from the United States of America where Compozly LLC is incorporated in Delaware, and we make no representation that Materials included in the Compozly Service are appropriate or available for use in other locations.
• The provisions of these Terms of Service that are intended to survive the termination of these Terms by their nature will survive.

ACCOUNT DELETION:

• You may delete your account at any time.
• Compozly Free accounts may be hidden from the Compozly Service search results if they remain inactive (i.e., the user fails to log in) for a continuous period of at least twelve months.
• Logging into a Compozly account after this period will re-activate the account and enable profile to become visible in search results at Compozly.com/discover.
• Subscription accounts will remain active until the end of the subscription term and any renewal term.

TERMINATION: Compozly may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Compozly determines that:

• You have violated any provision of this Agreement; or
• Your conduct or content would tend to damage Compozly's reputation and goodwill.

Compozly reserves the right:

• To reject any username or to terminate your username and give such username to another user at our sole discretion, and without any liability to you.
• To create verified User accounts and to require additional information from you to provide you with a verified User account.

NO RE-REGISTRATION; CIRCUMVENTION:

• If Compozly deletes your account for the foregoing reasons, you may not re-register for the Compozly Service.
• Compozly may block your email address and Internet protocol address to prevent further registration.
• You may not attempt to circumvent account enforcement actions, including by creating new accounts after termination, using alternate emails, or routing through third-party services designed to conceal identity or location.

APPEAL PROCESS:

• If your account is terminated, you may appeal by contacting us at legal@compozly.com within thirty (30) days of termination.
• Your appeal should include:
  • Your username
  • A description of the circumstances
  • Any relevant supporting information
• We will review appeals in good faith and respond within fifteen (15) business days.

DATA RETENTION AFTER TERMINATION:

• Upon account termination, we will retain your personal data only as necessary to comply with legal obligations, resolve disputes, and enforce our agreements.
• Your content may be removed from public view but retained in our systems for a period of up to 90 days to allow for account restoration in case of erroneous termination.
• After this period, content will be permanently deleted unless required to be retained by law.

EFFECT OF TERMINATION/ACCOUNT DELETION:

• Upon termination, all licenses granted by Compozly will terminate.
• Sections 6 and 11 through 16 shall survive termination.
• In the event of account deletion for any reason, content that you submitted may no longer be available.
• Compozly shall not be responsible for the loss of such content.

7. Content Restrictions

You may not upload, post, or transmit (collectively, "submit") any video, image, text, audio recording, or other work (collectively, "content") that:

• Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
• Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
• Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
• Exploits minors;
• Depicts unlawful acts or extreme violence;
• Depicts animal cruelty or extreme violence towards animals;
• Promotes fraudulent schemes, multi level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or
• Violates any law.

All videos you submit must also comply with the Compozly Guidelines, which are incorporated into this Agreement.

ADDITIONAL RESTRICTIONS FOR MUSIC UPLOADS AND MARKETPLACE CONTENT: In addition to the above, you may not submit or list for sale any audio content that:

• Is fully or primarily generated by artificial intelligence tools (including "text-to-music" or similar generation);
• Contains ripped or unauthorized samples from songs, films, television, games, or other third-party media;
• Contains audio obtained from platforms such as YouTube, TikTok, or other services via downloading or extraction tools;
• Uses "royalty-free" or similar sample packs that prohibit resale, standalone distribution, or marketplace licensing of the resulting audio;
• Is a cover, remix, or derivative track intended for sale or licensing on the Compozly marketplace (covers/remixes may be showcased on Profiles via embeds only, but may not be sold);
• Is represented as public-domain/classical performance content for sale (Compozly does not permit public-domain/classical performance uploads for marketplace sale at this time).

8. Code of Conduct

In using the Compozly Service, you must behave in a civil and respectful manner at all times. Further, you will not:

• Act in a deceptive manner by, among other things, impersonating any person;
• Harass or stalk any other person;
• Harm or exploit minors;
• Distribute "spam";
• Collect information about others; or
• Advertise or solicit others to purchase any product or service within the Compozly Site (unless you are an official Compozly partner or advertiser and have a written agreement with Compozly).

