1) Parties

This Agreement is between AUDIOPOOL, Inc. ("AUDIOPOOL," "we," "us," or "our") and the uploader identified in the upload flow ("Artist," "you," or "your").

2) Definitions

• "Services" means the AUDIOPOOL website, apps, and related services.
• "Terms of Use" means AUDIOPOOL's Terms of Use, as updated from time to time, including any policies expressly incorporated by reference.
• "Track" means each individual sound recording you upload (including tracks within a single, EP, or album), together with its related metadata and artwork.
• "Artist Content" means the Track(s) and any related artwork, title, description, credits, metadata, and profile materials you submit in connection with a Track.
• "Boost" means AUDIOPOOL's onchain participation credit used within the Services for Boosting, chart participation, and certain reward-related features.
• "Boosting" means a user's signal of support for a Track within AUDIOPOOL's Fan-Powered Charts.
• "Unboosting" means withdrawing previously allocated Boost from a Track within the Services.
• "Sharing" means using the Services' built-in sharing features to share or distribute links to Tracks, Artist pages, profiles, or related pages.
• "Chart Rules" means the then-current rules governing chart ranking, snapshots, eligibility, rewards, and integrity standards as displayed in the Services or otherwise made available by AUDIOPOOL.
• "Network Fees" or "Gas Fees" means blockchain transaction or network fees charged by third-party blockchain networks to process onchain transactions, if any.

3) Scope: What You Are Uploading

You are uploading a Track for playback within the Services and for participation in AUDIOPOOL's discovery and chart features. AUDIOPOOL is a music discovery platform, and the purpose of the upload flow is to enable your Track to be discovered, heard, shared, Boosted, and, where applicable, considered for chart-based rewards or recognition programs under the Chart Rules.

4) Ownership

You retain all right, title, and interest in and to your Artist Content. AUDIOPOOL does not claim ownership of your Track or other Artist Content. Except for the limited rights you grant under this Agreement, all rights remain with you.

5) Rights You Must Have (Master + Publishing)

By uploading a Track, you represent, warrant, and agree that you own or control all rights necessary to upload and make the Track available through the Services, including all rights needed for playback, display, chart participation, sharing, limited promotion, and any other uses expressly authorized under this Agreement.

The rights you must have include, at a minimum:

• the master sound recording rights in and to the Track;
• the publishing and composition rights in and to the Track, including all writers' and publishers' interests; and
• all rights needed for any samples, interpolations, featured performances, artwork, names, likenesses, logos, or other third-party materials included in or associated with the Track.

You further represent and warrant that the Track and any associated artwork, titles, credits, descriptions, and metadata do not infringe, misappropriate, or otherwise violate the rights of any person or entity.

Samples and third-party materials. If your Track includes or is based on any sample, interpolation, beat, loop, vocal, featured performance, artwork element, or other third-party material, you must have all rights, licenses, consents, and permissions required for the uses authorized by this Agreement before you upload the Track.

Collecting societies; royalties. You acknowledge that AUDIOPOOL makes Tracks available through the Services on a royalty-free basis as between you and AUDIOPOOL under this Agreement. As between you and AUDIOPOOL, you are solely responsible for any royalties, fees, or other amounts owed to any songwriter, publisher, producer, featured artist, musician, manager, label, licensor, collaborator, collective management organization, or other rightsholder in connection with your Track.

No conflicting obligations. You represent and warrant that your upload, licensing, and participation under this Agreement do not and will not conflict with any label agreement, publishing agreement, administration agreement, management agreement, producer agreement, distributor agreement, collective-management obligation, or other commitment that restricts or prohibits the rights you grant under this Agreement.

6) Metadata and Rights Information

You represent and warrant that all metadata, credits, artwork, descriptive information, ownership information, and rights information you provide in connection with a Track are complete and accurate. You will promptly correct any inaccuracy or omission.

AUDIOPOOL may delay, limit, or refuse publication, chart participation, or reward eligibility for any Track if associated metadata or rights information is inaccurate, incomplete, misleading, or reasonably likely to create confusion, claims, or operational issues.

7) License to Operate the Services

You grant AUDIOPOOL and its service providers a worldwide, non-exclusive, royalty-free license, sublicensable only as reasonably necessary to operate the Services, to host, store, reproduce, transmit, display, perform, distribute, and otherwise use your Artist Content solely to:

• provide playback and streaming to users;
• display your Artist page and Track page;
• enable sharing features;
• operate discovery, chart, and reward-related features of the Services; and
• perform technical, administrative, security, compliance, and support functions reasonably necessary to operate the Services.

