SONGNETIC MUSIC – TERMS & CONDITIONS OF SERVICE

Kindly review these Conditions of Service thoroughly. Your access to and utilization of the Songnetic Music website and its associated offerings signify your complete acceptance of these terms.

This digital platform (encompassing all subsequent versions and the entirety of our Offerings, referred to herein as the "Platform") is operated by Songnetic Music ("we," "us," or "our"). We grant Platform users entry to our unique collection of musical compositions, visual productions, images, and supplementary materials and features (collectively, the "Offerings"). Our content is uniquely crafted through proprietary in-house creation, integrating advanced AI-referenced vocal processing, which allows us to consistently introduce new musical works and accompanying visuals on a regular basis. Your interaction with this Platform is governed by these Conditions of Service (this "Agreement"), irrespective of your access method. This Agreement represents the understanding between you and Songnetic Music.

1. Acknowledgment of Terms. By engaging with the Platform, you affirm that you have reviewed, comprehended, and consented to the stipulations of this Agreement, our Privacy Framework, and any supplementary policies or guidelines published on the Platform. We retain the right to modify this Agreement periodically; such alterations may be communicated through any reasonable means, including the posting of a revised version on the Platform. The "DATE OF EFFECTIVE REVISION" noted above indicates the last update. Your continued engagement with the Platform following any changes signifies your endorsement of those revisions.

2. Jurisdiction and Applicable Law. This Platform is managed and operated from Canada, and its legal framework is established under the laws of the Province of Ontario and the federal laws of Canada that apply therein. Access to and use of the Platform may not be suitable or available in all non-Canadian jurisdictions. Should you choose to access the Platform, you do so at your own initiative and assume full responsibility for adherence to all local statutes, ordinances, and regulations. We reserve the exclusive right, at any time and in our sole discretion, to limit the availability of the Platform, in whole or in part, to any individual, geographical area, or jurisdiction.

3. Data Submission and Privacy. Any information you provide through the Platform is subject to our Privacy Framework, located at www.songnetic.com/privacy. You affirm that all information you furnish to us is truthful, precise, and complete, and you commit to maintaining its accuracy with regular updates. Should you elect to make any of your personally identifiable or other information publicly accessible on the Platform, you do so entirely at your own risk.

4. Behavioral Guidelines. When utilizing the Platform, you commit to abiding by all applicable laws, respecting the legal entitlements of others, and refraining from behavior that is offensive, disparaging, or disruptive. Specifically, you shall not: * Convey, upload, or otherwise make available through or in connection with the Platform: content that is (a) intimidating, harassing, hostile, or demeaning; (b) libelous; (c) fraudulent or tortious; (d) indecent, vulgar, explicit, or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, or other proprietary rights without explicit prior authorization from the rightful owner. * Introduce any malicious software, including but not limited to viruses, worms, Trojan horses, or any other destructive computer code, file, or program. * Distribute unsolicited advertisements, "spam," "chain letters," or any other form of uninvited commercial communication. * Employ the Platform for any fraudulent, unlawful, or unauthorized purpose, including infringing upon the intellectual property rights or privacy of others. * Impersonate any individual or entity, or misrepresent your affiliation with any person or organization. * Disrupt or interfere with the proper functioning of the Platform or the servers and networks supporting it. * Copy, duplicate, sell, resell, or commercially exploit any part of the Platform, its Offerings, or access thereto, without our express written consent. * Modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of any portion of the Platform, including any AI models, algorithms, or infrastructure that form part of Songnetic's proprietary technology. * Remove or alter any copyright, trademark, or other proprietary notices from the Platform or its materials. We reserve the right to suspend or terminate your access to the Platform for any conduct deemed inappropriate or for any breach of this Agreement.

5. Account Registration. Access to certain segments of the Platform may necessitate registration. Any username, password, or other credentials you provide are solely for your personal use and must be kept confidential. You bear responsibility for all activities conducted under your username and password, and you agree to promptly notify us of any breach of confidentiality or unauthorized use of your credentials or Platform account.

6. User-Generated Contributions. Should the Platform enable you to submit information or materials ("Contributions"), the following conditions apply: * License Grant: For each Contribution you submit, you hereby grant to us and our affiliated entities a global, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and sublicensable license to reproduce, distribute, transmit, perform, display, modify, create derivative works from, and otherwise utilize such Contribution in any format or medium now known or hereafter developed, in connection with the Platform and our related Offerings. This includes the right to incorporate your name, likeness, and biographical details (as provided by you) for promotional purposes in relation to your Contribution and our Offerings. * Disclaimers: We do not endorse, nor are we accountable for, any information or materials made available through user Contributions. All Contributions are considered non-confidential and may be used by us without the obligation of attribution or confidentiality. * Representations and Warranties: You represent and warrant that you possess all necessary rights or have obtained all required permissions to your Contributions, and that your Contributions, as well as our exercise of the rights granted herein, will not infringe upon or violate any third-party rights, including intellectual property, privacy, or publicity rights. This explicitly extends to any AI-generated or AI-referenced elements within your Contributions, for which you must secure all requisite rights, licenses, and permissions. * Waiver of Moral Rights: To the maximum extent permissible by law, you explicitly waive all moral rights you may hold in any Contribution you provide. * No Obligation to Utilize: We are under no obligation to use or exploit any Contribution.

7. Unsolicited Concepts. We and our affiliates do not solicit, invite, or consider unsolicited submissions of ideas, proposals, or suggestions ("Unsolicited Concepts"), whether pertaining to the Platform, our Offerings, or otherwise. Any Unsolicited Concept received will be deemed non-confidential and shall become our exclusive property. We and our affiliates assume no obligations concerning Unsolicited Concepts and may employ them for any purpose whatsoever without any compensation to you or any other party.

