Last updated October 9, 2025

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN BINDING AND FINAL ARBITRATION PROVISIONS AND CONTAIN LEGALLY BINDING LEGAL TERMS THAT GOVERN YOUR USE OF THE LOUD COMMERCE PLATFORM.

1.1 These Platform Terms of Service ("Terms"), along with any Royalty Collection & Administration Services Agreements (an “Agreement”) between you and us, govern your use of the Loud Commerce platform (the "Platform"), including the Loud Commerce website, application, widgets, tools, features, content, or online services made available by Loud Commerce, LLC ("we", "us", "our") in connection with our collection and licensing rights and administration services (these services collectively, including the Platform, are referred to as the “Services”). In the case of an inconsistency or conflict between these Terms and the Agreement, the Agreement shall prevail.

1.2 Your Content and Data Processing. Your use of the Platform and Services requires your submission of certain information, documents, agreements, data, personal and/or identifying information, banking details, or other materials to us (collectively, “Submitted Materials”). As between you and us, you retain all right, title, and interest in the Submitted Materials. By providing Submitted Materials you grant us a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to our third-party service providers) license to host, transfer, use, display, reproduce, and create derivative works of, Submitted Materials solely in order to provide our services, ensure proper operation of the Platform, and to fulfill our obligations under the Agreement.

1.3 AI-Based Features. The Platform may use large language models or other “artificial intelligence” technologies (collectively, “AI Technologies”). These AI Technologies may include analyzing, summarizing, reviewing, or generating content or output based on the Submitted Materials. We do not use your Submitted Materials or permit others to use your Submitted Materials to train the AI Technologies used to provide the Platform. Your use of the Platform does not grant us any right or license to your Submitted Materials to train our or third-party AI Technologies.

2.1 Acceptance and Modification of the Terms. By accessing or using the Platform or otherwise indicating your acceptance of these Terms, including but not limited to creating an account and accepting these Terms, you agree to be bound by these Terms. If you do not agree with these Terms you may not access or use the Platform.

2.2 Changes to these Terms. We may, in our sole discretion, update or amend these Terms from time to time. If such updates or amendments are material to the Terms or your rights, we will notify you in advance by email and through notifications within the Platform at least 30 days before the effective date of the revised Terms. Your continued use of the Platform after the new effective data constitutes acceptance of the revised Terms.

2.3 You are responsible for maintaining valid and updated contact information as long as you use the Platform.

2.4 Accurate and Complete Customer Information. You, including for any agents you designate to access the Platform on your behalf, are responsible for ensuring all information provided in connection with your use of the Platform, including Submitted Materials, is accurate and complete.

2.5 Availability and Changes to the Platform. We may, at any time and in our sole discretion, change or discontinue the Platform or features within the Platform, and such changes may be temporary or permanent and may impact all or certain territories. We make no representation or warranty with respect to availability of the Platform. You are solely responsible for maintaining backup copies of any content or data uploaded to the Platform.

2.6 Trial Agreements. We may, at our discretion, offer free or discounted trials or similar introductory offers that allow you to test the Platform for a period of time (a “Trial Period”). During such Trial Period, certain Platform features or functionality may be limited or restricted.

3.1. Content. The Platform contains a variety of: (i) materials and other items relating to Loud Commerce, the Platform, or the Services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Platform, and the compilation, assembly, and arrangement of the materials of the Platform and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Loud Commerce, LLC (collectively, “Trademarks”); (iii) output from AI Technologies used by the Platform or the Services; and (iv) other forms of intellectual property (all of the foregoing, collectively, “Content”).

3.2 Ownership of the Content and the Platform. The Platform (including past, present, and future versions) and the Content are owned or controlled by us, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available via the Platform is the property of Loud Commerce, LLC or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. We own the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Platform.

3.3 Limited License to use the Platform and Content. Subject to your strict compliance with these Terms (including payment of a purchase or subscription fee for the Services and/or Platform), we grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print the Content to the extent reasonably necessary for your use of the Services and/or the Platform. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

3.4 Reservation of Rights. These Terms include specified, limited grants of rights to Content and to use and access the Platform. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by us and our licensors and other third parties. Any unauthorized use of any Content or the Platform for any purpose is prohibited.