Technical formatting. You authorize AUDIOPOOL to make limited technical changes required for delivery, display, and interoperability, such as transcoding, reformatting, resizing artwork, excerpting snippets for in-product display, and similar technical processing that does not materially alter the underlying Track.

8) Limited Promotional Use (Charts + Services Marketing)

You grant AUDIOPOOL a limited, non-exclusive, royalty-free license to use your artist name, Track title, approved artwork, and brief excerpts of descriptive metadata in connection with:

• chart positions, chart movement, chart summaries, chart snapshots, and weekly winners;
• editorial or informational materials about the Services and the chart experience; and
• the Services generally, including the AUDIOPOOL website, official social accounts, official emails, and similar official communications.

AUDIOPOOL will not use the audio of your Track in paid advertisements or create derivative works of your Track audio for advertising without your separate permission.

9) Charts, Streaming, Boosting, Sharing, and Chart Rewards

AUDIOPOOL's charts reflect measurable fan participation processed through predefined rules displayed in the Services, including Streaming activity, Boosting activity, Sharing activity, and related participation signals recognized under the Chart Rules.

Users may support Tracks by Boosting through the Services. Participation becomes visible support within the Services, and chart visibility may change over time based on user participation and the Chart Rules.

Chart Integrity. AUDIOPOOL's charts are designed to reflect authentic participation. Any attempt to manipulate chart outcomes, evade integrity controls, automate participation improperly, misrepresent identity, or otherwise interfere with the Services may result in investigation, de-ranking, ineligibility, removal, suspension, or other enforcement action.

Chart Rewards; No Monetization of Tracks. Under this Agreement, AUDIOPOOL is not monetizing your Track on your behalf and is not undertaking to generate revenue from exploitation of your Track. AUDIOPOOL may, however, offer chart-based rewards, recognition programs, promotional opportunities, or other participation-based benefits in connection with the Services. Eligibility for any such reward or benefit will be determined under the applicable program rules, chart rules, and integrity standards. Rewards and benefits are not guaranteed, may vary by program, and may be changed, suspended, limited, or discontinued at any time.

AUDIOPOOL does not guarantee publication, continued availability, chart placement, chart visibility, reward eligibility, reward receipt, audience growth, sponsorship opportunity, or any particular discovery outcome for any Track.

10) Onchain Records; Non-Custodial Wallets; Limits on AUDIOPOOL Control

Certain Tracks or participation features on AUDIOPOOL may be associated with a blockchain-based smart contract or similar onchain record (a "Smart Contract"). Certain actions in the Services may be recorded on the Base blockchain network or other supported blockchain infrastructure.

You acknowledge and agree that onchain data may be publicly viewable and that blockchain transactions are generally irreversible. AUDIOPOOL does not intend to record personal information such as your legal name, email address, or other account details onchain, but blockchain addresses and transaction-related data may nevertheless be visible through public tools or records.

AUDIOPOOL does not control non-custodial wallets and does not store private keys. You are solely responsible for the security, custody, and use of any wallet you connect to the Services, including any signatures, network fees, or transactions initiated through that wallet.

11) Fan Participation Visibility; No Non-Public Fan Contact Data

Fan participation in AUDIOPOOL may be visible as part of the Services. As an Artist, you may be able to view participation information that is made visible through the Services, such as Boosting activity, chart participation, and similar support signals associated with your Track.

AUDIOPOOL does not provide you with fans' non-public personal contact information, such as email addresses, legal names, phone numbers, mailing addresses, tax information, or identity verification materials, unless separately and expressly stated in connection with a specific program.

You may use participation information visible through the Services only in connection with your use of the Services. You may not use such information to create or enrich off-service contact lists, marketing databases, audience profiles, retargeting datasets, or other external marketing or outreach systems.

12) Takedowns, Removal, Restriction, and Suspension

AUDIOPOOL may refuse, delay, limit, de-rank, disable, or remove any Track or other Artist Content at any time if AUDIOPOOL: (a) receives a claim relating to the content; (b) reasonably believes a claim or dispute may arise; (c) believes the content may violate this Agreement, the Terms of Use, the Privacy Policy, applicable law, or the rights of any person; (d) needs to investigate fraud, manipulation, impersonation, or other abuse; (e) needs to comply with legal process or a third-party service requirement; or (f) reasonably determines that continued availability would create operational, legal, reputational, or safety risk.

