Terms of Service

1 Definitions

The following defined terms appear throughout these Terms. Understanding them is essential to understanding your rights and obligations.

• "Compozly," "we," "us," or "our" means Compozly LLC, a Delaware limited liability company.
• "Platform" means the website, web application, APIs, embeddable players, and all related services operated by Compozly at compozly.com and its subdomains.
• "User" means any individual or entity that accesses or uses the Platform.
• "Composer" means a User who registers as a music composer to offer services, upload tracks, and receive payments through the Platform.
• "Creator" means a User who accesses the Platform to discover, license, or commission original music for use in their projects.
• "Marketplace Track" means a pre-composed, pre-recorded audio file uploaded by a Composer to the Platform's marketplace for licensing.
• "Custom Commission" means an original music composition created by a Composer specifically for a Creator pursuant to a Project Agreement.
• "Project Agreement" means a separate written agreement between a Composer and a Creator governing the scope, copyright ownership, payment, and delivery terms of a Custom Commission.
• "Non-Exclusive License" means a license to use a Marketplace Track as defined in Section 6.2, which does not restrict the Composer from licensing the same recording to other buyers.
• "Exclusive License" means a license to use a Marketplace Track as defined in Section 6.3, pursuant to which Compozly removes the specific recording from future sale.
• "Master Recording" means the specific recorded audio file of a composition, as distinct from the underlying musical composition, melody, chord progression, or arrangement.
• "Sync License" means the right to synchronize music with visual media (including film, video, animation, games, advertising, and social content).
• "Subscription Plan" means the Free, Pro, or Maestro tier to which a Composer subscribes, as described in Section 10.
• "Platform Fee" means the percentage of each transaction Compozly retains as defined in Section 9.1.
• "User Content" means any audio, text, images, metadata, or other material a User uploads, posts, or transmits through the Platform.

2 Eligibility

2.1 Age Requirement. You must be at least 13 years of age to use the Platform. If you are between the ages of 13 and 18, you may only use the Platform with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms. By using the Platform, you represent that you are at least 13 years old. Individuals under 13 are strictly prohibited from using the Platform.

2.2 Legal Capacity. You represent that you have the full legal capacity to enter into a binding contract. If you are registering on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.

2.3 Geographic Restrictions. The Platform is available worldwide, subject to applicable local laws. You are solely responsible for compliance with the laws of your jurisdiction. Compozly makes no representation that the Platform is appropriate or available in all locations.

2.4 Previous Terminations. You may not register for or use the Platform if you have previously been terminated, suspended, or banned from the Platform under Section 14.

3 Account Registration & Security

3.1 Registration. To access most features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.

3.2 Account Types. The Platform supports two account types: Composer accounts and Creator accounts. Certain features are available only to the relevant account type. You may not hold both account types with the same email address without Compozly's prior written consent.

3.3 Authentication. You may register and log in using an email address and password, or via Google Sign-In (OAuth 2.0). You are responsible for maintaining the confidentiality of your login credentials. You agree to notify Compozly immediately at legal@compozly.com upon becoming aware of any unauthorized use of your account.

3.4 Account Responsibility. You are solely responsible for all activity that occurs under your account. Compozly is not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3.5 One Account Per User. You may maintain only one active account per account type. Creating duplicate accounts to circumvent suspensions or limitations is strictly prohibited and may result in permanent termination of all associated accounts.

4 Platform Services

4.1 Service License. Subject to your compliance with these Terms, Compozly grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purposes: discovering and licensing music (Creators) or building a professional music career (Composers).

4.2 Platform Components. The Platform includes, but is not limited to:

• Marketplace: A searchable directory where Creators discover and license Marketplace Tracks and initiate Custom Commissions.
• Portfolio / Profile Builder: A tool for Composers to create and maintain a professional public profile showcasing their work, credits, and biography.
• Storefront: An e-commerce interface enabling Composers to sell Marketplace Tracks under their chosen licensing terms.
• Discovery Engine: Algorithmic and search-based discovery features that surface Composer profiles to Creators based on genre, style, and project requirements.
• Embed Player: An embeddable audio player Composers may place on third-party websites to showcase their work.

