SoundSeam Terms of Service

To access certain features of the Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain the security of your account credentials and notify us immediately of any unauthorized use at sounds@soundseam.com.
• Update your account information to keep it accurate.

You are responsible for all activities under your account. We reserve the right to suspend or terminate your account if we suspect fraudulent activity, violation of these Terms, or other misuse.

2.1 User Content

You may upload, post, or share music files, beats, samples, stems, metadata, or other materials (“User Content”) through the Services. You represent and warrant that:

• You own or have the necessary rights, licenses, or clearances to upload, license, and sell your User Content, including any third-party samples, vocals, or copyrighted material.
• Your User Content does not infringe on the intellectual property, privacy, or other rights of any third party.
• Your User Content complies with all applicable laws, these Terms, and industry standards (e.g., proper clearance of samples or loops).
• You have obtained all necessary permissions for any third-party contributions (e.g., co-producers, vocalists) included in your User Content.

When you publish an upload, you must expressly confirm these rights and disclose whether the upload contains third-party samples. We retain that attestation and the disclosure supplied with the upload as evidence of the publication decision. A disclosure does not itself grant permission or clearance.

2.2 License to SoundSeam

By uploading User Content, you grant SoundSeam a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, modify (e.g., for formatting or creating previews), distribute, perform, and display your User Content solely to provide, operate, and promote the Services (e.g., showcasing beats in your store, creating promotional previews, or marketing the platform). This license terminates when you delete your User Content or account, except for backups, promotional materials already in use, or legal obligations.

2.3 SoundSeam’s Intellectual Property

The Services, including all software, designs, trademarks, and content (excluding User Content), are owned by SoundSeam or its licensors and are protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or reverse-engineer any part of the Services without our prior written consent.

2.4 Copyright notices and counter-notices

We review copyright complaints and counter-notices under our Copyright Policy. We may temporarily disable access to disputed content while preserving the upload and review evidence. Disabling is reversible and does not, by itself, decide ownership. Permanent deletion and account enforcement require a separate human decision.

3.1 Payments

If you sell beats or services, you must complete the payout setup made available through SoundSeam, as outlined in our Connected Account Agreement. Whop is currently the primary provider for marketplace checkout and connected-account payouts. A legacy payment provider may apply only where SoundSeam expressly offers that method. You must provide accurate payment, identity, and tax information and comply with the applicable provider terms.

3.2 Fees

SoundSeam charges a 5% platform fee for free plan users and 0% for Pro plan users, as disclosed in our pricing documentation. You are responsible for any additional fees imposed by payment processors (e.g., transfer or currency conversion fees). Fees are deducted before payouts are distributed.

3.3 Refunds and Disputes

Refund eligibility is governed by the refund policy disclosed on the applicable storefront or checkout, the licence agreement, payment-provider rules, and mandatory consumer law. Producers are responsible for product support and must cooperate with refund and dispute reviews. SoundSeam may administer or mediate refunds and disputes through the applicable payment provider.

You agree to use the Services in compliance with all applicable laws and these Terms. You will not:

• Upload or share User Content that is unlawful, defamatory, obscene, or infringing.
• Engage in fraudulent activities, such as misrepresenting ownership of beats or manipulating sales data.
• Use the Services to distribute malware, spam, or other harmful content.
• Attempt to bypass security measures, hack, or interfere with the Services.
• Harass, threaten, or impersonate other users or SoundSeam staff.
• Use automated tools (e.g., bots, scrapers) to access or extract data from the Services without permission.
• Sell or distribute beats without proper copyright clearance or licensing rights.

Violation of these rules may result in account suspension, termination, or legal action.

5.1 License Types

When selling beats, you may offer non-exclusive or exclusive licenses, as defined by your license agreements. You are responsible for setting clear terms, including usage rights, royalty splits, and restrictions (e.g., commercial use, streaming limits). SoundSeam provides tools to generate PDF license agreements, but you must ensure their legal enforceability.

5.2 Copyright and Clearance

You represent and warrant that all beats and User Content are free of third-party claims, including uncleared samples, vocals, or copyrighted material, unless explicitly authorized. You are solely responsible for obtaining sample clearances, mechanical licenses, or permissions for any third-party content included in your beats.

5.3 Royalties and Revenue Sharing

You are responsible for distributing any royalties or revenue shares owed to co-producers, vocalists, or other contributors to your beats, as agreed in your contracts with them. SoundSeam is not responsible for managing or enforcing these agreements but may withhold payouts in cases of suspected fraud or disputes, pending resolution.

5.4 Stem Delivery

If you offer stems (individual audio tracks) for your beats, you must deliver them to buyers within 48 hours of purchase, unless otherwise specified in your license terms. Failure to deliver stems may result in refunds or account penalties.