If a Track is removed or restricted, it may become ineligible for chart participation, chart rewards, recognition programs, or other benefits, and AUDIOPOOL may void or withhold any associated reward or status to the extent permitted by applicable law and the applicable program rules.

13) Copyright Complaints; Counter-Notice; Repeat Infringers

AUDIOPOOL respects the intellectual property rights of others and expects Artists to do the same. If AUDIOPOOL receives a claim that any Track, artwork, metadata, profile material, or other Artist Content may infringe copyright or other rights, AUDIOPOOL may remove, disable access to, de-rank, or restrict the affected content while the matter is reviewed.

Copyright complaints must include sufficient detail for AUDIOPOOL to evaluate the claim, including identification of the copyrighted work allegedly infringed, identification of the allegedly infringing content and its location in the Services, the complaining party's contact information, a statement of good-faith belief that the disputed use is not authorized, and a statement that the information provided is accurate and that the complaining party is authorized to act.

AUDIOPOOL may suspend or terminate the accounts of repeat infringers or Artists who repeatedly upload content that is subject to credible rights claims.

14) Contributor Payments; No AUDIOPOOL Responsibility for Splits

As between you and AUDIOPOOL, you are solely responsible for determining whether any chart reward, recognition benefit, promotional opportunity, or other value received in connection with your Track must be shared with any songwriter, publisher, producer, featured artist, musician, manager, label, licensor, collaborator, or other contributor or rightsholder, and for making any such payments or allocations.

AUDIOPOOL is not responsible for determining or enforcing ownership splits, contributor entitlements, or payment allocations among you and any third parties.

15) Third-Party Systems

Certain features of the Services may depend on third-party infrastructure, wallets, blockchains, storage providers, app stores, analytics providers, communications tools, or other service providers. AUDIOPOOL does not control those third parties and does not guarantee continued availability, timing, format compatibility, territorial availability, or feature availability where such features depend on third-party systems.

16) Your Indemnity

You agree to defend, indemnify, and hold harmless AUDIOPOOL and its officers, directors, employees, contractors, and service providers from and against any third-party claim, demand, liability, damage, loss, cost, or expense, including reasonable attorneys' fees, to the extent arising out of:

• your Artist Content;
• any breach of your representations, warranties, or obligations under this Agreement; or
• any allegation that your Artist Content infringes, misappropriates, or otherwise violates third-party rights.

17) Disclaimers

THE SERVICES, INCLUDING DISCOVERY, CHARTS, BOOSTING MECHANICS, REWARD-RELATED FEATURES, AND ONCHAIN FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUDIOPOOL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

18) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUDIOPOOL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR TRACK, OR THE SERVICES, EVEN IF AUDIOPOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUDIOPOOL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

19) Term and Termination

This Agreement begins when you accept it in the upload flow and continues for as long as your Track is available in the Services or as long as AUDIOPOOL reasonably requires the rights granted hereunder to operate the Services, maintain historical chart reporting, comply with legal obligations, or preserve records related to prior use of the Services.

You may request removal of your Track via the Services or support channels. If you remove a Track, AUDIOPOOL will use commercially reasonable efforts to stop further ordinary availability of that Track through the Services, but historical chart records, prior user interactions, cached or previously delivered copies, public blockchain records, audit logs, compliance records, and other residual records may remain visible or retained to the extent technically necessary, legally required, or inherent in the underlying systems used by the Services.

Removal does not affect onchain data that is already recorded, or AUDIOPOOL's limited rights to maintain historical chart reporting, compliance records, and prior operational uses already authorized under this Agreement.

20) Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles.

21) Changes

AUDIOPOOL may update this Agreement from time to time. The version presented at upload will apply to that upload. If you upload additional Tracks at a later time, AUDIOPOOL may present an updated version for acceptance.

22) Miscellaneous

Entire Agreement. This Agreement, together with the Terms of Use, Privacy Policy, and any policies expressly incorporated by reference, constitutes the entire agreement between you and AUDIOPOOL regarding the subject matter hereof and supersedes prior or contemporaneous understandings relating to that subject matter.

Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

Assignment. AUDIOPOOL may assign or transfer this Agreement, in whole or in part, in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. You may not assign this Agreement without AUDIOPOOL's prior written consent.

Notices. AUDIOPOOL may provide notices to you by email, in-product notification, posting within the Services, or other reasonable electronic means.