4.3 Service Changes. Compozly reserves the right to modify, suspend, or discontinue any feature of the Platform at any time, with or without notice. Compozly will not be liable to you or any third party for any modification, suspension, or discontinuation of services.

4.4 Embed Player License. When a Composer embeds the Compozly audio player on a third-party website, visitors to that site may stream the embedded track for personal listening only. The embed player does not grant visitors any download rights, reproduction rights, or license to use the music in their own projects. Visitors who wish to license music must do so through the Compozly Platform.

5 Content & Intellectual Property

5.1 Ownership of User Content. You retain all ownership rights in the User Content you upload to the Platform. These Terms do not transfer any intellectual property rights from you to Compozly, except as expressly stated below.

5.2 License Grant to Compozly: Display & Operations. By uploading User Content to the Platform, you grant Compozly a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, transcode, display, stream, reproduce, and distribute your User Content solely as necessary to operate, maintain, and improve the Platform and to provide the services described in these Terms. This license exists for as long as your content remains on the Platform and terminates upon its permanent removal, subject to Section 5.3.

5.3 Cached and Backup Copies. Compozly may retain cached, archived, or backup copies of User Content for a reasonable period after deletion to the extent required by law or legitimate business operations. Compozly will not actively make such copies available to the public after you have removed content from the Platform.

5.4 Promotional Use: Opt-In Only. Compozly will not use your music in paid advertising, marketing campaigns, social media promotions, podcast appearances, or any other promotional context without your prior written consent. Compozly may request such consent separately. Your refusal to consent will not affect your use of the Platform or your account standing.

5.5 Composer Warranties. By uploading User Content, you represent and warrant that:

• You own or have obtained all necessary rights, licenses, and permissions for the content you upload, including rights to all samples, recordings, compositions, and third-party elements incorporated therein;
• Your User Content does not infringe the copyright, trademark, moral rights, or other intellectual property rights of any third party;
• Your User Content does not contain unauthorized samples, ripped audio from third-party recordings, cover versions intended for commercial sale without appropriate mechanical licenses, or content created using AI generation tools;
• You have cleared all sample and interpolation licenses before listing any track containing third-party materials;
• You have the full right and authority to grant the licenses described in these Terms.

5.6 Compozly Intellectual Property. The Platform, including its design, code, branding, logo, interface, and all non-User Content, is owned by Compozly LLC and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works of any Compozly-owned materials without express written permission.

5.7 Moral Rights. To the maximum extent permitted by applicable law, Composers waive any moral rights (including rights of integrity and rights of attribution beyond those expressly preserved in Sections 6.2 and 6.3) in their User Content with respect to Compozly's exercise of the license rights granted under Section 5.2. This waiver does not affect moral rights recognized by law as non-waivable.

5.8 Feedback. If you provide Compozly with any feedback, suggestions, or ideas about the Platform, you grant Compozly a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into the Platform without any obligation to you.

6 Marketplace Licensing: Pre-Made Tracks

This section governs the purchase and use of Marketplace Tracks (pre-composed, pre-recorded music available for licensing in the Compozly marketplace). These terms apply to all purchases of existing tracks. Custom-commissioned work is governed separately under Section 7.

6.1 Scope of All Marketplace Licenses

All Marketplace Track licenses, whether Non-Exclusive or Exclusive, share the following characteristics unless the Composer's individual listing specifies otherwise:

• Territory: Worldwide, valid for use in any country or region.
• Duration: Perpetual; the license does not expire.
• Royalty Structure: Royalty-free; the license fee is a one-time payment. No ongoing performance royalties, mechanical royalties, or synchronization royalties are owed to the Composer or Compozly for the licensed uses described below. This does not affect any backend performance royalties the Composer may independently collect via a Performing Rights Organization (PRO) for broadcast or public performance uses not covered by a direct synchronization license.
• Derivative Works: Licensees may edit, cut, trim, loop, fade, layer, and mix the licensed track for synchronization with visual media. Licensees may not re-release the modified audio as a standalone music track, claim authorship of the composition, or submit the track (modified or unmodified) to streaming platforms (Spotify, Apple Music, etc.) or content ID systems as their own work.