Compozly has the right, but not the obligation, to monitor all conduct on and content submitted to the Compozly Service.

9. Licenses Granted by You

9.1 Videos

LICENSE TO COMPOZLY: As between you and Compozly, you own the video content ("videos") that you submit to the Compozly Service. By submitting a video, you grant Compozly and its affiliates a limited, worldwide, non-exclusive, royalty-free license and right to:

• Copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your video for the purpose of:
  • (i) displaying the video within the Compozly Service;
  • (ii) displaying the video on third party websites and applications through a video embed or Compozly's API subject to your video privacy choices;
  • (iii) allowing other users to play, download, and embed on third party websites the video, subject to your video privacy choices;
  • (iv) promoting the Compozly Service, provided that you have made the video publicly available; and
  • (v) archiving or preserving the video for disputes, legal proceedings, or investigations.

LICENSE TO OTHER USERS: You further grant all users of the Compozly Service permission to view your videos for their personal, non-commercial purposes. This includes the right to copy and make derivative works from the videos solely to the extent necessary to view the videos. The foregoing licenses are in addition to any license you may decide to grant (e.g., a Creative Commons license).

DURATION OF LICENSES: The above licenses will continue unless and until you remove your videos from the Compozly Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. Please note that removed videos may be cached in search engine indices after removal and that Compozly has no control over such caching.

9.2 Non-video Content

As between you and Compozly, you own all non-video content that you submit to the Compozly Service. You grant Compozly and its affiliates a limited, worldwide, non-exclusive, royalty-free license to:

• Copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your non-video content.

In addition:

• You waive any so-called "moral rights" in your non-video content.
• You further grant all users of the Compozly Service permission to view your non-video content for their personal, non-commercial purposes.
• If you make suggestions to Compozly on improving or adding new features, Compozly shall have the right to use your suggestions without compensation.

9.3 Marketplace Content License Grant (Additional)

To the extent you upload, list, or otherwise make music available as Marketplace Content (including previews), you grant Compozly the rights necessary to:

• Host and store the audio files;
• Stream previews to Users;
• Deliver purchased downloads to buyers;
• Display the content and metadata in search, discovery, marketing, and promotional materials (including use of excerpts for promotional previews);
• Enforce these Terms, including removal, disabling access, refunds, account actions, and responding to legal notices.

This license is worldwide, non-exclusive (except as expressly stated in an exclusive arrangement), royalty-free to Compozly, and continues for as long as the Marketplace Content is available on the Service, plus a commercially reasonable time for backup, caching, and legal compliance.

10. Your Representations and Warranties

For each piece of content that you submit, you represent and warrant that:

• (i) you have the right to submit the content to Compozly and grant the licenses set forth above;
• (ii) Compozly will not need to obtain licenses from any third party or pay royalties to any third party (except that public performance royalties may be payable through PROs as described in these Terms);
• (iii) the content does not infringe any third party's rights, including intellectual property rights and privacy rights; and
• (iv) the content complies with this Agreement and all applicable laws.

WE CLAIM NO OWNERSHIP: You or a third-party licensor, as appropriate, retain all intellectual property rights to the User content you post to the Compozly Service. This also means that you are responsible for protecting any of your rights in your User Content, including any User who violates the license you grant to such other User, and we need not enforce a violation of these Terms by another User as it pertains to your User content you post to the Compozly Service. We reserve the right to terminate the rights of such Users to use the Service.

MUSIC-SPECIFIC WARRANTIES (COMPOSITION AND MASTER): If you upload or sell music (including Marketplace Content), you additionally represent and warrant that:

• You own or control all rights necessary in both:
  • The underlying musical composition (songwriting); and
  • The sound recording/master.
• Any samples, loops, stems, or third-party audio elements are properly licensed for marketplace sale and licensing, and do not restrict Compozly's ability to license the work as described.
• The audio is not taken or derived from ripped, extracted, or unauthorized third-party sources.
• Covers and remixes are not listed for sale and are only displayed via Profile embeds as permitted by these Terms.