8. Songnetic’s Proprietary Assets. We, alongside our licensors and suppliers, retain all rights, title, and interest in and to the information and materials presented through the Platform. This includes, without limitation, all musical compositions, visual productions, graphic elements, textual content, data, and all underlying technological components, specifically including our proprietary Artificial Intelligence models, algorithms, machine learning systems, training datasets, and any other computational infrastructure used in the creation, processing, or referencing of vocals and music (collectively, "Songnetic AI IP"). All Songnetic IP is stringently protected by copyright, trademark, patent, trade secret, and other applicable proprietary rights and laws. Unless expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, reverse engineer, decompile, disassemble, or attempt to derive the source code or internal workings of any part of the Platform or any Songnetic AI IP, nor to create derivative works based on them.  Any unauthorized attempt to access, analyze, or replicate our AI infrastructure, its output mechanisms, or its underlying data is strictly prohibited and may result in severe civil and criminal penalties, including for intellectual property infringement and trade secret misappropriation.

9. Content Usage Policy. All musical and visual content made available on the Platform or for this platform is provided exclusively for your personal, non-commercial listening and viewing via streaming. You are expressly prohibited from downloading, copying, reproducing, redistributing, publicly performing (without appropriate third-party licenses), or otherwise exploiting any audio or video content from the Platform without our explicit prior written consent.

10. Third-Party Integrations and Content. The Platform may incorporate or provide links to third-party software applications, services, or content ("External Materials"). We do not control External Materials and disclaim any responsibility or liability for their performance, accuracy, integrity, legality, usefulness, or safety, or for any intellectual property rights related thereto. Your interaction with External Materials is undertaken solely at your own risk and may be subject to additional terms and conditions imposed by their respective providers.

11. Disclaimers and Liability Limitations. THE PLATFORM AND ALL CONTENT, OFFERINGS, AND MATERIALS PROVIDED THROUGH IT, INCLUDING ALL AI-REFERENCED VOCALS AND IN-HOUSE PRODUCTIONS, ARE FURNISHED TO YOU "AS IS" WITHOUT ANY EXPLICIT WARRANTIES OR REPRESENTATIONS WHATSOEVER. WE DISCLAIM ALL STATUTORY OR IMPLIED WARRANTIES, CONDITIONS, OR TERMS CONCERNING THE PLATFORM AND ALL RELATED OFFERINGS, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE OFFER NO ASSURANCE OR WARRANTY THAT THE PLATFORM (OR ANY PART THEREOF) WILL BE ACCURATE, COMPLETE, ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS, NOR THAT OUR AI SYSTEMS WILL PRODUCE INERRANT OR PERFECT RESULTS. YOU ACKNOWLEDGE THAT RELIANCE ON ANY CONTENT OR OUTPUT FROM THE PLATFORM, INCLUDING THAT GENERATED OR REFERENCED BY AI, IS AT YOUR SOLE RISK. WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY NATURE IN CONNECTION WITH THE PLATFORM, NOR FOR ANY DAMAGES RELATED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLE ASSETS, OR LOSS OF DATA SECURITY. THIS APPLIES EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO CEASE USING IT. OUR MAXIMUM CUMULATIVE LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND UTILIZE THE PLATFORM.

12. Indemnification. You agree to defend, indemnify, and hold harmless us, our affiliates, and our respective officers, directors, employees, and agents, from and against all claims, demands, losses, costs, and expenses (including reasonable legal fees) arising out of (a) your access to, use of, or activities in connection with, the Platform; (b) any breach of this Agreement by you; (c) any use or exploitation of any Contribution you provide; or (d) any assertion that your Contribution, or any use or exploitation thereof, caused harm to or infringed upon or violated the rights of a third party, including claims related to intellectual property infringement, privacy, or publicity. This indemnity specifically extends to any claims arising from your interaction with or misuse of Songnetic's AI-generated or AI-referenced content or technology.

13. Termination. This Agreement remains in effect until terminated. We may, at any time and for any reason, discontinue your access to or use of the Platform or your account. Provisions concerning proprietary assets, disclaimers, liability limitations, indemnification, governing law, and miscellaneous clauses shall endure beyond any termination.

14. Claims of Copyright Infringement. If you believe that content available on the Platform infringes your copyright, please dispatch a notice of alleged infringement to our designated agent. Such notice must include: (a) identification of the copyrighted work asserted to have been infringed; (b) identification of the material claimed to be infringing and its location on the Platform; (c) your contact details; (d) a statement of your good faith belief that the material's use is unauthorized; (e) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on their behalf; and (f) your physical or electronic signature.  Our Designated Agent for Copyright Notices: Chairman, Nadeem Mughal, Songnetic Music 3280 Bloor Street West, Suite 1140, 11th Floor, Centre Tower, Toronto, Ontario M8X 2X3.  We recommend consulting legal counsel before submitting a notice.

15. Capacity to Enter Agreement. By engaging with the Platform, you affirm that you possess the legal capacity to enter into this Agreement in your jurisdiction, or, if you do not, that you have obtained the necessary consent from a parent or guardian.

16. General Provisions. This Agreement does not establish any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and us. Should any provision of this Agreement be deemed unenforceable, that provision will not affect the validity and enforceability of any other provision. This Agreement (including our Privacy Framework) constitutes the entire understanding between you and us concerning the subject matter herein and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.