SOUNDMAC MUSIC DISTRIBUTION LTD.

TERMS OF SERVICE (TERMS & CONDITIONS)

& END USER AGREEMENT

Version 3.0  |  Effective Date: 1 July 2025

Soundmac Music Distribution Ltd  |  Lagos, Nigeria  |  support@soundmac.co  |  www.soundmac.co

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING OR USING THE SOUNDMAC PLATFORM. BY CLICKING 'I AGREE', CREATING AN ACCOUNT, OR UPLOADING ANY CONTENT, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT WITH SOUNDMAC GLOBAL LTD. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE PLATFORM.


1. Definitions

The following terms, wherever they appear in this Agreement, shall carry the meanings set out below:

1.1 Core Parties

1.2 Platform & Services

1.3 Content & Rights

1.4 Distribution & Revenue

1.5 Codes & Standards

2. Acceptance of Terms & Eligibility

2.1 Binding Agreement

This Agreement constitutes a legally binding contract between You and Soundmac Global Ltd. By registering an account, uploading Content, or otherwise accessing the Platform, You confirm that You have read, understood, and agreed to be bound by this Agreement in its entirety, including all policies incorporated by reference.

2.2 Eligibility

To use the Platform, You must:


If You are registering on behalf of a company, label, or other legal entity, You represent that You have the authority to bind that entity to this Agreement.


2.3 SoundMac's Right to Modify This Agreement

SoundMac reserves the right to amend, modify, supplement, or replace any provision of this Agreement, any incorporated policy, the Fee Schedule, or any other term governing your use of the Platform, at any time and for any reason, at SoundMac's sole and absolute discretion. Notice of any amendment may be provided by one or more of the following methods, as determined by SoundMac at its sole discretion:

(a) Email to the address registered on your account; (b) A notice posted on the Platform or your account dashboard; (c) An update to the Terms of Service page at www.soundmac.co/legal.

SoundMac is not obligated to provide advance notice of any amendment. Where SoundMac elects to provide notice, such notice does not create any obligation on SoundMac's part to maintain the prior terms during any notice period. Amendments shall take effect upon publication unless SoundMac specifies a later effective date at its discretion.

Your continued use of the Platform or any Service following the publication of any amendment constitutes your irrevocable acceptance of the amended terms, without any requirement for further action or signature. If You do not agree to any amendment, your sole and exclusive remedy is to cease using the Platform and terminate your account in accordance with Section 11. SoundMac shall have no liability to You of any kind arising from any amendment made in accordance with this clause.

2.4 Additional Policies

This Agreement incorporates by reference the following policies, each of which forms an integral part of your agreement with SoundMac:


In the event of any conflict between this Agreement and any incorporated policy, this Agreement shall prevail unless the policy expressly states otherwise.


3. Account Registration & Security

3.1 Account Creation

You must create an account on the Platform to access SoundMac's Services. When registering, You agree to:

3.2 Account Security

You are solely responsible for:


SoundMac will not be liable for any loss or damage arising from your failure to maintain the security of your account.

3.3 Account Types

SoundMac offers the following account types, each with distinct features and pricing as published on the Platform:


The specific features, royalty rates, and pricing applicable to each account type are set out in Section 5 and on the Platform's pricing page, which may be updated from time to time with thirty (30) days' notice.

3.4 Account Verification

SoundMac reserves the right to require identity verification at any time, including but not limited to submission of government-issued identification, proof of rights ownership, or bank account documentation. SoundMac may suspend or restrict your account pending completion of verification. Failure to complete verification within fourteen (14) days of a request may result in account suspension.

4. Content Submission, Rights & Warranties

4.1 Rights Ownership — Your Warranty

By submitting any Content to the Platform, You represent, warrant, and undertake on an ongoing basis that:

4.2 Content Prohibited from the Platform

You must not submit to the Platform any Content that:

4.3 Quality & Technical Standards

All Content submitted must meet SoundMac's technical and quality standards, as detailed in the Content & Quality Standards Policy. Key requirements include:


SoundMac reserves the right to reject any Content that does not meet these standards. Rejection does not entitle You to a refund of any fees paid, except as provided in Section 8.

4.4 Content Review Process

SoundMac operates a manual content review process supported by automated quality-control tools. All submissions are reviewed by trained human moderators. SoundMac will use reasonable endeavors to complete the review of a submission within five (5) business days of receipt, but does not guarantee any specific review turnaround time. SoundMac reserves the right to request additional information or documentation from You at any time during the review process.

