Acceptance of the Terms of Use

These Terms of Use are entered into by and between you and Audiopool Inc. ("Company," "we," or "us"). These Terms of Use, together with any documents they expressly incorporate by reference, govern your access to and use of https://www.audiopool.io/ and any related content, functionality, applications, and services offered by AUDIOPOOL (collectively, the "Services"), whether as a guest or a registered user.

Please read these Terms of Use carefully before you use the Services. By using the Services, or by clicking to accept or agree to these Terms of Use when that option is made available to you, you accept and agree to be bound by these Terms of Use and our Privacy Policy, available at https://www.audiopool.io/privacy, which is incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Services.

The Services are offered and available only to users who are 18 years of age or older and located in jurisdictions where the Services are lawfully offered by AUDIOPOOL. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Background and Purpose

AUDIOPOOL is a music discovery platform where fans help artists get discovered. Through the Services, artists may upload original music, including singles, EPs, and albums, and users may Stream, Boost, and Share Tracks using the features we make available. As used in these Terms of Use, each individual recording is a "Track," and an "Artist" is a person or entity that uploads original music through the Services.

AUDIOPOOL is designed so that participation becomes visible support. Fan support moves Tracks up the charts, listeners discover Tracks on the charts, and Artists may reach new listeners through that chart visibility. Chart outcomes and reward availability are not guaranteed. Visibility within the Services reflects measurable participation processed through predefined rule-based translation. Except as needed to enforce these Terms of Use, prevent manipulation, or correct errors, AUDIOPOOL does not use discretionary editorial decisions to change chart outcomes.

Users may Stream, Boost, and Share Tracks through the Services. Boosting is a signal of support and a participation-recording mechanism within AUDIOPOOL's Fan-Powered Charts. Boost is an onchain participation credit used within the Services for Boosting, chart participation, and certain reward features. Boosting records participation and does not create any ownership interest, profit share, royalty right, revenue share, or other financial interest in any Track, Artist, or AUDIOPOOL. AUDIOPOOL does not sell Boost through the Services and does not facilitate trading of Boost through the Services.

Sponsors may support rewards, recognition programs, and Discovery Campaigns associated with the Services, but sponsors do not influence chart ranking logic, chart translation mechanics, weighting coefficients, qualification thresholds, governance decisions, or chart visibility. The Services are intended for cultural participation and music discovery, not for gambling, wagering, or investment activity. Rewards, if any, are participation-based, may vary, and are not guaranteed.

Changes to the Terms of Use

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 apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted in the Services.

Your continued use of the Services after revised Terms of Use are posted means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes, because they are binding on you.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Services.
• Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Services or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all information you provide through the Services is correct, current, and complete.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat that information as confidential and must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of the Services using your username, password, or other security information.

Embedded Wallets (Non-Custodial)

As part of the Services, a Web3 wallet may be provisioned for you (an "Embedded Wallet"). Embedded Wallets are non-custodial, meaning you control the wallet and its associated private keys. AUDIOPOOL does not store your private keys. AUDIOPOOL cannot access, view, or recover your private keys, and cannot reverse blockchain transactions.

The Embedded Wallet exists to enable in-app functionality such as Boosting, chart participation, and rewards. The Embedded Wallet is not itself the primary method used to sign in to the Services.

You are responsible for maintaining the security of your account, device, and any authentication or recovery methods associated with your Embedded Wallet. If you lose access to your Embedded Wallet, you may lose access to any digital assets or rewards associated with it, and AUDIOPOOL may be unable to restore access.

Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

Prohibited Uses of the Services

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation.
• For the purpose of sharing music or other Content in connection with political uses, sexual and/or adult content.
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.

Additionally, you agree not to:

• Attempt to manipulate, game, or artificially influence chart outcomes or related visibility or reward mechanics.
• Use the Services in any manner that could disable, overburden, damage, or impair the Services.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
• Use any device, software, or routine that interferes with the proper working of the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

Disclaimer of Warranties

YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SITES OR SERVICES LINKED TO THEM, ANY CONTENT ON THE SERVICES OR SUCH OTHER SITES OR SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

AUDIOPOOL'S LIABILITY TO YOU UNDER ANY CIRCUMSTANCE WHATSOEVER SHALL BE LIMITED TO THE LESSER OF (1) THE AMOUNTS PAID TO YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR (2) $500.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use, and any dispute or claim arising out of or related to them (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware, USA, without giving effect to any choice or conflict of law provision or rule.

At Company's sole discretion, it may require you to submit any dispute, claim, or controversy arising out of or relating to these Terms of Use or the Services to final and binding arbitration administered by the American Arbitration Association in accordance with its applicable rules, with Delaware law governing the dispute. You agree that any such claim will be adjudicated only on an individual basis, and you waive any right to participate in a class, collective, representative, PAGA, or other joint action with respect to such claim.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use, our Privacy Policy, and the Artist License Agreement (as applicable) constitute the sole and entire agreement between you and Audiopool Inc. regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Services.

Your Comments and Concerns

These Services is operated by Audiopool Inc. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: support@audiopool.io