AI POLICY REPRESENTATIONS: If you upload or sell music (including Marketplace Content), you represent and warrant that:

• The core musical content (melody, harmony, rhythm, or primary audio) is not generated by artificial intelligence tools such as Suno, Udio, or similar "text-to-music" systems.
• You may use AI-based tools solely for technical cleanup (e.g., noise removal, mastering assistance, stem separation), and only to the extent such tools do not generate the core musical content.
• You will provide reasonable proof of rights and provenance upon request by Compozly (for example, project files, stems, export history, or sample pack licenses), as reasonably necessary for compliance, dispute resolution, or enforcement.

SPECIFIC RIGHTS FOR MUSICAL WORK: If you are a composer or author of a musical work and have affiliated with a PRO, then you must notify your PRO of the license you grant through these Terms of Service to us where applicable. You are solely responsible for ensuring your compliance with the relevant PRO's reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the license(s) set forth in these Terms of Service or have such music publisher enter into these Terms with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms of Service. All of the rights you grant in these Terms are provided on a through-to-the-audience basis.

11. Indemnification

You will indemnify, defend, and hold harmless Compozly and its affiliates, directors, officers, employees, and agents, from and against all third party actions that:

• (i) arise from your activities on the Compozly Service;
• (ii) assert a violation by you of any term of this Agreement; or
• (iii) assert that any content you submitted to Compozly violates any law or infringes any third party right, including any intellectual property or privacy right.

This indemnity includes reasonable attorneys' fees, costs, judgments, damages, settlements, and other expenses.

12. Third Party Copyrights and Other Rights

Compozly respects the intellectual property rights of others.

COPYRIGHT CLAIMS:

• If you believe that your copyright has been infringed, please send us a notice as set forth in our Copyright and DMCA Policy, which is incorporated into this Agreement.

OTHER IP CLAIMS:

• For other intellectual property claims (e.g., trademark), please send us a notice at our contact page or to legal@compozly.com.

EU/UK ILLEGAL CONTENT REPORTING:

• Users may report allegedly illegal content (including alleged copyright infringement) through Compozly's reporting mechanism made available on the Service. Compozly will review reports in good faith and may remove or restrict content consistent with these Terms and applicable law.

13. Disclaimers

Compozly reserves the right to modify the Compozly Service. Compozly reserves the right to change these Terms of Service on a going-forward basis at any time, effective as of posting. Please check these Terms periodically for changes. However, if a change to these Terms materially modifies your rights or obligations, you may be required to accept the modified Terms in order to continue to use the Compozly Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

Compozly provides the Compozly Service on an "as is" and "as available" basis. You therefore use the Compozly Service at your own risk. Compozly expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law.

Without limiting the foregoing, Compozly makes no representations or warranties:

• That the Compozly Service will be permitted in your jurisdiction;
• That the Compozly Service will be uninterrupted or error-free;
• Concerning any content submitted by any member;
• Concerning any third party's use of content that you submit;
• That any content you submit will be made available on the Compozly Service or will be stored by Compozly;
• That the Compozly Service will meet your business or professional needs;
• That Compozly will continue to support any particular feature of the Compozly Service; or
• Concerning sites and resources outside of the Compozly Service, even if linked to from the Compozly Service.

To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Compozly Service, and no warranties shall apply after such period.

DISCLAIMER OF WARRANTIES: TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS AND (B) COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OTHER THAN THOSE IMPLIED BY LAW, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. COMPANY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMPANY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

14. Limitation of Liability and Indemnification

To the fullest extent permitted by law:

• (i) Compozly shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses; and
• (ii) Compozly's total liability to you shall not exceed the amounts paid by you to Compozly over the twelve (12) months preceding your claim(s).

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, PARTNERS, AND LICENSORS (COLLECTIVELY, "COMPOZLY ENTITIES") BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COMPOZLY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 18 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPOZLY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF $100 AND THE AMOUNTS YOU HAVE PAID TO COMPANY, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify the Compozly Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with:

• (a) your unauthorized use of, or misuse of, the Service;
• (b) your violation of any portion of these Terms, or any applicable law or regulation;
• (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right (including, without limitation, in connection with any use of User Content or a Sound); or
• (d) any dispute or issue between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you will cooperate with our defense of those claims.

