Terms of Service

Welcome to the Sound Credit platform, a service operated by Soundways, Inc. dba Sound Credit (“Sound Credit”, “we”, “us” or “our”).  Additionally, “Sound Credit” is a registered trademark of Soundways, Inc.

The terms and conditions set forth in these Sound Credit Terms of Use (hereinafter referred to as “Terms of Use”) govern your (hereinafter referred to as “Customer”, “Partner”, “you” or “your”) access to, and use of the support tools, website, website content, web application, mobile application, desktop application, desktop applet, features, functionality, services, and documentation (hereinafter referred to as the “Platform”).

1.  Commitment to Creators Safeguarding Against Artificial Intelligence Training. Sound Credit does not, has never, and will never use your User Contributions (as defined in Section 5(a)) to train, fine-tune, test, or evaluate artificial intelligence or machine learning models. Not for revenue. Not for adaptations. Not for anything. While we may use existing AI models to support helpful features, your User Contributions and creative works are off-limits when it comes to training AI systems. It belongs to you, and it stays that way.

What you upload is used to deliver features like credit delivery, file sharing, and playback, always in service of your work. This promise is more than a policy. It’s a reflection of what Sound Credit stands for: a platform built to support creators, not extract from them.

2. Restrictions on Use. You may not: (a) use, copy, modify, translate, merge or create derivative works of the Platform; (b) disable or circumvent any licensing control feature in the Platform; (c) reverse-engineer, disassemble or decompile the Platform or otherwise attempt to access or determine its underlying source code, underlying ideas, underlying user interface techniques or algorithms, or permit any such actions, as applicable; (d) sell, distribute, lend, sublicense, rent or lease all or any portion of the Platform; (e) use the Platform on a service bureau or time-share basis or as an application service provider unless expressed in writing by Sound Credit; (f) host, virtualize or otherwise provide access to or enable use of the Platform by any individual(s) not permitted to use the Platform; (g) use the Platform to develop or enhance any product that competes, directly or indirectly with the products and services offered by Sound Credit, in Sound Credit's reasonable determination, based on the nature of the offering; (h) remove the copyright, trademark, or any other proprietary rights or notices included within the Platform, as applicable; (i) use the Platform in any way that would infringe any Intellectual Property Right of third parties; or (j) use the Platform in a manner that would violate any law applicable to you or Sound Credit.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

3. Termination. Upon termination by either party of this Agreement, your use and access to the Platform is automatically terminated unless otherwise agreed to by Sound Credit in writing.

4. Disclaimer of Warranties. Your use of the Platform, Sound Credit content, User Contributions, and any content from the Sound Credit products or service, is at your own risk. The Platform and Sound Credit content are provided on an “AS IS” and “AS AVAILABLE” basis, without any warranties of any kind. Further, Sound Credit disclaims all warranties of any kind express, implied or statutory (including those by Soundway’s suppliers), including any warranties of merchantability, fitness for a particular purpose, title, non- infringement or quiet enjoyment, as well as any warranties that the Platform will be free of interruptions or errors. Sound Credit shall not be liable for unauthorized access to or alteration, theft or destruction of your data, files, programs, procedures or information through accident, fraudulent means or devices, or any other method. The Platform may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Sound Credit is not responsible for any delays, delivery failures or other damage resulting from such problems or any other problems.

5. User Contributions. (a) User Contributions and License Grant. The Platform may include interactive features, such as profiles, project pages, upload tools, and/or form fields, that allow users to submit or share content, including audio, text, images, video, metadata, or credit information (hereinafter referred to as “User Contributions”).

When you submit User Contributions, you represent and warrant that you have the necessary rights and permissions to do so. You also confirm that your content does not violate any third-party rights, such as copyrights, privacy rights, or publicity rights.

User Contributions may be used in connection with Platform features such as playback, credit delivery, file sharing, previews, or integrations. To operate these features, you hereby grant Sound Credit, and its affiliates, successors, and assigns a limited, non-exclusive, worldwide, royalty-free and without present or future obligation of payment, perpetual, irrevocable, and transferable license to use, reproduce, transmit, display, adapt, distribute, publish, and reformat your User Contributions, solely to operate and improve the services you or your collaborators choose to use and at all times subject to our commitment against AI training as stated in Paragraph 1.

This license does not transfer or diminish ownership of the work contained in User Contributions.  It is not used for advertising, resale, or any commercial purpose outside the Platform's intended functions. The license remains in place after account closure only to maintain access for collaborators and/or systems already using the content.

Because sharing settings are user-controlled and can be changed at any time, the Platform cannot guarantee persistent confidentiality with respect to User Contributions. Access control tools, such as password protection and limited sharing, are provided for user-level content management, but they do not create any system-wide obligation of confidentiality.

(b) Monitoring and Enforcement. Sound Credit has the right, but not the obligation, to: (i) monitor Interactive Services; (ii) remove or decline to post any User Contributions at our discretion, with or without cause; (iii) take any action with respect to any User Contribution that Sound Credit deems necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use or infringes any Intellectual Property Right of any person or entity; (iv) disclose your identity or other information to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy; (v) take appropriate legal action for any illegal or unauthorized use of the Platform; or (vi) terminate or suspend your access to the Platform in the event of a violation of these Terms of Use.

