Terms of Service

Definitions

Company

NoiseBox Media LLC, a Wyoming limited liability company, and its successors and assigns.

Service

The NoiseBox website, applications, and related services operated by the Company.

Seller

A user who lists, offers, or sells Items through the Service.

Customer

A user who browses, streams, or purchases Items through the Service.

Items

The digital audio (including tracks and sets or albums), collectibles (physical merchandise), and bundles (collections of collectibles and tracks or sets) offered through the Service.

Content

Any text, audio, images, or other materials uploaded, posted, or otherwise made available on the Service.

Fees

The fees charged to Sellers by the Company in connection with sales made through the Service.

Third-Party Payment Provider

The payment processor or processors through which transactions on the Service are conducted.

Acceptable Use Policy

The Acceptable Use Policy published on the Service, which forms part of these Terms.

1. The Service

The Service is a marketplace where musicians and other creators can offer and sell Items. Customers may browse, stream, and purchase Items directly from the Sellers who list them. The Company hosts the marketplace and provides related tools, but the Items available on the Service are provided by the Sellers who list them, not by the Company, except where the Company itself acts as a Seller.

2. Accounts and Eligibility

To use certain features of the Service, including listing or purchasing Items, you may need to create an account. You agree to provide accurate and current information, to keep your login credentials secure, and to accept responsibility for all activity that occurs under your account. You must be at least 16 years old to use the Service or make a purchase. You must be at least 18 years old, or the age of majority in your jurisdiction if that is higher, to list or sell Items, because Sellers accept payments through a Third-Party Payment Provider.

3. Seller Terms, Fees, and Payment Providers

3.1 Merchant of Record and Independent Status

Each Seller is the merchant of record for the Items they list. When a Customer makes a purchase, the Customer is purchasing directly from the Seller, not from the Company. The Company does not collect payments and then separately transfer funds to Seller accounts; instead, the Seller receives the purchase proceeds, and the Company takes a cut of each sale as its Fees.

Nothing in these Terms creates any agency, partnership, joint venture, franchise, or employment relationship between you and the Company. Sellers are independent of the Company and have no authority to make any commitment on the Company's behalf. The Company is not the merchant of record for Items listed by Sellers, and is not a party to the contract of sale between a Seller and a Customer.

3.2 Company Fees

Sellers agree to pay the Company's Fees by using the Service. Fees are variable and may change at any time, in the Company's sole discretion. Sellers are responsible for reviewing the Fees applicable to each sale.

The Company's Fees are separate from, and in addition to, any fee charged by a Third-Party Payment Provider. The fees described in sections 3.5 and 3.6 are charged by the provider under its own agreement with the Seller, and the Company neither sets nor receives them.

3.3 Seller Responsibilities

Sellers are solely responsible for the Items they list, including their accuracy, quality, licensing, delivery, and any applicable taxes. The Company does not guarantee the availability, quality, or delivery of any Item listed by a Seller.

Sellers must also comply with the Acceptable Use Policy, which is incorporated into these Terms by reference and forms part of them. A breach of the Acceptable Use Policy is a breach of these Terms.

3.4 Payment Providers

Sellers who wish to accept transactions through the Service must read, accept, and comply with the terms of service of the applicable Third-Party Payment Provider, and must complete and maintain that provider's onboarding process. The relationship between a Seller and a Third-Party Payment Provider is the Seller's own, and the Company is not a party to it and is not responsible for the actions or requirements of any provider.

A Seller must not list or sell anything that the applicable Third-Party Payment Provider prohibits or restricts, even where these Terms and the Acceptable Use Policy do not name it. Where the provider's rules are stricter, the provider's rules apply.

If a Third-Party Payment Provider suspends, limits, closes, or revokes a Seller's account, withdraws a consent granted to the Company, or declines to process a transaction, that is a matter between the Seller and the provider. The Company has no control over those decisions and no obligation to resolve them, and may delist or hide Items that can no longer be paid for.

Because the Seller is the merchant of record, the Seller bears any chargeback, reversal, claim, or dispute raised through a Third-Party Payment Provider, together with any fee the provider charges in connection with it. Fees already earned by the Company on a sale are not refunded where the transaction is later reversed.

