Soundza Terms of Service

You must be at least 13 years old to use the Service. If you are under the age of majority in your jurisdiction, you may only use the Service under the supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. By using the Service, you represent that you meet these requirements and that you have the legal capacity to enter into a binding contract.

• You do not need an account to browse or download Sounds, subject to any download limits we impose on unauthenticated or free-tier users. Once you reach a download limit, you will be required to create a free account to continue downloading.
• You must register for an account to upload Sounds, purchase paid Sounds, receive payouts as a creator, or access certain features we may designate as account-only.
• You agree to provide accurate, current information and to keep it updated.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately of any unauthorized use.
• One account per person or entity unless we approve otherwise. We may suspend or terminate accounts that violate these Terms, as described in Section 13.

Soundza is a marketplace and hosting platform where users can browse, download, license, and purchase Sounds. Sounds on the Service may be uploaded by individual creators or made available by Soundza. All Sounds are subject to the licensing terms described in Section 5 and the applicable license displayed on each Sound’s detail page.

Soundza is not a party to the underlying license agreement between a creator and a buyer or downloader except as expressly set out in these Terms (including Section 5), and we do not guarantee the availability, quality, accuracy, or legality of any Sound.

• You retain ownership of the copyright in Sounds you upload (“Your Content”). Uploading does not transfer ownership to the Company — it grants the licenses described in Section 5.
• You represent and warrant that: (a) you own Your Content or have all necessary rights, licenses, consents, and clearances to upload, license, and distribute it through the Service (including clearance for any samples, stems, or elements embedded within it); (b) Your Content does not infringe or misappropriate any third party’s copyright, trademark, right of publicity, or other rights; and (c) Your Content complies with Section 9 (Prohibited conduct and content).
• You are solely responsible for Your Content and for the accuracy of any licensing terms, tags, and pricing you attach to it.

• Prices for paid Sounds are set by creators and displayed at the point of purchase, inclusive or exclusive of applicable taxes as indicated.
• Payments are processed by our third-party payment processor(s), such as Stripe. By making a purchase, you agree to that processor’s applicable terms.
• The Company retains a commission or service fee on paid transactions as disclosed in our then-current fee schedule; the remainder is payable to the creator via our payout processor, subject to any applicable minimum payout thresholds and identity or tax verification (for example, Form W-9 or W-8) requirements.
• Creators are solely responsible for determining and remitting any taxes owed on their earnings. The Company may be required to report payouts to tax authorities as required by law.

All purchases of Sounds are final. Because digital content can be copied immediately upon download, we do not offer refunds or exchanges except where required by applicable law or, at our sole discretion, in cases of demonstrable technical failure (for example, a corrupted or duplicate-charged download).

Soundza may allow unauthenticated users (visitors without an account) to browse and download a limited number of free Sounds without creating an account. We reserve the right to set, change, or remove download limits for unauthenticated users, free-account holders, and paid subscribers at any time and in our sole discretion. Once a download limit is reached, you may be required to create an account, upgrade to a paid plan, or wait before downloading additional Sounds.

You agree not to, and not to permit others using your account to:

• Upload any Sound you do not have the rights to distribute, including uncleared samples, stems extracted from copyrighted commercial recordings, or content generated in violation of a third party’s terms of service.
• Upload content that is unlawful, defamatory, obscene, harassing, hateful, or that infringes any intellectual property, privacy, or publicity right.
• Misrepresent your identity, impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Circumvent, disable, or interfere with security features, download limits, authentication gates, or content-protection measures of the Service.
• Use any automated means — including bots, scrapers, crawlers, spiders, data miners, automated scripts, browser extensions, or similar tools — to access, index, scrape, download, harvest, or extract any content, data, metadata, audio files, user information, or other materials from the Service, whether for commercial or non-commercial purposes. This prohibition applies regardless of whether the means used are “read-only” and regardless of whether a robots.txt or similar file is present. Violation of this provision may result in immediate and permanent account termination, IP blocking, and legal action.
• Use Sounds obtained through the Service to train or develop artificial intelligence or machine-learning models, except as expressly permitted by the applicable license.
• Resell, sublicense, or redistribute Sounds as standalone audio files, in sample packs, or in competing marketplaces, except as expressly permitted by the applicable license.
• Upload malware or engage in any activity that disrupts or burdens the Service’s infrastructure.
• Attempt to reverse-engineer, decompile, or disassemble any part of the Service’s software or infrastructure.

We respect intellectual property rights and respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”) and other applicable law.

• Notice: If you believe content on the Service infringes your copyright, submit a written notice containing the information required under 17 U.S.C. § 512(c)(3) to our designated agent:
  Orange Lake, LLC
  c/o Northwest Registered Agent, Inc.
  2108 N St STE N
  Sacramento, CA 95816, USA
  dmca@soundza.com
  (408) 721-2042
• Counter-notice: A user whose content is removed may submit a counter-notice meeting the requirements of 17 U.S.C. § 512(g).
• Repeat infringers: We maintain a policy of terminating, in appropriate circumstances, accounts of users who are repeat infringers.

The Service, including its software, design, text, graphics, logos, and the “Soundza” name and marks (excluding user-uploaded Sounds and other user content), is owned by the Company or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose, subject to these Terms. No other rights are granted.

The Service may contain links to or integrations with third-party websites, payment processors, or services that we do not control. We are not responsible for the content, policies, or practices of any third party. Your use of third-party services is subject to their own terms.

• You may stop using the Service and delete your account at any time, subject to Section 5 (licenses already granted survive termination) and Section 7 (no refunds).
• We may suspend or terminate your access to the Service, in whole or in part, at any time and without notice, for violation of these Terms, suspected fraudulent or unlawful activity, extended inactivity, or as we determine necessary to protect the Service or other users.
• Sections that by their nature should survive termination (including Sections 5, 6, and 10 through 19) will survive.

THE SERVICE AND ALL CONTENT, INCLUDING SOUNDS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THE ACCURACY, LEGALITY, OR QUALITY OF ANY USER-UPLOADED CONTENT, INCLUDING THAT SOUNDS ARE FREE OF INFRINGING OR UNCLEARED MATERIAL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORANGE LAKE, LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND REQUIRES YOU TO ARBITRATE DISPUTES WITH SOUNDZA ON AN INDIVIDUAL BASIS.

• Agreement to arbitrate:You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding, individual arbitration administered by the American Arbitration Association (“AAA”) under its rules then in effect, rather than in court, except that either party may bring an individual claim in small claims court.
• Class action waiver: You and the Company agree that any arbitration or proceeding will be conducted only on an individual basis and not as a class, collective, consolidated, or representative action.
• Opt-out: You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to admin@soundza.com with your name and a clear statement that you wish to opt out of arbitration.
• Exceptions: Either party may seek injunctive or other equitable relief to protect its intellectual property rights in a court of competent jurisdiction.

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles, except as otherwise required by the Federal Arbitration Act with respect to Section 16. For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in California.

We may modify these Terms from time to time. If we make material changes, we will provide notice (such as posting an updated “Effective Date” and, where appropriate, direct notice). Continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service.

• Entire agreement: These Terms, together with our Privacy Policy, the Soundza Standard License, and any other policies referenced herein, constitute the entire agreement between you and the Company regarding the Service.
• Severability: If any provision is found unenforceable, the remaining provisions will remain in full effect.
• No waiver: Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment: You may not assign these Terms without our consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: We are not liable for delays or failures due to causes beyond our reasonable control.