Without limiting the foregoing, Sound Credit will cooperate with law enforcement or legal obligations in accordance with applicable law. Sound Credit does not review all material before it is posted on the Platform by Authorized Users, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, content and/or User Contributions provided by any Authorized User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. You waive and hold harmless Sound Credit, its affiliates and their respective licensees, service providers, owners, officers, directors, employees and agents from any claims resulting from any action taken by Sound Credit or as a result of its investigations and from any action taken as a consequence of investigations by either Sound Credit or law enforcement authorities.

(c) Content Standards. User Contributions must comply with all applicable laws. Without limiting the foregoing, User Contributions must not: (i) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (ii) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (iii) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability; (iv) promote any illegal activity, or advocate, promote or assist any unlawful act; (v) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (vi) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or (vii) give the impression that they emanate from or are endorsed by Sound Credit or any other person or entity, if this is not the case.

6. Limitation of Liability. In no event will Sound Credit, its affiliates, and their respective members, shareholders, partners, owners, officers, directors, employees, licensors, agents and representatives be liable for any direct, indirect, special, incidental, consequential or punitive damages, including loss of revenue and loss of profits, under any legal theory, arising out of or in connection with your use, or inability to use, the Platform. Sound Credit's total cumulative liability relating to these terms of use or the Platform shall in no event exceed one hundred US Dollars ($100.00), except as otherwise required by applicable law. Some states or jurisdictions may not allow the exclusion or the limitation of liability. In such states or jurisdictions, Sound Credit’s liability to you shall be limited to the full extent permitted by law. Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of these Terms of Use between the parties.

7. Indemnification. You will indemnify, defend and hold harmless Sound Credit, its affiliates, and their respective members, shareholders, partners, owners, officers, directors, employees, licensors, agents and representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of, or relating to: (i) your use of the Platform, the Sound Credit content or your breach of these Terms of Use; (ii) your User Contributions or any other content or material you submit or otherwise transmit through the Platform; or (iii) your violation of any rights of another. Sound Credit reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.

8. Governing Law and Jurisdiction. These Terms of Use are governed exclusively by the internal laws of the State of Tennessee, without regard to its conflicts of laws rules. The state and federal courts located in Memphis, Tennessee shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms of Use. You and Sound Credit hereby consent to the jurisdiction and venue in Memphis, Tennessee, and waive any objections to such jurisdiction and venue.

9. Forward Looking Statements. 
(a) Certain Sound Credit content may contain statements related to Sound Credit’s business plans and strategies, its product pipelines and factors that may affect them. All such statements and all other statements that are not statements of historical fact are known as “forward-looking statements”. Forward-looking statements are based on the current expectations and assumptions of Sound Credit’s management, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Sound Credit’s control, could affect Sound Credit’s operations, performance, business strategy and results in a manner that could cause the actual results, performance or achievements of Sound Credit to be materially different from those projected, implied or assumed in connection with the forward-looking statements or anticipated on the basis of historical trends. Although Sound Credit believes that the forward-looking statements are reasonable, in light of the fact that they involve known and unknown risks and uncertainties, Sound Credit’s actual performance results and/or course of action may be materially different from those projected, anticipated, implied or assumed by the forward- looking statements.

(b) Sound Credit strives to continually improve its products. Should Sound Credit content ever contain the Sound Credit roadmap (including statements about product development initiatives, new products and future product upgrades, updates, releases, plans to add credits, enhancements) such content merely outlines our general product direction and are thus for informational purposes only. The Sound Credit roadmap should not be relied upon in making a decision to enter into a business arrangement with Sound Credit, including a purchasing decision, and shall not be incorporated into any contract or commitment. Sound Credit, in its sole discretion, may change the Sound Credit roadmap for any reason, at any time, and shall incur no liability in doing so. The Sound Credit roadmap is not a condition to, nor is it a part of, your purchase of any software licenses or services or other decision to enter into a business arrangement with Sound Credit.

10. Assignment. Your access to the Platform and these Terms of Use may not be assigned by you without the prior written approval of Sound Credit.

11. Miscellaneous. These Terms of Use do not limit any rights that Sound Credit may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to Sound Credit, pursuant to these Terms of Use or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Sound Credit. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid of unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. All headings included in these Terms of Use are included for convenience only, and shall not be considered in interpreting these Terms of Use. No joint venture, partnership, employment, or agency relationship exists between you and Sound Credit as a result of these Terms of Use or use of the Platform. The failure of Sound Credit to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Sound Credit in writing. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms of Use, will survive the termination of these Terms of Use. These Terms of Use, together with any other agreements entered into by you with Sound Credit, supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

12. Modifications. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and they apply to your access to, and use of, the Platform and/or Platform offerings thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. Additionally, you acknowledge and agree that Sound Credit may modify, alter, update, improve or otherwise change the Platform from time to time. Additionally, you acknowledge and agree that Sound Credit may modify or otherwise change the Platform or Platform offerings as necessary or appropriate to comply with applicable laws, government regulations and orders.

13.  DMCA Notice.  If you believe that any content available on the Platform infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our designated agent with the required information. Please contact dmca@soundcredit.com

14. Third-Party Services. The Platform may depend on or link to services provided by third parties. Sound Credit is not responsible for the functionality, accuracy, or availability of such services, and your use of them may be subject to separate terms and policies.15.  Force Majeure.  Sound Credit will not be liable for any failure or delay resulting from events beyond its reasonable control, including but not limited to natural disasters, government actions, power failures, network outages, labor disputes, or pandemics.