3.5 PayPal

PayPal is a Third-Party Payment Provider available for accepting payments on the Service. A Seller who connects a PayPal account enters into an agreement directly with PayPal, not through the Company, and is bound by PayPal's user agreement and by any seller, merchant, or platform agreement PayPal requires. Those agreements are between the Seller and PayPal, and the Company is not a party to them.

The Seller must complete and maintain PayPal's onboarding, identity, and business verification requirements, must keep the information PayPal holds accurate and current, and must keep the account in good standing and connected to the Service. The Company may hide or delist a Seller's Items for as long as the Seller's PayPal account is not able to accept payments.

PayPal charges its own transaction, cross-border, and currency conversion fees, which are deducted from the Seller's proceeds. Those fees are set by PayPal under its agreement with the Seller. They are not the Company's Fees under section 3.2, and the Company does not set, collect, or refund them.

PayPal's acceptable use policy, restricted activities, and prohibited goods rules apply to the Seller in addition to these Terms and the Acceptable Use Policy. Where PayPal's rules are stricter, PayPal's rules control.

Buyer claims, chargebacks, and disputes relating to a PayPal transaction are handled through PayPal's own resolution process. The Seller is responsible for responding within PayPal's deadlines, for providing the evidence PayPal requires, and for the outcome, including any dispute or chargeback fee PayPal charges. The Company is not a party to that process and cannot reverse, appeal, or influence a decision PayPal makes.

If PayPal limits, holds, or closes a Seller's account, or if the Seller withdraws the permissions granted to the Company, the Company is unable to process that Seller's sales and may suspend the Seller's listings until the account is restored.

3.6 Stripe

Stripe is a Third-Party Payment Provider available for accepting card payments on the Service. A Seller who connects a Stripe account enters into an agreement directly with Stripe, not through the Company, and is bound by Stripe's Services Agreement and by the Connected Account Agreement that applies to the account, together with any other terms Stripe requires. Those agreements are between the Seller and Stripe, and the Company is not a party to them.

The Seller must complete and maintain Stripe's onboarding, identity, and business verification requirements, must keep the information Stripe holds accurate and current, and must keep the account in good standing and connected to the Service. The Company may hide or delist a Seller's Items for as long as the Seller's Stripe account is not able to accept payments.

Stripe holds the Seller's proceeds and is responsible for paying them out to the Seller's bank account. Stripe charges its own transaction, cross-border, currency conversion, and account fees, which are deducted from the Seller's proceeds. Those fees are set by Stripe under its agreement with the Seller. They are not the Company's Fees under section 3.2, and the Company does not set, collect, or refund them. Any amount a Seller owes to Stripe, including a negative balance on the Seller's account, is owed to Stripe and is the Seller's responsibility.

Stripe's services agreement, its prohibited and restricted business rules, and its acceptable use requirements apply to the Seller in addition to these Terms and the Acceptable Use Policy. Where Stripe's rules are stricter, Stripe's rules control.

Buyer claims, chargebacks, and disputes relating to a Stripe transaction are handled through Stripe's own resolution process, and the Seller, as the merchant of record, is the party to them. The Seller is responsible for responding within Stripe's deadlines, for providing the evidence Stripe requires, and for the outcome, including any dispute or chargeback fee Stripe charges. The Company is not a party to that process and cannot reverse, appeal, or influence a decision Stripe makes.

If Stripe limits, holds, or closes a Seller's account, if a Seller's account can no longer receive payments, or if Stripe withdraws the access the Company relies on to process payments on the Service, the Company is unable to process that Seller's sales and may suspend the Seller's listings until the account is restored.

4. Purchases, Payments, and Refunds

4.1 Pricing and Currency

Prices are set by Sellers and displayed on the Service. Currency conversion is provided as a convenience only; converted amounts are estimates, and the actual price charged at the time of purchase may differ from a displayed conversion. Customers are responsible for reviewing the price, including any applicable taxes and fees, before completing a purchase.