6.2 Non-Exclusive License

A Non-Exclusive License grants the purchasing Creator the right to use a Marketplace Track in one or more of their creative projects. The same track may be licensed simultaneously to other Creators. The Non-Exclusive License includes:

• MP3 and/or WAV download of the licensed track, as specified by the Composer's listing;
• Right to synchronize the track with film, video, advertising, social media content, game audio, podcast episodes, and similar audiovisual works;
• Right to publicly perform and distribute those synchronized works;
• Right to reproduce the track solely as embedded within the synchronized work.

Attribution Requirement (Non-Exclusive). Non-Exclusive licenses require the Creator to credit the Composer in a reasonably visible location for the relevant project (e.g., video description, credits roll, liner notes, or website footer). Suggested format: "Music by [Composer Name] via Compozly". Where a specific format is operationally impractical, any clear attribution to the Composer is acceptable.

6.3 Exclusive License

An Exclusive License grants the purchasing Creator the rights described in Section 6.2, plus the following additional benefits:

• The specific Master Recording purchased will be removed from the Compozly marketplace and will not be licensed to any additional buyers after the exclusive purchase is completed;
• No other party will receive a license to the same audio file from Compozly after the date of purchase.

Scope Limitation: Composition Rights. An Exclusive License grants exclusivity to the Master Recording only. The Composer retains all rights to the underlying musical composition, including the melody, harmony, chord progressions, and arrangement. The Composer may re-record, re-arrange, or otherwise reuse the underlying composition in new recordings, provided those new recordings are sufficiently different from the exclusively licensed Master Recording.

Attribution Waiver (Exclusive). Creators who purchase an Exclusive License may, at their option, use the track without crediting the Composer. Attribution remains encouraged but is not contractually required under an Exclusive License.

No Transfer of Copyright. Neither a Non-Exclusive nor an Exclusive License transfers copyright ownership of the Master Recording or underlying composition to the Creator. The Composer retains full copyright ownership of their work unless a separate written work-for-hire agreement has been executed.

6.4 What Marketplace Licenses Do Not Include

Unless explicitly stated in a separate written agreement, no Marketplace Track license (Non-Exclusive or Exclusive) permits:

• Uploading the track to streaming or download platforms (Spotify, Apple Music, Tidal, Bandcamp, etc.) as a standalone music release;
• Registering the track or any portion thereof with a Content ID system (YouTube Content ID, Audible Magic, etc.) or other rights management system;
• Using the track in connection with NFT minting, blockchain-based assets, or similar tokenization schemes;
• Training or fine-tuning artificial intelligence or machine learning models on the licensed audio;
• Reselling, sublicensing, or otherwise transferring the license to any third party;
• Using the track in sexually explicit material, content that promotes hatred or discrimination, or material that would constitute defamation.

6.5 Effect of Account Termination on Existing Licenses

Licenses granted to Creators for purchased Marketplace Tracks survive the termination or expiration of the Creator's Compozly account, provided the purchase was completed prior to termination. If a Composer's account is terminated for violation of these Terms, Compozly will use commercially reasonable efforts to honor existing licenses granted to Creators for that Composer's tracks, but makes no guarantee of continued file access.

6.6 License Comparison

7 Custom Commissions

This section governs Custom Commissions (original music composed specifically for a Creator by a Composer engaged through the Platform).

7.1 Project Agreement Required

All Custom Commissions must be governed by a Project Agreement executed between the Composer and Creator prior to commencement of work. The Project Agreement must address, at minimum: project scope, copyright ownership (see Section 7.2), deliverable format and specifications, timeline, revision terms, total compensation, and payment schedule. Compozly provides standard Project Agreement templates as a convenience; use of these templates is encouraged but not mandatory. The parties may modify the templates or use their own agreements, provided such agreements do not conflict with these Terms.