Third-Party Services:

• The Compozly Service may link to websites owned by third parties ("Third Party Sites").
• If you use these links, then you will leave the Service.
• We are not responsible for Third Party Sites, whether or not affiliated with such Third Party Sites.
• We do not endorse the organizations sponsoring Third Party Sites or their products/services.
• We are not liable for any loss or damage incurred as a result of dealings with Third Party Sites or third-party advertising.

15. Compliance Notice Pursuant to 18 U.S.C. § 2257

All pictures, graphics, videos, and other visual media displayed on the Compozly Service are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do not consist of depictions of conduct as specifically listed in 18 U.S.C. § 2256 (2) (A) – (D), but are merely, at most, depictions of non-sexually explicit nudity, or are depictions of simulated sexual conduct, or are otherwise exempt because the visual depictions were created prior to July 3, 1995. Compozly is not the primary producer of the visual content contained in the Compozly Service.

16. General Provisions

GOVERNING LAW:

• This Agreement shall be governed by the laws of the State of Delaware, United States of America, without regard to conflicts of law.
• The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

DISPUTES:

• Any action arising out of or relating to this Agreement or your use of the Compozly Service must be commenced in the state or federal courts located in Delaware, United States of America.
• You consent to the jurisdiction of those courts.
• You and Compozly irrevocably waive any right to a trial by jury.

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES:

• Headings are for convenience only and shall not be used to construe the terms of this Agreement.
• If any term is found invalid or unenforceable, that term will be severed.
• No failure or delay by Compozly in exercising any right will waive that right.
• Rights and remedies are cumulative.

SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES:

• This Agreement is binding upon and shall insure to the benefit of both parties and their successors and permitted assigns.
• You may not assign this Agreement without Compozly's prior written consent.
• No third party shall have any rights hereunder.

FORCE MAJEURE:

• Compozly shall not be liable for failure or delay due to causes beyond reasonable control.

ELECTRONIC SIGNATURES:

• You agree that electronic signatures, contracts, orders, records, and notices provided electronically have the same legal effect as paper documents and signatures.

NOTICES:

• You consent to receive communications electronically.
• Compozly may provide communications by email or by posting them on the Service.
• You may send notices of a legal nature to legal[at]Compozly[dot]com or: Compozly, LLC, 7357 Bent Bow Trail, Chanhassen, MN 55317
• Nothing herein shall limit Compozly's right to object to subpoenas, claims, or other demands.

MODIFICATION:

• This Agreement may not be modified except by a revised Terms of Service posted by Compozly or a written amendment signed by an authorized representative.

ENTIRE AGREEMENT:

• This Agreement incorporates documents by reference.
• This Agreement constitutes the entire understanding regarding the subject matter and supersedes prior agreements.
• This Agreement does not govern any use of Compozly's API, which is governed by a separate agreement.

17. Intellectual Property Policy

a. Policy Overview

We respect the intellectual property of others and take protection of intellectual property seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Compozly Service. Our intellectual property policy is to:

• (i) remove material that we believe in good faith, upon notice from an intellectual property owner or their agent, is infringing by being made available through the Compozly Service; and
• (ii) remove any User Content posted to the Service by "repeat infringers."

REPEAT INFRINGER POLICY:

• We consider a "repeat infringer" to be any User for whom we have received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such User Content.
• We have discretion to terminate the account of any User after receipt of a single notification of claimed infringement or upon our own determination.

b. DMCA Notice Requirements

If you believe in good faith that materials posted on the Service infringe your intellectual property rights, you (or your agent) may send a "Notification of Claimed Infringement" requesting that the material be removed or access blocked. The notice must include:

• (i) A physical or electronic signature of a person authorized to act on behalf of the owner;
• (ii) Identification of the copyrighted work (or a representative list);
• (iii) Identification of the material alleged to be infringing, and information reasonably sufficient to locate it;
• (iv) Your name, address, telephone number, and email address (if available);
• (v) A statement of good faith belief that the use is not authorized; and
• (vi) A statement that the notice is accurate, and under penalty of perjury, that the complaining party is authorized.