4.1 You agree not to use the Platform for any unlawful purpose or in any way that might harm, damage, or disparage us or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not do or attempt any of the following:

4.1.1 Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Platform, use of the Platform, access to the Platform or content obtained through the Platform, as a result of your being granted permission to use the Platform;

4.1.2 Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of any part of the Platform or features that enforce limitations on the use of the Platform;

4.1.3 Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;

4.1.4 Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of our staff, employees, or affiliates;

4.1.5 Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information towards our staff, employees, or affiliates;

4.1.6 Create a false identity or impersonate another person or that person's sound or style in a way that: a) infringes that other person's rights, or b) for the purpose of misleading others as to your identity, including, but not limited to, providing misleading information to any feedback system employed by us;

4.1.7 Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or damaging software programs;

4.1.8 Interfere with or disrupt the Platform, networks or servers connected to the Platform or violate the regulations, policies or procedures of such networks or servers;

4.1.9 Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; or

4.1.10 Use the Platform in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.

5.1 YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. Therefore, to the fullest extent permissible by law, we and each of our officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns, hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

5.1.1 the Platform (including the Content);

5.1.2 the functions, features, or any other elements on, or made accessible through, the Platform;

5.1.3 any products, services, developer code or instructions offered or referenced at or linked through the Platform;

5.1.4 whether the Platform or the servers that make the Platform available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your device);

5.1.5 whether the information (including any instructions) on the Platform is accurate, complete, correct, adequate, useful, timely, or reliable;

5.1.6 whether any defects to, or errors on, the Platform will be repaired or corrected;

5.1.7 whether your access to the Platform will be uninterrupted;

5.1.8 whether the Platform will be available at any particular time or location; and

5.1.9 whether your use of the Platform is lawful in any particular jurisdiction.

5.2 EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY US, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

5.3 Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions' laws are applicable.

6.1 Our Limited Liability. LOUD COMMERCE, LLC SHALL NOT BE LIABLE TO YOU FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THESE TERMS OR ANY TERMINATION OF THESE TERMS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), CONTRACT, OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS, OR ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED, OR TERMINATED AGREEMENT WITH US OR OTHERWISE. OUR TOTAL LIABILITY TO YOU FOR ANY BREACH OF THESE TERMS SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY US FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST US. FOR THE AVOIDANCE OF DOUBT, THIS LIMITATION EXTENDS TO ANY PRODUCTS OR CONTENT PURCHASED INDIVIDUALLY OR AS PART OF A SUBSCRIPTION VIA THE PLATFORM.

6.2 Maximum Limitation Allowable by Law. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES YOU AGREE THAT OUR LIABILITY TO YOU SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. YOU UNDERSTAND AND AGREE THAT WE CAN ONLY OFFER OUR PLATFORM TO YOU ON THE BASIS THAT OUR LIABILITY IS LIMITED AND SUCH LIMITATION IS A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN YOU AND US.

7.1 Indemnification Obligation. You agree to indemnify, defend, and hold harmless i) us and our employees, representatives, agents, affiliates, directors, officers, managers, and shareholders (the "Parties"), ii) Licensees, and iii) customers of Licensees exercising rights consistent with the grant of rights set forth in these Terms from any damage, loss, or expense (including, without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand, or action ("Claim") brought against any of the Parties arising out of any breach or alleged breach of these Terms or any of the warranties, representations, covenants, or agreements made by you. Such Claims may include, but are not limited to: i) a PRO or music publisher with respect to any public performance or communication to the public of any musical works embodied in Your Content, ii) any contributor to a sound recording included within Your Content, including unions, guilds, background musicians or vocalists, engineers, producers, or others, iii) any other party for any use or misuse of any other form of intellectual property or proprietary rights in Your Content, iv) any act, error, or omission committed by you or any person or entity acting on your behalf or under your direction or control, and v) Your Content and any use or exploitation thereof as contemplated under these Terms.