4.2 Digital Items

Sales of digital Items, including tracks and sets, are presumed final once the Customer has been given access to the download.

4.3 Collectibles and Bundles

Refunds and exchanges on collectibles, and on the physical portion of a bundle, are granted at the Seller's sole discretion. A Seller who advertises a refund, return, or exchange policy must honor it.

4.4 Problems with an Order

Where a Customer receives a product that is damaged or defective, is not as described, or does not arrive, the Customer must contact the Seller directly. The Seller must respond to the Customer and make a good faith effort to resolve the matter.

4.5 Escalation to the Company

If a dispute between a Customer and a Seller cannot be resolved directly between them, either party may escalate it to the Company. The Company may step in to mediate, and may take whatever action it considers appropriate to put the matter right, including removing a listing, or suspending or terminating an account. Both parties must cooperate with any such review and provide the information the Company reasonably requests. Escalation does not guarantee a particular outcome.

4.6 Communications Between Customers and Sellers

Communications between a Customer and a Seller are ephemeral and persist only for 60 days after an order is placed. These communications are not private, and neither Customers nor Sellers should divulge personal information beyond what is related to a transaction.

5. Ownership and Content Rights

5.1 You Retain Ownership

You retain ownership of the Content you upload to the Service. Uploading Content, or selling an Item through the Service, transfers no ownership to the Company. You keep the copyright and every other right you hold in your recordings, compositions, artwork, artist name, and listing text, and the Company acquires no ownership interest in them by hosting, displaying, transcoding, or selling them on your behalf.

5.2 License You Grant the Company

By uploading, posting, or otherwise making Content available on the Service, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, encode, distribute, modify, adapt, publicly perform, and display that Content for the purpose of operating, promoting, and improving the Service, and to make that Content available to other users as contemplated by the Service.

This license exists so that the Service can function. It is not a transfer of ownership and does not permit the Company to sell, license, or otherwise exploit your Content outside the operation and promotion of the Service.

5.3 Processing and Sublicensing

The rights to modify and adapt Content granted in section 5.2 are the rights the Company needs to prepare and deliver your Content. They cover transcoding audio to other formats and bitrates, generating previews, clips, waveforms, and thumbnails, resizing and cropping images, and creating the copies required for streaming, download, and backup.

The Company may sublicense these rights to the hosting, storage, transcoding, content delivery, and other service providers it uses to run the Service, solely so that those providers can deliver the Service. The Company does not otherwise sublicense your Content.

5.4 Promotional Use

The Company may use your Content, artist name, and artwork to promote the Service and the Items listed on it, including on storefront and search pages, in editorial and curated placements, in email, and on the Company's social media accounts. This use is limited to promoting the Service and your listings on it.

5.5 What a Customer Receives on Purchase

Purchasing a digital Item grants the Customer a personal, non-exclusive, non-transferable license to download, retain, and privately listen to that Item. It transfers no copyright and no ownership in the underlying recording or composition.

A Customer may not resell, redistribute, share, publish, broadcast, sublicense, or upload a purchased Item elsewhere, and receives no synchronization, public performance, sampling, remix, derivative work, or artificial intelligence training rights, unless the Seller grants those rights separately and in writing.

Collectibles are physical goods. A Customer who buys a collectible owns that object, but acquires no rights in the artwork, recording, or other Content reproduced on or included with it.

A Customer's license survives an Item being delisted, a Seller leaving the Service, and the termination of a Seller's account. The Company does not guarantee that download links or files will remain available indefinitely, and Customers should retain their own copies of what they purchase.

5.6 Company Materials

The Service itself, including its software, design, layout, text, and the NoiseBox name and logos, is the property of the Company and its licensors. These Terms grant you no right to copy, scrape, reproduce, modify, or reuse those materials, and no right to use the Company's name or logos except to refer to the Service.

5.7 Feedback

If you send the Company suggestions, ideas, or other feedback about the Service, the Company may use them without restriction, obligation, or compensation to you.