7.2 Copyright Ownership: Negotiated Per Project

Copyright ownership in a Custom Commission is determined by the Project Agreement between the Composer and Creator, not by these Terms. The parties have two primary options:

• License Model: The Composer retains copyright ownership of the commissioned work and grants the Creator a defined license (exclusive or non-exclusive, for specified uses). The scope of the license (including exclusivity, permitted uses, territory, and duration) must be specified in the Project Agreement.
• Work-for-Hire Model: The parties agree in writing that the commissioned work constitutes a "work made for hire" under 17 U.S.C. § 101, or the Composer executes a copyright assignment agreement, transferring all copyright to the Creator upon full payment. This must be explicitly stated in the Project Agreement using clear, unambiguous language.

In the absence of a written Project Agreement specifying copyright ownership, the Composer retains all copyright in the commissioned work and the Creator receives only a limited, non-exclusive synchronization license for the uses described in the project brief. Compozly is not a party to Project Agreements and accepts no liability for disputes arising from ambiguous or absent ownership terms.

7.3 Payment, Escrow, and Release

(a) Escrow. Upon execution of a Project Agreement, the Creator is required to fund an escrow account through the Platform via Stripe. Escrowed funds are held by Compozly's payment processor and are not accessible by the Composer until the conditions for release described below are met.

(b) Milestone Payments. Escrow may be structured as a single lump sum or milestone-based installments as agreed in the Project Agreement. Compozly recommends a minimum of 50% upfront at project commencement.

(c) Release Triggers. Funds are released to the Composer upon: (i) Creator's written acceptance of the final deliverable; or (ii) the Creator's failure to respond to a completed delivery within seven (7) business days of Composer's submission, which constitutes deemed acceptance; or (iii) resolution of a dispute under Section 7.5 in favor of the Composer.

(d) Compozly Platform Fee. Compozly's Platform Fee (see Section 9.1) is deducted from escrow prior to release of funds to the Composer.

7.4 Revision Policy

Unless the Project Agreement specifies otherwise, all Custom Commissions include two (2) rounds of revisions at no additional charge. A "revision round" means one set of consolidated feedback submitted by the Creator, addressed by the Composer in a revised delivery. Additional revision rounds beyond the included two may be billed by the Composer at their stated revision rate, or as agreed in the Project Agreement.

Revisions must be requested within seven (7) calendar days of each delivery. Requests outside this window may be treated as new work at the Composer's discretion. Requests to change the fundamental creative direction of the project (e.g., changing genre, key, tempo, or instrumentation beyond the original brief) may be treated as out-of-scope changes subject to additional fees.

7.5 Disputes on Custom Commissions

(a) Informal Resolution. In the event of a dispute regarding a Custom Commission, the Composer and Creator must first attempt to resolve the dispute informally via the Platform's messaging system for a period of at least five (5) business days.

(b) Compozly Mediation. If informal resolution fails, either party may escalate the dispute to Compozly by emailing legal@compozly.com with a written description of the dispute and supporting evidence. Compozly will review the dispute and issue a determination within ten (10) business days. Compozly's determination may result in: (i) full payment release to the Composer; (ii) full or partial refund to the Creator; or (iii) a split resolution.

(c) Factors Considered. In evaluating disputes, Compozly will consider: whether the delivered work substantially conforms to the agreed project brief; whether the Creator provided timely, clear, and constructive feedback; whether the Composer completed the included revision rounds in good faith; and any other relevant communications between the parties.

(d) Finality. Compozly's mediation determination is final and binding with respect to the escrow funds held on the Platform. Disputes involving copyright ownership, breach of contract, or amounts exceeding the escrowed funds are subject to the arbitration provisions in Section 18.

7.6 Delivery Standards

Composers are expected to deliver Custom Commissions in the audio format(s) specified in the Project Agreement (minimum WAV 24-bit/48kHz unless otherwise agreed), by the agreed deadline, and in a condition that substantially satisfies the project brief. Chronic failure to meet delivery standards may result in account suspension under Section 14.

