1. Definitions

"Services" means all products, features, applications, technologies, software, and services offered by MvMusics Inc. ("MvMusics," "Company," "we," "us," or "our"), including but not limited to: the MvMusics website and platform (mvmusics.com and all subdomains); music distribution services to digital service providers ("DSPs"); MvStudio AI creative tools; the MvMusics Marketplace; copyright verification and certificate services; analytics and reporting tools; wallet and payment processing; and any APIs, SDKs, or integrations provided by MvMusics. "Content" means any audio recordings, musical compositions, lyrics, artwork, images, videos, text, metadata, and any other materials uploaded, submitted, or transmitted through the Services. "User," "you," and "your" refer to any individual or entity accessing or using the Services. "Account" means the registered account created to access the Services.

2. Acceptance and Modifications

These Terms constitute a legally binding agreement between you and MvMusics Inc., a Delaware corporation. We reserve the right to modify, amend, or replace these Terms at any time, in our sole discretion, with or without notice. Modifications become effective immediately upon posting to the Services. Your continued use of the Services following any modification constitutes your binding acceptance of the modified Terms. It is your sole responsibility to review the Terms periodically. If you do not agree to any modification, your sole remedy is to discontinue use of the Services. We may also update, modify, suspend, or discontinue any aspect of the Services at any time without notice or liability.

3. Eligibility and Registration

You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater. By registering, you represent and warrant that you meet this requirement and have the legal capacity to enter into this agreement. You are responsible for: (a) providing accurate, current, and complete registration information; (b) maintaining and promptly updating your information; (c) maintaining the security and confidentiality of your login credentials; (d) all activities that occur under your Account, whether or not authorized by you; (e) immediately notifying us of any unauthorized use. MvMusics shall not be liable for any loss or damage arising from your failure to comply. We reserve the right to refuse registration, suspend, or terminate any Account at our sole discretion, without notice or explanation. Registration may require invitation approval by our administration team.

4. Content Ownership and License Grant

4.1 Your Ownership. You retain all ownership rights in your Content, subject to the licenses granted herein.

4.2 License to MvMusics. By uploading Content, you grant MvMusics a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to: (a) reproduce, distribute, publicly perform, publicly display, and digitally transmit your Content in connection with the Services and distribution to DSPs; (b) create derivative works for technical purposes (format conversion, transcoding, metadata embedding); (c) use your name, likeness, and biographical information for promotion; (d) store, cache, and archive your Content; (e) sublicense to DSPs, CDNs, and service providers. This license survives termination for Content already distributed.

4.3 Representations. You represent and warrant that: (a) you own or have all necessary rights, licenses, consents, and permissions for all Content; (b) your Content does not infringe any third-party intellectual property, privacy, or publicity rights; (c) your Content does not contain unlawful, defamatory, obscene, or harmful material; (d) you have obtained all necessary mechanical licenses, synchronization licenses, and other licenses required; (e) you have the right to grant the licenses set forth herein; (f) all metadata provided is accurate and not misleading.

5. Distribution Services

5.1 MvMusics distributes Content to third-party DSPs on a commercially reasonable best-efforts basis. We do not guarantee: acceptance by any DSP; continued availability; specific timing; placement or promotion; or any minimum streams, downloads, or revenue.

5.2 DSPs may reject, remove, or restrict Content at their sole discretion. MvMusics shall not be liable for any actions taken by DSPs regarding your Content, including removal, geo-restriction, or demonetization.

5.3 MvMusics reserves the right to reject, remove, or suspend distribution of any Content that, in our sole judgment: violates these Terms; infringes third-party rights; is likely to cause liability; contains misleading metadata; appears to involve stream manipulation; or does not meet quality standards.

6. Payments, Fees, and Revenue

6.1 Credits. Distribution requires purchasing credits (Single $2.90, EP $4.90, Album $9.90). All purchases are final and non-refundable. Credits are non-transferable and do not expire.

6.2 Revenue. Revenue from DSPs is collected by distribution partners and reported periodically (up to 90 days delayed). Amounts are subject to adjustment and correction by DSPs. YouTube revenue is subject to 30% platform fee; all other DSP revenue is passed through at 100%.