4.5 Artist Indemnification of SoundMac

You shall, at your own cost and expense and immediately upon demand by SoundMac, defend, indemnify, and hold harmless SoundMac and its respective directors, officers, shareholders, employees, agents, successors, assigns, licensors, and partners (collectively, the "SoundMac Parties") from and against any and all claims, actions, proceedings, investigations, demands, damages, losses, liabilities, costs, and expenses of any kind  including legal fees, expert fees, arbitration costs, settlement amounts, and any amounts paid to third parties arising out of or relating to:

SoundMac reserves the right, at its own election and expense, to assume exclusive control and direction of the defense and settlement of any matter otherwise subject to indemnification by You. In such event, You agree to cooperate fully with SoundMac, provide all requested documentation and assistance, and not to settle, compromise, or admit liability in respect of any such matter without SoundMac's prior written consent. SoundMac may recover any indemnified amounts directly from your Royalty balance without prior notice. Your indemnification obligations under this clause shall survive termination of this Agreement indefinitely and without limitation.

4.6 Explicit Content

If any Content contains explicit language, adult themes, sexual references, violence, or any material that may be considered offensive or inappropriate for general audiences, You are required to designate such Content as 'Explicit' at the point of submission. Failure to accurately label explicit Content may result in the rejection of the submission, removal of distributed Content from DSPs, or account suspension.

4.7 Artificial Intelligence Disclosure

Where Your Content has been created in whole or in part using artificial intelligence generation tools, You must disclose this in the Content submission form where prompted. SoundMac will comply with the content policies of individual DSPs regarding AI-generated content, which are subject to change. SoundMac does not warrant that AI-generated content will be accepted by all DSPs.


5. Fees, Royalties & Payment

5.1 Service Fees

By activating a paid account or contracting any Service on the Platform, You agree to pay SoundMac the applicable fees as published on the Platform's pricing page at the time of your subscription or purchase. Current pricing is available at www.soundmac.co/pricing. SoundMac reserves the right to change its pricing with thirty (30) days' prior written notice. Changes will not affect fees already paid for an existing subscription period.

5.2 5.2 Royalty Structure

Subject to the deductions set out in this Agreement, SoundMac shall credit Your account with royalties calculated on a net royalty basis ("Net Royalties"). Net Royalties are derived from the Net Revenue received and cleared by SoundMac from Digital Service Providers ("DSPs") and other authorized revenue sources in connection with Your Content.

The applicable royalty rates are as follows:

Independent Artist Account, Mini Label Account, and Label Account: You shall receive one hundred percent (100%) of Net Revenue attributable to Your Content. SoundMac retains no royalty commission under these account types.

Basic / Free Account: You shall receive eighty-five percent (85%) of Net Revenue attributable to Your Content. SoundMac shall retain a fifteen percent (15%) commission from Net Revenue generated under this account type.

For the avoidance of doubt, "Net Revenue" does not mean the gross amount paid by DSP subscribers, advertisers, or listeners. Net Revenue means the amount actually received and cleared by SoundMac after DSP commissions, platform fees, taxes withheld at source, foreign exchange conversion costs, and any other deductions made by the applicable DSP or collecting body prior to payment to SoundMac.

You expressly and irrevocably authorize SoundMac to deduct from your Net Royalties, prior to any disbursement and without prior notice, costs incurred at SoundMac's sole determination in connection with the collection, processing, protection, administration, compliance, verification, dispute resolution, recovery, or payment of royalties attributable to Your Content, including but not limited to payment processing fees, banking charges, currency conversion fees, chargebacks, refunds, anti-fraud losses, tax withholding obligations, storage costs, content delivery costs, smartlink hosting costs, identity and rights verification costs, and any other third-party costs directly associated with the administration of Your account and Content. The percentages stated above apply to the balance remaining after all such authorized deductions have been applied.

The Net Royalty balance displayed in your account dashboard reflects gross accrued amounts before the application of deductions authorized under this Agreement. The net amount available for withdrawal may therefore be materially lower than the gross balance displayed, and SoundMac shall bear no liability for any difference between the two figures.

5.3 Sync Licensing Revenue

Where SoundMac exercises the sync licensing rights granted in Section 6, Net Revenue derived from sync placements shall be split as follows: seventy percent (70%) to You, and thirty percent (30%) to SoundMac as a licensing administration fee. SoundMac will provide You with a written sync license report for each placement, detailing the licensee, territory, usage, and gross fee within thirty (30) days of receiving cleared payment from the licensee.