8 AI Music Prohibition

8.1 Prohibition. Compozly is a platform exclusively for human-composed music. The use of artificial intelligence music generation tools to create, in whole or in material part, any Marketplace Track or Custom Commission deliverable is strictly prohibited. This prohibition applies regardless of whether the AI-generated content is subsequently edited, arranged, or processed by a human.

8.2 Definition. "AI-generated music" means any audio content for which the melody, harmony, rhythm, or primary musical structure was generated by a machine learning model, generative AI system, or similar automated tool, including but not limited to tools such as Suno, Udio, MusicGen, AIVA, Soundraw, or comparable services.

8.3 Human Authorship Warranty. By uploading a Marketplace Track or delivering a Custom Commission, the Composer warrants that the work was composed and performed exclusively by human authors, and that no AI generation tool was used to create the primary musical content of the submission.

8.4 Enforcement. Compozly reserves the right to investigate suspected violations and to remove content believed to be AI-generated without prior notice. Confirmed violations will result in immediate account suspension and forfeiture of any pending earnings associated with the violating content. Compozly may cooperate with affected Creators to provide remedies, including refunds, at its discretion.

8.5 Reporting. Users who believe a Marketplace Track or delivered commission contains AI-generated content may report the concern to legal@compozly.com. Compozly will investigate all good-faith reports.

9 Earnings, Platform Fees & Payments

9.1 Platform Fee Structure. Compozly retains a Platform Fee on all transactions processed through the Platform. The fee varies by Subscription Plan:

Platform Fees are automatically deducted from transaction proceeds before remittance to the Composer. Compozly reserves the right to modify the Platform Fee structure with thirty (30) days' advance notice to affected Composers.

9.2 Payment Processing. All payments on the Platform are processed by Stripe, Inc. Composers must connect a valid Stripe account to receive earnings. By using the payment features of the Platform, you also agree to Stripe's Terms of Service and Stripe Connect Agreement. Compozly is not responsible for errors, delays, or failures in payment processing attributable to Stripe.

9.3 Currency. All transactions on the Platform are denominated in U.S. Dollars (USD). Compozly is not responsible for currency conversion losses or fees imposed by Composers' or Creators' financial institutions.

9.4 Refunds: Marketplace Tracks. All Marketplace Track purchases are final and non-refundable once the download has been accessed, except where required by applicable law or where Compozly determines in its sole discretion that a refund is warranted (e.g., the track was materially different from its description, or a confirmed technical defect prevented use).

9.5 Minimum Payout. Compozly may establish minimum payout thresholds, which will be communicated through the Composer dashboard. Earnings below the minimum threshold will accumulate until the threshold is reached.

9.6 Chargebacks. If Compozly receives a chargeback from a Creator's financial institution for a transaction on your behalf, you authorize Compozly to deduct the corresponding amount from your pending or future earnings. Repeated chargebacks associated with a Composer's account may result in account review or suspension.

10 Subscriptions & Refunds

10.1 Subscription Plans. Composer accounts may subscribe to the Free, Pro ($5.99/month or $50.30/year), or Maestro ($13.99/month or $117.50/year) plans. Plan features and pricing are described at https://compozly.com/plans and may be updated from time to time. Continued use of the Platform after a pricing change constitutes acceptance of the new pricing.

10.2 Billing. Paid subscriptions are billed in advance on a recurring monthly or annual basis through Stripe. By subscribing, you authorize Compozly to charge your payment method on file for each billing cycle until you cancel.

10.3 Cancellation. You may cancel your subscription at any time through your account dashboard. Cancellation takes effect at the end of your current billing period. You will retain access to paid features until the period ends; no partial-period refunds are issued except as described below.

10.4 Refund Policy.

• Annual subscriptions: A full refund is available within thirty (30) days of the initial purchase date.
• Monthly subscriptions: A full refund is available within five (5) days of the initial purchase date or the most recent renewal date.
• After the applicable refund window, subscription fees are non-refundable.