6.3 Wallet. Deposit Balance (from payments) is for platform purchases only, non-withdrawable. Earnings Balance (from royalties/sales) is withdrawable subject to minimum thresholds and KYC verification. We reserve the right to withhold payments pending investigation of suspicious activity, copyright disputes, or Terms violations.

6.4 Taxes. You are solely responsible for all applicable taxes. MvMusics is not responsible for determining, collecting, or remitting taxes on your behalf except where required by law.

7. MvStudio AI

MvStudio AI features are provided "as is" in early access/beta. You acknowledge that: (a) AI outputs may contain errors or inaccuracies; (b) quality is not guaranteed; (c) you must review all AI output before use; (d) AI content may not be eligible for copyright protection; (e) features may be modified or discontinued at any time; (f) MvMusics may use your inputs to improve AI models.

8. Marketplace

8.1 MvMusics acts solely as a platform intermediary, not a party to transactions. We do not guarantee quality, legality, or enforceability of any listing or transfer.

8.2 Platform fee of 15% (subject to change) on completed transactions. All transactions processed through escrow. Once escrow is released, transactions are final.

8.3 MvMusics may assist in dispute resolution but is not obligated. Our determination is final and binding.

9. Copyright Certificates

Certificates are for informational and verification purposes only. They do not constitute legal proof of copyright ownership, registration with any government agency, or any legal determination of rights. MvMusics disclaims all liability related to certificates.

10. Prohibited Conduct

The following result in immediate termination without notice, refund, or compensation: uploading Content you do not own; artificial stream inflation; multiple accounts; automated access tools; circumventing security; reverse engineering; scraping data; transmitting malware; harassment; impersonation; fraud or illegal activity; interfering with Services; false DMCA notices; violating any applicable law.

11. Termination

11.1 MvMusics may suspend or terminate your Account at any time, for any reason or no reason, with or without notice.

11.2 Upon termination: (a) all licenses to you cease; (b) credits are forfeited; (c) Earnings below minimum threshold are forfeited; (d) we may retain Content for legal compliance; (e) you remain liable for pre-termination obligations; (f) surviving provisions continue.

12. Indemnification

You agree to indemnify, defend, and hold harmless MvMusics Inc., its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, licensors, suppliers, and distribution partners from all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: your use of Services; your Content; your violation of Terms; your violation of any law; your violation of third-party rights; any claim your Content caused damage; any dispute with another user. This obligation survives termination.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MVMUSICS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES. TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) AMOUNTS PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD). THESE LIMITATIONS APPLY REGARDLESS OF THEORY OF LIABILITY AND EVEN IF ADVISED OF POSSIBLE DAMAGES.

14. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. MVMUSICS DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED SERVICE, ERROR-FREE OPERATION, DATA SECURITY, AND ACCURACY OF INFORMATION.

15. Dispute Resolution

15.1 Mandatory Arbitration. All Disputes shall be resolved through final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Wilmington, Delaware.

15.2 Class Action Waiver. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTIONS. Claims may only be brought in individual capacity.

15.3 The arbitrator's decision is final and binding and may be entered as judgment in any court of competent jurisdiction.

16. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law provisions. Any action not subject to arbitration shall be brought exclusively in Delaware courts.

17. Force Majeure

MvMusics shall not be liable for failure or delay due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, power or internet failures, or cyberattacks.

18. Third-Party Services

The Services integrate with third-party services (DSPs, payment processors, AI providers). MvMusics does not control or assume responsibility for third-party services. Your use is at your own risk and subject to their terms.

19. Export Controls

You agree to comply with all applicable export control laws, including U.S. Export Administration Regulations, OFAC sanctions, and ITAR.

20. Entire Agreement

These Terms, Privacy Policy, and DMCA Policy constitute the entire agreement. If any provision is unenforceable, remaining provisions continue. MvMusics's failure to enforce any right is not a waiver. You may not assign these Terms. MvMusics may assign without restriction. Headings are for convenience only.

21. Contact

Legal inquiries: [email protected] · MvMusics Inc., Delaware, United States.