5.8 Your Representations

You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to upload the Content and to grant the license above, and that your Content does not infringe the rights of any third party. This includes all rights in any samples, recordings, compositions, and artwork contained in your Content.

Sellers further represent and warrant that they hold the rights needed to grant both the license to the Company in section 5.2 and the license to Customers in section 5.5 for every Item they list.

5.9 Removal, Termination, and Survival

The Company may remove Content under section 9 or section 12. You may also remove your own Content from the Service. Removal ends the license granted in section 5.2 going forward.

That license survives removal and any termination of your account to the extent necessary for the Company to fulfill purchases already made, to honor the Customer licenses granted under section 5.5, and to retain backups and transaction records as required for its records or by law.

6. Content Rules

6.1 Rights You Must Hold

You may not upload, post, or share Content that you do not have the rights to use. As on other music platforms, submitting copyrighted material that does not belong to you is prohibited. You are responsible for clearing all rights, including any samples, recordings, and compositions, in the Content you submit.

6.2 Prohibited Content and Conduct

You may not use the Service to upload, post, or share Content that is unlawful, fraudulent, or that promotes hatred, discrimination, sexism, persecution, or violence against individuals or groups. You may not use the Service to harass, abuse, defraud, or deceive others, or to engage in any activity that is malicious or dishonest.

6.3 Acceptable Use Policy

The Acceptable Use Policy sets out in detail the Content, goods, and conduct that are prohibited on the Service, and applies in addition to this section.

7. AI-Generated Content and Labeling

7.1 Seller Disclosure

Sellers must tell the Company, at the time of listing, where an Item was created in whole or in part using generative artificial intelligence tools, and must keep that disclosure accurate and current. The Seller is responsible for the accuracy of what they disclose, and an inaccurate disclosure is a breach of these Terms.

7.2 Flagging and Labeling

The Company may use automated systems, together with Seller disclosures and reports from users, to identify Content that appears to have been generated by artificial intelligence, and may label such Items on the Service so that Customers can see that information before they buy. The Company may add, change, or remove a label at any time, and may ask a Seller for information about how an Item was made.

7.3 Limits of Detection

Detection of this kind is imperfect. The Company cannot reasonably determine whether artificial intelligence was used to produce any particular sample, stem, or other element within a track, and the tools used to make and to detect such Content change continually.

The Company therefore does not guarantee that AI-generated Content will always be detected, that every Item that ought to carry a label does carry one, or that any label on the Service is accurate, complete, or current. The absence of a label is not a statement by the Company that no artificial intelligence was involved in an Item, and Customers should not treat it as one.

7.4 Reliance and Reports

Labels are provided for information only. They are not a warranty or representation by the Company about any Item, and, to the fullest extent permitted by law, the Company is not liable for a missing, incorrect, or delayed label. A Customer who believes an Item is labeled incorrectly may report it to the Company, and a Customer who is dissatisfied with an Item may raise the matter under section 4.

The Acceptable Use Policy sets out further detail on how the Company treats AI-generated Content, and applies in addition to this section.

8. Scraping, Automated Access, and AI Training

8.1 Automated Access

You may not scrape, crawl, spider, harvest, index, bulk download, or otherwise collect Content or data from the Service by automated means, except by a method the Company publicly documents for that purpose or, in the case of a search engine, in accordance with the instructions the Service publishes for automated crawlers. You may not circumvent any rate limit, access control, or other technical measure the Company uses to restrict access to the Service or to Content.

8.2 Artificial Intelligence Training

Content on the Service may not be used to train, fine-tune, evaluate, or otherwise develop any artificial intelligence or machine learning model, and may not be included in or used to build any dataset, corpus, or index compiled for that purpose. This applies however the Content was obtained, whether by browsing or streaming the Service, by downloading an Item after purchase, or from any third party.

Nothing in these Terms, and no purchase made through the Service, grants any right to use Content for the purposes described in this section. As set out in section 5.5, a Customer receives no artificial intelligence training rights in an Item. Any such right may be granted only by the rights holder, separately and in writing.

8.3 Enforcement

The Company may use technical measures to detect and block activity prohibited by this section, and may suspend or terminate the account of any user who engages in it. This section survives termination of your account.