Refund requests must be submitted to support@compozly.com. Compozly reserves the right to deny refund requests that appear to abuse the refund policy (e.g., repeated subscribe-cancel cycles).

10.5 Plan Downgrades. If you downgrade from a higher-tier plan to a lower-tier plan, your new Platform Fee rate will take effect at the start of your next billing period. Existing Marketplace Track listings will remain active, but features unavailable on the lower tier (e.g., Maestro-exclusive storefront features) will be disabled.

11 Taxes

11.1 Composer Tax Responsibility. Composers are solely responsible for determining, reporting, and remitting all applicable taxes on earnings received through the Platform, including but not limited to income taxes, self-employment taxes, value-added tax (VAT), goods and services tax (GST), and any other taxes imposed by applicable law in their jurisdiction. Compozly does not provide tax advice, and nothing in these Terms constitutes tax advice.

11.2 Tax Reporting. Compozly and/or its payment processors (including Stripe) may be required by applicable law to report earnings or transaction information to tax authorities. In the United States, Stripe may issue Form 1099-K to Composers who meet IRS reporting thresholds. By using the Platform, you acknowledge and consent to such reporting. You are solely responsible for ensuring the accuracy of any tax identification information you provide to Compozly or Stripe.

11.3 Withholding. Compozly reserves the right to withhold applicable taxes from payments to Composers as required by law. If required, Compozly may request your tax identification number, W-9, W-8BEN, or equivalent tax documentation. Failure to provide accurate tax documentation may result in backup withholding or suspension of payouts.

11.4 Creator Tax Responsibility. Creators are solely responsible for all applicable sales taxes, use taxes, or similar transaction taxes imposed on marketplace purchases in their jurisdiction. Compozly may collect and remit sales tax where required by applicable law.

11.5 No Tax Partnership. Nothing in these Terms creates a partnership, joint venture, or employer-employee relationship between Compozly and any User for tax or any other purpose. Composers using the Platform are independent contractors.

12 DMCA & Copyright Infringement

12.1 Safe Harbor. Compozly respects intellectual property rights and expects its Users to do the same. Compozly complies with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, and maintains a policy for responding to notices of alleged copyright infringement.

12.2 Designated Agent. Compozly has registered a Designated Copyright Agent with the U.S. Copyright Office. To submit a DMCA takedown notice or counter-notice, contact:

12.3 Takedown Notices. If you believe that content on the Platform infringes your copyright, submit a written notice to the Designated Agent that includes all of the following:

1. A physical or electronic signature of the copyright owner or authorized agent;
2. Identification of the copyrighted work claimed to be infringed (or a representative list if multiple works);
3. Identification of the allegedly infringing material on the Platform, with sufficient detail for Compozly to locate it (e.g., URL);
4. Your contact information (name, address, telephone number, email address);
5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. A statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

12.4 Counter-Notices. If you believe your content was removed due to a mistake or misidentification, you may submit a counter-notice to the Designated Agent containing: (a) your electronic signature; (b) identification of the removed content and its prior location; (c) a statement under penalty of perjury that you have a good-faith belief the content was removed in error; (d) your name, address, and telephone number; and (e) a statement consenting to jurisdiction in the federal district court for your judicial district.

12.5 Repeat Infringer Policy. In accordance with the DMCA and Compozly's commitment to protecting intellectual property, Compozly will terminate the accounts of Users who are determined to be repeat infringers. A User who receives three (3) or more valid DMCA takedown notices within any twelve-month period will be considered a repeat infringer.

12.6 False Notices. Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that content is infringing, or that content was removed by mistake, may be subject to liability for damages. Compozly reserves the right to seek damages from parties who submit materially false or abusive DMCA notices.