5.5 Tagging Requirements

You may add an audible producer tag (for example, “Produced by [Your Name]”) to free or preview versions as a deterrent to unauthorized use. If you choose not to add a tag, SoundSeam may use the uploaded master as the public preview. Purchased files and any tagged or untagged versions are provided according to the applicable licence terms.

5.6 Promotional Use by Buyers

Buyers of non-exclusive licenses may use your beats for promotional purposes (e.g., social media, demos) without additional fees, unless restricted by your license terms. Exclusive license buyers receive full rights as defined in your agreement, and you may not resell the same beat under an exclusive license to another party.

5.7 SoundSeam’s Role

SoundSeam operates the marketplace and provides checkout, delivery, licence-generation, payout, and analytics tools. The producer remains responsible for the product, the accuracy of the listing, and the rights granted in the producer's licence agreement. SoundSeam may administer transactions, delivery, refunds, disputes, or risk controls as described in these Terms and the Connected Account Agreement.

When you sell beats, you set the license terms (e.g., exclusive, non-exclusive) for buyers. You are responsible for:

• Ensuring your license terms are clear, enforceable, and compliant with applicable laws.
• Providing buyers with auto-generated PDF licenses, as facilitated by the Services.
• Resolving any disputes arising from license agreements directly with buyers.

The producer is the licensor under the producer's licence agreement. SoundSeam provides the marketplace and may administer checkout, delivery, transaction records, refunds, disputes, and payouts through its payment providers.

You may terminate your account at any time through the available account controls or by contacting us at sounds@soundseam.com. Access may end after termination, but transaction, licence, payout, refund, dispute, fraud-prevention, security, and legal records may be retained as described in our Privacy Policy. Valid unpaid obligations remain subject to the Connected Account Agreement and applicable provider holds or adjustments.

SoundSeam may suspend or terminate your account or access to the Services at our discretion, with or without notice, for reasons including:

• Violation of these Terms or other policies.
• Fraudulent or illegal activity.
• Harm to SoundSeam, other users, or the public.
• Failure to resolve copyright or licensing disputes.
• Repeated substantiated copyright infringement after human review, taking account of counter-notices and reversed strikes.

Sections of these Terms that by their nature should survive termination (e.g., intellectual property, disclaimers, limitation of liability) will remain in effect.

The Services are provided “as is” and “as available” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. SoundSeam does not warrant that:

• The Services will be uninterrupted, error-free, or secure.
• User Content or transactions will meet your expectations.
• Third-party services, including checkout, payout, storage, or authentication providers, will perform without issues.
• Beats or licenses sold through the Services are free of third-party claims.

You use the Services at your own risk, and SoundSeam is not responsible for the actions or content of other users.

To the fullest extent permitted by law, SoundSeam, its affiliates, officers, directors, employees, or agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising from or related to your use of the Services, even if advised of the possibility of such damages.

Our total liability for any claim arising from these Terms or the Services will not exceed the greater of $100 or the amount you paid us in the 12 months preceding the claim. Some jurisdictions do not allow the exclusion or limitation of liability, so these limits may not apply to you.

You agree to indemnify, defend, and hold harmless SoundSeam, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising from:

• Your User Content or use of the Services.
• Your violation of these Terms or applicable laws.
• Your infringement of any third-party rights, including intellectual property rights.
• Disputes between you and other users or buyers, including copyright or licensing disputes.

11.1 Governing Law

These Terms are governed by the laws of Québec and the federal laws of Canada applicable there, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Dispute Resolution

Subject to any mandatory rights available where you live, disputes arising from these Terms or the Services will be brought before the courts of Québec sitting in Montréal, Québec. Before filing a claim, you and SoundSeam should first try in good faith to resolve the issue by contacting sounds@soundseam.com.

Nothing in these Terms limits non-waivable consumer, privacy, employment, intellectual-property, or other rights provided by applicable law.

We may update these Terms to reflect changes in our Services or legal requirements. If changes are material, we will notify you via email, through the Services, or by updating the “Last Updated” date. Continued use of the Services after changes constitutes acceptance of the updated Terms.

13.1 Entire Agreement

These Terms, along with our Privacy Policy, Copyright Policy, and Connected Account Agreement, constitute the entire agreement between you and SoundSeam regarding the Services.

13.2 Severability

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

13.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other rights.

13.4 Assignment

You may not assign these Terms without our prior written consent. SoundSeam may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.5 Force Majeure

SoundSeam will not be liable for any delay or failure to perform due to causes beyond our reasonable control, such as natural disasters, wars, or technical outages.

For questions or concerns about these Terms or the Services, contact us at:

SoundSeam Technologies Inc.
Email: sounds@soundseam.com