Terms of Service & Marketplace Agreement

1. Introduction & Company Identification

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement entered into between you ("User", "Creator", "Buyer", or "you") and SOUNDALIKE SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a limited liability company incorporated under the laws of the Republic of Poland, having its registered office at ul. Władysława Jagiełły 6, Lublin, Poland, registered in the Register of Entrepreneurs maintained by the National Court Register under KRS: 0001271067, NIP (Tax ID): 9462772753, REGON: 545876990 (hereinafter "Soundalike", "we", "us", or "our").

By accessing or using the Soundalike website (soundalike.io), mobile application, algorithmic beat recommendation engines (Swap Mode, Explore Network), RhymeFlow workspace, custom orders, or any associated APIs (collectively, the "Platform"), you agree to be bound by these Terms and our Privacy Policy. If you do not agree to all of these Terms, you must immediately discontinue using the Platform.

2. Legal Status as an Intermediary & Hosting Service Provider

In accordance with the European Union Digital Services Act (Regulation (EU) 2022/2065, "DSA"), the Polish Act on Providing Services by Electronic Means (Ustawa o świadczeniu usług drogą elektroniczną), and the United States Digital Millennium Copyright Act (17 U.S.C. § 512, "DMCA"):

• Hosting & Intermediary Role: Soundalike acts strictly as an information society intermediary and hosting service provider. We provide technological infrastructure, digital delivery mechanisms, waveform generation, and search algorithms that facilitate interactions between independent Creators and Buyers.
• No General Obligation to Monitor: Under Article 8 of the DSA and Article 15 of the Polish Act on Providing Services by Electronic Means, Soundalike is under no general obligation to monitor user-generated audio or content uploaded by Creators, nor to actively search for facts or circumstances indicating illegal activity or unauthorized sample usage.
• Safe Harbor Exemption: Soundalike qualifies for the conditional liability exemption (Safe Harbor) under Article 6 of the DSA. Soundalike shall not be liable for user-uploaded audio content, provided that upon obtaining actual knowledge or awareness of illegal content or substantiated copyright infringement via our Notice and Takedown procedure, we act expeditiously to remove or disable access to the contested material.

3. Account Registration & Invite-Only Platform Features

To access certain features of the Platform (such as uploading instrumentals, initiating custom production orders, or saving favorited beats), you must register an account. You represent that you are at least 13 years of age, or such higher minimum age of digital consent as may apply in your country of residence (which may be up to 16 within certain EU member states). If you are below the age of legal majority in your jurisdiction, you represent that you have obtained verifiable consent from a parent or legal guardian.

Certain creator features, seller privileges, or specialized matching tiers are operate on an invite-only or application basis. Soundalike reserves the right, in its sole discretion, to approve, reject, restrict, or revoke creator access without requirement of public explanation. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

4. Creator Uploads: Strict Warranties, Sample Clearance & Copyright

Every Creator who uploads musical files, master recordings, stem archives, sound clips, metadata, or cover artwork to the Platform expressly, irrevocably, and legally warrants and represents that:

1. 100% Originality or Full Clearance: The Creator is the sole author and owner of all intellectual property rights in the uploaded works, OR has obtained all necessary, irrevocable written licenses, permissions, and clearances (including full sample clearance for all interpolations, loops, vocal fragments, drum breaks, or third-party sound recordings utilized in the production).
2. No Infringement: The uploaded content does not infringe, misappropriate, or violate any copyright, moral right, trademark, patent, trade secret, right of privacy, or publicity rights of any third party worldwide.
3. Authority to License: The Creator possesses all requisite legal authority and corporate power to grant licenses directly to Buyers under the terms specified in their listing (e.g., Non-Exclusive MP3/WAV/Stems or Exclusive License).
4. No Mechanical or Collective Conflicts: Uploading and monetizing the beat does not violate any exclusive agreement, recording contract, publishing deal, or membership rules of any Performing Rights Organization (PRO) or collective management organization (e.g., ZAiKS, ASCAP, BMI, PRS).

Soundalike strictly prohibits the upload of unauthorized "type beats" containing uncleared copyrighted samples, leaked studio stems, or bootleg acapellas.

5. Limited Platform License Granted to Soundalike

You retain all ownership of your intellectual property. However, by uploading any musical compositions, sound recordings, or artwork to Soundalike, you grant Soundalike a worldwide, non-exclusive, royalty-free, sublicensable license to:

• Host, store, cache, convert, transcode, and generate visual waveform data from your audio files;
• Stream and perform low-bitrate preview snippets of your productions to prospective listeners on web and mobile clients;
• Index, analyze, and generate algorithmic musical attribute nodes (tempo, key, acoustic profile) to power the Radial Beat Network and match engines;
• Deliver licensed, uncompressed master WAV files and stem ZIP packages to verified Buyers upon receipt of payment confirmation.