13 Prohibited Conduct

You agree not to engage in any of the following activities on or in connection with the Platform:

• Violating any applicable local, state, national, or international law or regulation;
• Infringing or misappropriating the intellectual property rights of any third party;
• Uploading, posting, or transmitting AI-generated music as described in Section 8;
• Uploading content that is sexually explicit, involves the exploitation of minors, promotes violence, or constitutes hate speech;
• Fraudulently misrepresenting your identity, qualifications, or the nature of your work;
• Manipulating the Platform's search rankings, ratings, or discovery features through artificial means;
• Circumventing, disabling, or otherwise interfering with any security feature of the Platform;
• Using automated bots, scrapers, or other means to access or extract data from the Platform without authorization;
• Attempting to reverse-engineer, decompile, or disassemble any portion of the Platform;
• Transmitting viruses, malware, or other harmful code;
• Harassing, threatening, or intimidating other Users;
• Soliciting Creators or Composers to transact outside the Platform to circumvent Compozly's Platform Fee after initial contact was made through the Platform;
• Creating accounts for the purpose of inflating ratings or reviews;
• Engaging in any activity that imposes an unreasonable or disproportionately large load on the Platform's infrastructure.

14 Account Suspension & Termination

14.1 Termination by Compozly. Compozly may suspend or permanently terminate your account, with or without notice, if: (a) you violate these Terms; (b) your activity poses legal, reputational, or financial risk to Compozly or other Users; (c) you engage in repeated copyright infringement (Section 12.5); (d) you upload confirmed AI-generated content (Section 8.4); or (e) Compozly determines in its reasonable discretion that continued operation of your account is incompatible with the Platform's mission or community standards.

14.2 Effect of Termination. Upon termination: (a) your license to use the Platform immediately ceases; (b) Compozly may delete your account data and User Content, subject to applicable law and Compozly's data retention practices; (c) any pending earnings for completed work will be paid out after deduction of any amounts owed to Compozly; (d) earnings associated with content removed for Terms violations may be forfeited.

14.3 No Re-Registration. If your account has been permanently terminated, you may not create a new account without Compozly's prior written consent.

14.4 Appeals. If you believe your account was terminated in error, you may submit an appeal within thirty (30) days of the termination notice to legal@compozly.com with the subject line "Account Appeal." Compozly will review good-faith appeals and respond within fourteen (14) business days. Appeal decisions are final.

14.5 Termination by User. You may terminate your account at any time by contacting Compozly support. Subscription fees paid for the current billing period are non-refundable upon voluntary termination, except as described in Section 10.4.

14.6 Survival. Sections 5 (Content & IP), 6 (Marketplace Licensing), 7 (Custom Commissions, with respect to completed projects), 9 (Earnings and Payments), 11 (Taxes), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 18 (Dispute Resolution), and 19 (General Provisions) survive any termination of these Terms.

15 Disclaimers

15.1 "As Is" Basis. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPOZLY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15.2 No Guarantee of Results. Compozly does not warrant that the Platform will meet your requirements, operate uninterrupted or error-free, or produce any particular business, creative, or financial outcome. The Platform is a tool; results depend on factors outside Compozly's control.

15.3 Third-Party Services. The Platform may integrate with third-party services, including Stripe, Google Sign-In, and others. Compozly does not warrant the availability, accuracy, or reliability of third-party services and is not responsible for any losses arising from your use of them.

15.4 User Content. Compozly does not endorse, verify, or take responsibility for the accuracy, quality, originality, or legality of User Content uploaded to the Platform. Compozly's review of content prior to publication is not a guarantee of compliance with these Terms or applicable law.

15.5 No Legal, Financial, or Tax Advice. Nothing on the Platform, in these Terms, or in Compozly's communications constitutes legal, financial, tax, or business advice. You should seek independent professional advice for matters of this nature.

16 Limitation of Liability

16.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPOZLY LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF COMPOZLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPOZLY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU PAID TO COMPOZLY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

16.3 Basis of the Bargain. You acknowledge that Compozly has set its fees and entered into these Terms in reliance upon the limitations of liability and disclaimers set forth herein, and that these limitations reflect a reasonable allocation of risk.

16.4 Essential Failures. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Compozly's liability is limited to the fullest extent permitted by applicable law.