If you believe a notice has been wrongly filed against you, the DMCA permits you to send a counter-notice.

c. Notices and Counter-notices

Notices and counter-notices must meet statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Service should be sent to:

DMCA Agent
Compozly, LLC
7357 Bent Bow Trail
Chanhassen, MN 55317

Email: legal@compozly.com

d. Counter Notification

If you receive a notification from us that User Content you made available has been the subject of a Notification of Claimed Infringement, you may provide a "Counter Notification." A Counter Notification must be in writing and include substantially:

• (i) A physical or electronic signature of the subscriber;
• (ii) Identification of the material removed and where it appeared before removal;
• (iii) A statement under penalty of perjury that the subscriber has a good faith belief that removal was a mistake or misidentification; and
• (iv) The subscriber's name, address, telephone number, and a statement consenting to jurisdiction of the Federal District Court for the judicial district in which the address is located, or if outside the U.S., for any judicial district in which we may be found, and that the subscriber will accept service of process from the complaining party.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm obligations.

e. False Notifications

The Copyright Act provides that any person who knowingly materially misrepresents:

• (1) that material or activity is infringing; or
• (2) that material or activity was removed or disabled by mistake or misidentification

may be liable for damages, including costs and attorneys' fees, incurred by the alleged infringer, copyright owner, or service provider. We reserve the right to seek damages from any party that submits a notification or counter notification in violation of law.

18. Communications

By using the Compozly Service or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, customer service, and administrative issues relating to your use of the Compozly Service. If we learn of a security system breach, we may attempt to notify you electronically by posting a notice or sending an email. To receive free written notice of a security breach (or to withdraw consent), please write to us on our contact us page.

19. Feedback

If you provide input and suggestions ("Feedback"), you grant Compozly, LLC an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose.

20. User Content Disclaimers, Limitations, and Prohibitions

a. No Guarantees

• We do not represent or guarantee the truthfulness, accuracy, or reliability of User Content.
• Any reliance on material posted by other Users or third-party service providers is at your own risk.
• You accept the risk you might be exposed to objectionable or inappropriate content.

b. User Responsibility

• You are solely responsible for your User Content.
• You assume all risks associated with your User Content.
• You may expose yourself to liability if your User Content is false, misleading, defamatory, violates third-party rights, unlawful, or advocates violation of law.
• You are solely responsible for maintaining backup copies of any User Content.
• We are not responsible for deletion or unavailability of User Content.

c. Prohibited Uses

You may not:

• (i) Interfere with security-related features of the Service, including disabling or circumventing features that prevent or limit use or copying of content, or reverse engineering except as permitted by law;
• (ii) Interfere with operation of the Service or enjoyment of the Service, including uploading malicious code, unsolicited offers, collecting personal information without consent, or disrupting networks/servers;
• (iii) Perform fraudulent activity including impersonation or false affiliation;
• (iv) Disclose personal information about another person or harass, abuse, or post objectionable, pornographic, harmful, offensive, or obscene material;
• (v) Sell, transfer, or assign rights to use the Service without express written consent;
• (vi) Use the Service in an illegal way or in violation of applicable law;
• (vii) Violate, or encourage others to violate, any third party right; or
• (viii) Assist or permit others in the above activities.

d. Marketplace-Specific Prohibitions

In addition to Section 5 restrictions for Marketplace Content, you may not:

• Upload Marketplace Content that violates Compozly's AI policy;
• Enroll Marketplace Content in YouTube Content ID or similar programs;
• Upload Marketplace Content intended primarily for resale or redistribution by buyers.

21. User Disputes

• We are not responsible for disputes between you and any third party you interact with using the Service, including Users.
• You assume all risks associated with dealing with third parties.
• You agree to resolve disputes directly with the other party.
• You release us of all claims, demands, and damages in disputes among Users and will not involve us in such disputes.
• Use caution and common sense when using the Service.

22. Compozly Affiliate Marketing Terms of Service

This document outlines the terms and conditions for becoming an affiliate of Compozly LLC. Last updated on 8/16/2024. Video creators can become a Compozly affiliate and are eligible to receive affiliate payments after satisfying all requirements listed below.