6. Marketplace Transactions, Stripe Connect & DAC7 Tax Compliance

Financial processing on the Platform is conducted in cooperation with licensed payment processors, including Stripe, Inc. and Stripe Connect.

• Direct Contracting & Split Payments: When a Buyer purchases a beat license, payment is processed securely via Stripe. Funds (minus applicable platform service commissions) are routed to the Creator's connected payout account.
• Platform Commissions & Service Fees: Soundalike retains a technological platform fee, commission, or subscription fee. Commission rates, revenue splits, and platform fees are determined based on the Creator's active subscription tier, individual contract, or workspace settings, and are automatically deducted at the moment of payment settlement.
• DAC7 Compliance (European Union Council Directive 2021/514): As an EU digital platform operator, Soundalike Sp. z o.o. is legally obligated under Polish law to collect, verify, and report transaction data of Sellers who exceed statutory reporting thresholds (30 transactions or €2,000 in gross sales per calendar year) to the Head of the National Revenue Administration (Szef Krajowej Administracji Skarbowej, KAS).
• Seller Tax Obligation: Creators agree to provide all required tax identification numbers (NIP, PESEL, VAT ID), legal name, date of birth, address, and banking coordinates upon request. If a Creator fails to provide required tax reporting data after statutory reminders, Soundalike reserves the legal right to suspend payouts and freeze account access pursuant to DAC7 provisions.
• Individual Tax Responsibility: Each Creator is exclusively responsible for declaring, reporting, and remitting all applicable income taxes, VAT, sales taxes, or self-employment contributions arising from their beat sales in their respective jurisdiction.
• No Custody of Funds (PSD2): Soundalike does not hold, custody, or otherwise control user funds at any time. Buyer payments are collected and settled exclusively by the licensed payment processor (Stripe, Inc.) and routed to the Creator's connected payout account via Stripe Connect. Soundalike only receives its technological platform fee / application fee.
• Prices, VAT & OSS: Because the license is concluded directly between the Creator (as seller) and the Buyer, the Creator is responsible for any VAT, sales tax, or One-Stop-Shop (OSS) obligations on the license price in their own jurisdiction. Any taxes charged by Soundalike on its own platform commission or subscription fees, where applicable, are shown at checkout; consumer prices are displayed in the currency indicated at the moment of purchase.

7. Consumer Rights & Statutory Waiver for Immediate Digital Content

Pursuant to Article 38(13) of the Polish Act on Consumer Rights (Ustawa o prawach konsumenta) and Directive 2011/83/EU on Consumer Rights:

All sales of downloadable beat files and digital licenses are final and non-refundable once download links have been delivered or accessed.

7.1. Mandatory Consumer Rights (EU & Republic of Poland)

Nothing in these Terms is intended to exclude, restrict, or waive any right granted to a consumer by mandatory provisions of law, including the Polish Act on Consumer Rights (Ustawa o prawach konsumenta), Directive 2011/83/EU on Consumer Rights, and Directive (EU) 2019/770 on certain aspects concerning contracts for the supply of digital content and digital services. Where any provision of these Terms conflicts with such mandatory consumer protection rules, the statutory rules shall prevail and the remaining provisions shall continue to apply.

• Statutory Conformity & Remedies: Where a Buyer acting as a consumer receives digital content that is not in conformity with the contract, the consumer is entitled to the statutory remedies (bring the content into conformity, proportionate price reduction, or termination of the contract) under the applicable consumer law, regardless of the "final sale" nature of delivered downloads.
• Liability to Consumers: The limitations of liability set out in Section 9 do not apply to a consumer where such limitation would be prohibited by law, including liability for damage caused intentionally or by gross negligence, or for death or personal injury.
• Jurisdiction and Applicable Law for Consumers: Section 11 (Governing Law & Dispute Resolution) does not deprive a consumer of the protection afforded by the mandatory provisions of the law of the country of the consumer's habitual residence, and a consumer may bring proceedings before the courts of their place of residence.
• Out-of-Court and Online Dispute Resolution: Consumers may use the European Commission Online Dispute Resolution (ODR) platform at https://ec.europa.eu/consumers/odr and may also seek assistance from the Polish Trade Inspection (Inspekcja Handlowa), the Municipal Consumer Ombudsman (Miejski/Powiatowy Rzecznik Konsumentów), or the President of UOKiK.