17 Indemnification

17.1 Your Indemnification Obligation. You agree to indemnify, defend, and hold harmless Compozly LLC and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Platform in violation of these Terms;
• Your User Content, including any claim that your User Content infringes the intellectual property rights, moral rights, or other rights of any third party;
• Any Custom Commission project you initiate, including disputes arising from Project Agreements to which Compozly is not a party;
• Your misrepresentation of your identity, rights, or the nature of your work;
• Your violation of any applicable law or regulation;
• Any claim that a Marketplace Track you licensed contains unauthorized samples, cover material, or AI-generated content.

17.2 Compozly's Right to Control Defense. Compozly reserves the right, at its own expense, to assume exclusive control over the defense of any matter subject to indemnification by you. You agree to cooperate with Compozly's defense of such claims. You will not settle any claim that imposes any obligation or liability on Compozly without Compozly's prior written consent.

18 Dispute Resolution

18.1 Informal Resolution First. Before initiating any formal dispute process, the parties agree to attempt to resolve disputes informally. You must email Compozly at legal@compozly.com describing your claim and the relief sought. Compozly will make a good-faith effort to resolve the dispute within thirty (30) days of receipt. This informal process is a prerequisite to arbitration.

18.2 Mandatory Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (including questions of arbitrability, the scope of this clause, and the enforceability of these Terms) will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except as modified herein. The arbitration will be conducted by a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

18.3 Location and Format. Arbitration will be conducted remotely (by videoconference or document submission) where possible, or in Wilmington, Delaware if in-person proceedings are required. For claims under $25,000, you may elect to conduct the arbitration based solely on written submissions.

18.4 Class Action Waiver. YOU AND COMPOZLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. If this class action waiver is found to be unenforceable, the entire arbitration provision in Section 18.2 will be null and void.

18.5 Small Claims Exception. Notwithstanding the above, either party may bring an individual action in small claims court for disputes that qualify under that court's jurisdictional limits, provided the claim remains in small claims court and is not removed or appealed to a court of general jurisdiction.

18.6 Injunctive Relief. Nothing in this Section prevents either party from seeking emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

18.7 Governing Law. These Terms and any disputes arising hereunder are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For any proceedings not subject to arbitration, you consent to personal jurisdiction in the state and federal courts located in Wilmington, Delaware.

18.8 Time Limitation. Any claim or cause of action arising out of or related to these Terms must be filed within one (1) year after the claim arose, or it will be permanently barred.

19 General Provisions

19.1 Modifications to Terms. Compozly may update these Terms from time to time. When changes are material, Compozly will provide at least thirty (30) days' advance notice via email to the address associated with your account, or by posting a prominent notice on the Platform. Your continued use of the Platform after the effective date of the revised Terms constitutes acceptance. If you disagree with the changes, your sole remedy is to stop using the Platform and terminate your account.

19.2 Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Compozly concerning the Platform and supersede all prior agreements, representations, and understandings. Project Agreements between Composers and Creators are separate contracts to which Compozly is not a party.

19.3 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

19.4 Waiver. Compozly's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. A waiver of any term will only be effective if made in writing and signed by an authorized representative of Compozly.

19.5 Assignment. You may not assign or transfer any rights or obligations under these Terms without Compozly's prior written consent. Compozly may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Compozly's assets, without your consent.

19.6 Force Majeure. Compozly will not be liable for any failure or delay in performance arising out of causes beyond Compozly's reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, governmental actions, power failures, or internet service disruptions.

19.7 Independent Contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Compozly. Composers are independent contractors, not employees or agents of Compozly.

19.8 No Third-Party Beneficiaries. These Terms do not confer any rights or remedies on any third party except as expressly stated herein.

19.9 Headings. Section headings are for reference purposes only and do not affect the interpretation of these Terms.

19.10 Language. The authoritative version of these Terms is in English. Translations, if provided, are for convenience only; the English version controls in the event of any conflict.

20 Contact Information

If you have questions about these Terms, wish to report a violation, or need to reach Compozly's legal team, please contact:

These Terms were last updated on May 19, 2026 (Version 5.0). Prior versions are available upon request.