9. Digital Millennium Copyright Act (DMCA)

The Company respects the intellectual property rights of others and expects users of the Service to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), the Company will respond expeditiously to claims of copyright infringement committed using the Service that are reported to the Company's designated Copyright Agent.

9.1 Notices of Infringement

If you are a copyright owner, or authorized to act on behalf of one, and you believe that Content on the Service infringes your copyright, you may submit a written notice pursuant to the DMCA containing the following information:

• a physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed right;
• identification of the copyrighted work claimed to have been infringed, or a representative list of such works;
• identification of the material that is claimed to be infringing, and information reasonably sufficient to permit the Company to locate the material;
• information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, or email address;
• a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the allegedly infringed right.

DMCA notices may be sent to the Company's designated Copyright Agent at dmca@noise.box. The Company's designated Copyright Agent is registered with the United States Copyright Office under registration number DMCA-1079639.

9.2 Counter-Notification

If you believe that material you posted was removed or disabled as a result of a mistake or misidentification, you may submit a counter-notification to the same address containing the information required by the DMCA.

9.3 Repeat Infringers

The Company may remove or disable access to Content in response to valid notices and may, in appropriate circumstances, terminate the accounts of repeat infringers.

10. Indemnification

You agree to indemnify and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, contractors, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your use of the Service;
• any Content you upload, post, or otherwise make available on the Service;
• your violation of these Terms;
• your violation of any third-party right, including any intellectual property, publicity, or privacy right; or
• any transaction or dispute between you and another user.

11. Availability and Disclaimer of Warranties

The Service is provided on an "as is" and "as available" basis. The Company makes no guarantee regarding the availability, reliability, or continuity of the Service, and may modify, suspend, or discontinue any part of the Service at any time without prior notice. To the fullest extent permitted by law, the Company disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. Termination and Account Bans

The Company reserves the right to suspend or terminate your access to the Service, or to ban your account, at any time and for any reason, including - without limitation - conduct that is malicious, dishonest, fraudulent, unlawful, or otherwise harmful to the Company, its users, or third parties. The Company may also remove Content at any time for any reason.

13. Limitation of Liability

To the fullest extent permitted by law, the Company will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or goodwill, arising out of or related to your use of the Service, whether based on warranty, contract, tort, or any other legal theory, even if the Company has been advised of the possibility of such damages. In no event will the Company's aggregate liability to you exceed the greater of the amounts you have paid to the Company in the twelve months preceding the claim or one hundred U.S. dollars ($100).

14. Export Control and Sanctions

You represent that you are not located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive trade sanctions, and that you are not a person or entity listed on any restricted or denied party list maintained by the United States government or by any other applicable authority. You agree not to use the Service in violation of any applicable export control or sanctions law, and not to offer, sell, or ship Items to any person, entity, or territory that such law prohibits.

15. General

15.1 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

15.2 Entire Agreement

These Terms, together with the Acceptable Use Policy and the Privacy Policy, constitute the entire agreement between you and the Company regarding the Service, and supersede any prior agreement or understanding on that subject.

15.3 Waiver and Assignment

The Company's failure to enforce any provision of these Terms is not a waiver of that provision or of any other. You may not assign or transfer these Terms without the Company's prior written consent. The Company may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

15.4 Force Majeure

The Company is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, labor disputes, network or power failure, and the acts or omissions of any Third-Party Payment Provider or other third-party service.

15.5 Notices

The Company may give notice to you by email to the address associated with your account, or by posting to the Service. You may give notice to the Company at the addresses set out below.

16. Changes to these Terms

The Company reserves the right to modify these Terms, and any policies referenced in them, at any time and without prior notice. Any changes will be effective immediately upon posting to the Service, and your continued use of the Service after any such change constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

17. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict-of-law provisions. Any dispute arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the state and federal courts located in Wyoming.

18. Contact

Questions about these Terms and dispute escalations may be sent to the contact address published on the Service. Legal matters should be directed to legal@noise.box, and DMCA notices to dmca@noise.box.