8. Absolute Indemnification (Holding Soundalike Harmless)

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SOUNDALIKE SP. Z O.O., ITS PARENT ENTITY, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AND AGENTS (THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL AND ATTORNEY FEES) ARISING OUT OF OR IN CONNECTION WITH:

1. Any breach or alleged breach by you of any representation, warranty, or covenant contained in this Agreement;
2. Any claim that any beat, sound recording, musical work, sample, vocal clip, lyric, or metadata uploaded or distributed by you infringes, violates, or misappropriates any copyright, trademark, patent, trade secret, or other proprietary or personal right of any third party;
3. Any dispute between you and any Buyer, Creator, publishing entity, or recording label;
4. Your violation of any applicable law, rule, or regulation (including tax obligations and copyright laws).

Soundalike reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

9. Disclaimer of Warranties & Limitation of Liability

THE PLATFORM, ITS ALGORITHMS, BEAT PLAYERS, MATCH ENGINES, RHYME TOOLS, AND ALL USER-GENERATED CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SOUNDALIKE DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL SOUNDALIKE SP. Z O.O., ITS DIRECTORS, OR ITS EMPLOYEES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, COMMERCIAL ROYALTIES, CHART POSITION, STREAMING REVENUE, DATA LOSS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SOUNDALIKE SP. Z O.O. FOR ANY AND ALL CLAIMS ARISING OUT OF THESE TERMS OR THE USE OF THE PLATFORM SHALL BE STRICTLY LIMITED TO THE LESSER OF: (A) THE TOTAL COMMISSIONS OR APPLICATION FEES ACTUALLY RETAINED BY SOUNDALIKE FROM TRANSACTIONS RELATING TO YOUR ACCOUNT IN THE THREE (3) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100 USD / 400 PLN).

10. Repeat Infringer Policy & Account Termination

Soundalike operates a strict policy of terminating the accounts of Users who are deemed "repeat infringers". If multiple substantiated copyright complaints or DMCA/DSA takedown notices are lodged against a Creator's uploads, Soundalike reserves the right to immediately ban the user, remove all catalog uploads from the network, and withhold any pending payouts associated with fraudulent or infringing activities.

11. Governing Law & Dispute Resolution

These Terms, their validity, interpretation, and enforcement shall be governed by and construed in accordance with the substantive laws of the Republic of Poland, without giving effect to any principles of conflicts of law or the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute, controversy, claim, or legal action arising out of or relating to these Terms, the Platform, or marketplace transactions shall be submitted to the exclusive jurisdiction of the competent Polish common court having territorial jurisdiction over the registered seat of Soundalike Sp. z o.o. in Lublin, Poland.

12. Contact Information

For any legal inquiries, contractual matters, or general questions regarding these Terms, please contact our legal department:

13. Acceptable Use & Prohibited Content

In accordance with Article 14 of the DSA, Soundalike maintains and enforces a clear policy on acceptable use. You must not upload, publish, distribute, or otherwise make available through the Platform any content that:

• is unlawful, defamatory, fraudulent, or misleading, or that infringes the intellectual property, privacy, or publicity rights of any third party;
• constitutes child sexual abuse material (CSAM), sexual exploitation of minors, or any content that is harmful to minors;
• promotes terrorism, violence, or hatred against any individual or group based on race, ethnicity, religion, disability, gender, or sexual orientation;
• contains malware, spyware, or any code designed to disrupt, damage, or gain unauthorized access to systems, networks, or data.

Third-Party Names & Likeness: The use of an artist's name, trademark, logo, or likeness in beat titles or metadata ("type beats") must not imply any affiliation with, sponsorship by, or endorsement from that artist. Soundalike will act on properly substantiated notices concerning the unauthorized use of names, trademarks, or likeness and may remove the offending listing.

Soundalike may, in accordance with its Notice-and-Action procedure and the DSA, remove or disable access to content that violates this policy, and may suspend or terminate the accounts of Users who repeatedly infringe these rules.

14. Changes to These Terms

Soundalike may modify these Terms from time to time to reflect changes in the Platform, applicable law, or regulatory requirements. Where changes are material, we will provide reasonable prior notice (for example, by email or through an in-Platform notification) before the new terms take effect. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms. If you do not agree to the changes, you may stop using the Platform and, where applicable, request deletion of your account.

15. Miscellaneous

• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: These Terms, together with the Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and Soundalike and supersede any prior agreements.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Soundalike may assign them in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Soundalike shall not be liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, network outages, or third-party service disruptions.
• Notices: Legal notices to Soundalike shall be sent to contact@soundalike.io. Notices to you may be provided via the email address associated with your account or through the Platform.
• Waiver: The failure of Soundalike to enforce any right or provision shall not constitute a waiver of that right or provision.
• Survival: Provisions that by their nature should survive termination (including intellectual property, indemnification, disclaimers, and limitation of liability) shall survive any termination of these Terms.