• A video creator must create a Compozly account.
• A video creator must have at least one completed project before becoming eligible to be a Compozly affiliate.
• A video creator must complete all steps required in Stripe (Compozly's payment partner) to become "Payment Verified".
• An affiliate must agree to the Compozly terms of service as well as the Stripe terms of service in order to be eligible to receive affiliate payouts in their account.
• Affiliate referrals must use a referral code upon sign up / account creation in order to receive the 10% discount on their first transaction.
• Once a video creator becomes an affiliate, that user can sign up as a Compozly affiliate and generate an affiliate referral code using the username associated with their Compozly account. Users can login into their "Account Settings" page to view or edit the username associated with their account.
• Referral code is the same as your username and will change if you update your username.
• Affiliate referrals are eligible to receive 10% commissions on projects with Composers associated with the Compozly Free subscription and 7.5% for composers that are subscribed to the Compozly Pro subscription upon final completion of each project transaction.
• A discount on the first project is in the form of Stripe payout after completing Stripe payment account setup within your Compozly account.
• The 10% or 7.5% are based on a split commission of 20% or 15% of the gross project amount minus the split amount of the 3% Stripe processing fee of the gross project amount.
• Affiliate payouts are only eligible for the first completed project of each new video creator that signed up with an affiliate code on Compozly's website.
• Only countries listed in the 'Country' dropdown of the 'Manage Payments' section within their Compozly account are eligible to receive payouts from the Compozly affiliate program.
• Please note, affiliate payouts may take up to 1 week after the final payment of a project has been received to get distributed to all accounts.

23. Collaboration Contract

1. Purpose of Agreement
The purpose of this Agreement is to outline the terms and conditions under which the Composer and Creator (also referred to as "Video Creator" or "Filmmaker") will collaborate on the creation and distribution of musical works.

2. Scope of Work
The Composer agrees to compose music for the Creator. The specific details of the work, including the length, genre, mood, instrumentation, and any special stylistic requirements, are outlined in related Project Details.

3. Compensation

3.1 Fee: The Creator agrees to pay the Composer a total fee agreed upon in Project Details for the completed work. Payment will be made as follows (upon Creator accepting a composer's "drafts"):

• Draft 1 of musical work = First 50% of fee
• Final Draft of musical work = Remaining 50% of fee

3.2 Expenses: Any additional expenses incurred by the Composer must be pre-approved by the Creator and will be reimbursed within 30 days of receipt of a valid invoice (only if the Creator agrees).

4. Rights and Ownership

4.1 Ownership: Upon full payment, the Composer grants the Creator exclusive rights to use, distribute, and modify the musical work. The Composer retains the right to be credited as the author of the work.

4.2 Credits: The Creator agrees to credit the Composer in a manner agreed upon by both parties in any and all uses of the work, including on-screen credits, IMDb credit, social descriptions, or other agreed placements.

4.3 Licensing: Upon full payment, the Composer grants the Creator exclusive rights to use, distribute, and modify the musical work.

5. Deliverables and Deadlines
The Composer agrees to deliver the completed work by agreed due dates for first draft and final version.

6. Confidentiality
Both parties agree to maintain confidentiality of proprietary information and not disclose to third parties without prior written consent.

7. Termination

7.1 Termination for Convenience: Either party may terminate with written notice prior to first draft approval. After first draft approval, neither party may terminate. If termination occurs after the first draft is approved, the Composer will be compensated for work completed up to the date of termination (first draft payment). If the Composer terminates after the first draft is approved, the Composer loses the final version payment.

7.2 Termination for Cause: Either party may terminate immediately upon material breach by the other party.

8. Warranties and Representations
Each party warrants authority to enter this Agreement and that work provided will not infringe third party rights.

9. Governing Law
Delaware law governs this Agreement.

10. Dispute Resolution
Disputes will be resolved through mediation, arbitration, or litigation in Delaware state or federal courts.

11. Miscellaneous

11.1 Amendments: Must be in writing and signed.
11.2 Entire Agreement: Supersedes prior agreements.
11.3 Severability: Remaining provisions remain in effect.