7.2 Reimbursement on Demand. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this indemnity clause.

7.3 Control of Defense, Disposition, and Settlement. If we make an indemnification request to you under these Terms, we may permit you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by us or any Licensee or customer of a Licensee or imposes any conditions or obligations on us or a Licensee or customer of a Licensee (the “Indemnified Parties”) other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to the Indemnified Parties. If the Indemnified Parties, in their reasonable and good faith judgment conclude that you are not capable of defending the interests of one or more of the Indemnified Parties against any Claims, then the Indemnified Parties, either individually or collectively, shall have the option to control the defense in any matter or litigation through counsel of their own choosing to defend against any such Claim for which you owe the Indemnified Parties an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.

8.1 Mandatory Arbitration. YOU AND LOUD COMMERCE, LLC, AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE PLATFORM.

8.2.1 Notice of Arbitration. A party who intends to seek arbitration must notify the other party, by email or certified mail, a written notice of intent to arbitrate (a “Notice”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If the parties are unable not reach an agreement to resolve the claim within 30 days after the Notice is received, you or we may commence an arbitration proceeding as set forth below or file a claim in small claims court.

8.2.2 Administration of the Arbitration. The arbitration proceedings shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures and Expedited Procedures, or JAMS' Streamlined Arbitration Rules and Procedures, at the election of the party initiating the arbitration. Information regarding these rules can be found on the JAMS website at www.jamsadr.org. If you are required to pay a filing fee to commence an arbitration against us, then we will promptly reimburse you for your confirmed payment of the filing fee upon our receipt of Notice that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than US$1,000, in which case you are solely responsible for the payment of the filing fee.

8.2.3 Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. The parties agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties:

8.2.3.1 the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;

8.2.3.2 the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and

8.2.3.3 judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

8.2.4 No Class Actions. THE PARTIES AGREE THAT CLAIMS MAY BE MADE AGAINST THE OTHER PARTY ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.

8.2.5 Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue their decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws according to the Governing Laws section of these Terms in conducting the arbitration. You acknowledge that these Terms and your use of the Platform evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.

8.2.6 Equitable Relief. The foregoing provisions of this section do not apply to any claim in which we seek equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms by us or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against us, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms.

8.2.7 Claims. The parties agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Platform, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

8.2.8 Improperly Filed Claims. All claims you bring against us must be resolved in accordance with these Terms. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim that is not consistent with this section, we may recover reasonable attorneys’ fees and costs up to US $5,000, provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

9.1 Consent or Approval. As to any provision in these Terms that grant us a right of consent or approval, or permits us to exercise a right in its "sole discretion," we may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by us without being in writing and signed by an officer of our company

9.2 Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. These Terms shall not be deemed to create an agency, partnership or joint venture between you and us, and we shall not have a fiduciary obligation to you as a result of your entering into these Terms.

9.3 Entire Agreement. These Terms constitute the entire understanding of the parties relating to the subject matter hereof. These Terms (including all Addenda) supersede all previous agreements or arrangements between you and us pertaining to the Platform. These Terms cannot be changed or modified except as provided herein.

9.4 No Third Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

9.5 Assignment. We may assign its rights and obligations under these Terms at any time to any party. You may not assign your rights and/or obligations under these Terms without obtaining our prior written consent.

9.6 Platform Availability. We reserve the right to limit the availability of the Platform and/or the provision of any content, program, product, service, or other feature described or available on the Platform to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

9.7 Severability and Interpretation. If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect).

9.8 Investigations and Cooperation with Law Enforcement. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of its Platform security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms, (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms, and (vi) discontinue the Platform, in whole or in part, or, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.

9.9 Survival. Any suspension or termination will not affect your obligations to us under these Terms. Upon suspension or termination of your access to the Platform, or upon notice from us, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Platform. The provisions of these Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

9.10 No Waiver. Except as expressly set forth in these Terms: (i) no failure or delay by you or us in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict our right to amend these Terms as otherwise permitted in those agreements.

9.11 Governing law. These Terms and your use of the Platform shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and us under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and you and we hereby submit to the personal jurisdiction and venue of these courts.

9.12 Notice. For any notices under these Terms, we will contact you through email and, at our sole discretion, through notifications within the Platform. For notices by you to us, you can contact us by email at admin@loudco.co.