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

24. Additional Licensing & Rights

RELATIONSHIP TO GENERAL TERMS: The licensing terms in this section supplement and, where applicable, supersede the general licensing terms in Section 9. For conflicts, this section controls for the specific use cases described below.

Composer Agreement (Exclusive – Sync Licensing)

Only applies if the composer selects "exclusive" in the upload process: By submitting music to Compozly under an exclusive agreement, you grant Compozly the exclusive right to license and administer those works for sync use. You retain 100% writer's share of royalties; Compozly holds the publisher's share and manages cue sheets. Sync fees are split based on your subscription level. You may not license these works elsewhere during the exclusivity period. Either party may terminate this arrangement with 90 days written notice after the initial 2-year period. Compozly may also terminate immediately in cases of breach, fraud, or legal violation. Active licenses granted prior to termination will remain in force.

Public License Agreement (Non-Exclusive – Audio Player / On-Site Licensing)

When you purchase or download music from a composer's Compozly profile audio player, you receive a non-exclusive license to use that music in your project. Composers retain ownership. You may not redistribute, remix, or sublicense the music beyond your original use. This license is perpetual, non-transferable, and does not include rights for resale or commercial redistribution.

Custom Track Collaboration Agreement (Non-Exclusive)

If you collaborate with a composer through Compozly, you agree that the composer retains all rights to their work unless otherwise agreed. Payments and licensing arrangements are handled separately from standard platform purchases. Each custom project may be subject to its own individual agreement outlining usage rights, delivery timelines, and royalty arrangements.

Custom Score Collaboration Agreement (Exclusive & Non-Exclusive)

Compozly offers custom scoring projects for exclusive or non-exclusive use. The terms of each project, including ownership, revenue splits, exclusivity, and delivery, will be governed by a separate agreement signed by both the composer and client. Compozly may assist in royalty collection, cue sheet submissions, and copyright administration, depending on the nature of the project and agreement.

25. Track Purchase License Terms

LICENSE SUMMARY: This summary is for convenience. The full terms are in these Terms of Service and the license shown at checkout.

Non-Exclusive License Purchase:

• MP3 Download (no WAV or stems)
• Perpetual, worldwide, non-transferable, non-sublicensable license to use the track in your project(s)
• Track remains available for others to purchase
• Attribution is required. Required format: "Music by [Composer Name] via Compozly"

Exclusive License Purchase:

• WAV + MP3 Download (WAV stems)
• Perpetual, worldwide, non-transferable, non-sublicensable license to use the track in your project(s)
• Track is removed from future sale on Compozly within a commercially reasonable time
• Attribution is not required unless stated otherwise at checkout

ALLOWED USES: Allowed uses include synchronization in content such as:

• YouTube videos and online video
• Podcasts
• Advertising and social ads
• Games and interactive media
• Films and series, including festival and theatrical use
• Broadcast and television

PRO AND PERFORMANCE ROYALTIES: A track purchased on Compozly may be registered with a performing rights organization (PRO). Your purchase covers synchronization and use rights, but public performance royalties may still be collected by the composer through their PRO in contexts where performance royalties apply (for example, broadcast or theatrical exhibition).

IMPORTANT RESTRICTIONS: You may not:

• Resell, redistribute, or sublicense the track as standalone audio
• Upload the track as a standalone release to music streaming services
• Include the track in stock music libraries, sample packs, stems packs, templates, or sound effect libraries
• Mint or sell the track as an NFT or tokenized asset
• Use the track to train or develop AI or machine learning models or datasets
• Use the track in pornographic content, hate content, content promoting violence, or illegal activity
• Use the track in political advertisements, political campaigning, or electioneering

REFUNDS: Digital purchases are generally final. Refunds may be granted within fourteen (14) days only for:

• Verified technical issues (file not downloadable, file corrupt, wrong file delivered, severe audio defect), or
• Verified infringement or removal actions after Compozly manual review

QUESTIONS: For licensing questions, contact support through the Service. For legal inquiries, contact legal@compozly.com.

END OF DOCUMENT.

Happy Composing!