5.4 Content ID Revenue

Where SoundMac administers Content ID monetization on Your behalf through YouTube or any equivalent platform, revenue collected through Content ID shall be distributed as follows: eighty percent (80%) to You, and twenty percent (20%) to SoundMac as a Content ID administration fee. You will have visibility of Content ID revenue in your account dashboard. SoundMac will not initiate Content ID claims on Content for which You have elected to manage Content ID independently. You must declare your preferred Content ID election at the time of submission.

5.5 Neighboring Rights Revenue

Where SoundMac collects Neighboring Rights revenue on Your behalf through CMOs, the net amount received by SoundMac after CMO deductions shall be distributed as follows: eighty-five percent (85%) to You, and fifteen percent (15%) to SoundMac as a neighboring rights administration fee. SoundMac will provide a neighboring rights statement at least once per quarter.

5.6 Payment Schedule & Minimum Threshold

SoundMac will credit your account dashboard with Royalties within sixty (60) days of receiving cleared payment from the relevant DSP or collection body. Royalties are generally paid by DSPs on a monthly basis, but payment cycles vary by platform and may be subject to DSP-specific reporting delays of up to one hundred and eighty (180) days.

You may submit a withdrawal request at any time through your account dashboard, provided that your accrued Royalty balance meets or exceeds the Minimum Payment Threshold of USD $20.00. SoundMac will process approved withdrawal requests within fifteen (15) business days of receipt, subject to verification requirements.

5.7 Payment Methods

SoundMac currently supports the following payment methods for Royalty disbursement:


You are responsible for ensuring that your payment information is accurate and current. SoundMac will not be liable for misdirected payments resulting from incorrect payment details provided by You. Any fees charged by payment processors or recipient banks are Your responsibility and will be deducted from the disbursement.

5.8 Taxes & Withholding

All payments are exclusive of any applicable taxes. You are solely responsible for determining, declaring, and paying all taxes applicable to Royalties received, including but not limited to income tax, value added tax, withholding tax, and any levies imposed by your local tax authority. Where SoundMac is required by law to withhold any tax at source before remitting payment to You, SoundMac will do so and will provide You with appropriate documentation to support any tax reclaim or credit You may be entitled to. You agree to provide SoundMac with any tax forms or documentation (including W-8BEN, W-9, or equivalent) that may be required to facilitate correct tax treatment.

5.9 Disputed Royalties

If You believe there is an error in your royalty statement, You must submit a written dispute to SoundMac at support@soundmac.co within ninety (90) days of the date on which the relevant statement was made available on your dashboard. Disputes submitted after this period will not be accepted. SoundMac will investigate and respond to all valid disputes within thirty (30) days of receipt. During the investigation period, SoundMac may withhold the disputed amount from disbursement.

5.10 Royalty Adjustments & Clawbacks

SoundMac reserves the right to adjust, revise, or claw back Royalties previously credited or paid to You in the following circumstances:


SoundMac will provide You with written notice of any Royalty adjustment within fourteen (14) days of making the adjustment, together with a summary explanation. Adjusted amounts will be recouped from future Royalty disbursements. If your account balance is insufficient to cover a clawback, SoundMac reserves the right to invoice You for the outstanding amount.

5.11 Audit Rights

SoundMac will maintain accurate and complete records of all royalty transactions relating to Your account. You have the right, subject to the conditions set out in this clause, to appoint an independent certified accountant to audit SoundMac's records relating to Your account.

Before exercising the audit right, You must first submit a written dispute through the process set out in Section 5.9 and allow SoundMac the full thirty (30) day investigation period to respond. Where the dispute remains unresolved following that process, You may then submit a formal audit request.

Any audit request must be made in writing to support@soundmac.co with not less than thirty (30) days' prior written notice. Audits may be conducted once per calendar year only, during SoundMac's normal business hours, at SoundMac's principal business address or remotely where SoundMac agrees. The scope of any audit shall be limited to the twenty-four (24) month period immediately preceding the date of the written audit request. Records outside this period shall not be subject to audit under this Agreement.

The cost of the audit shall be borne solely by You, except where the audit reveals that SoundMac has underpaid You by an amount exceeding forty percent (40%) of the total Royalties due to You for the audited period. In that event only, SoundMac will reimburse You for reasonable, documented audit costs up to a maximum of one hundred United States Dollars (USD $100.00), and will pay the underpaid amount with simple interest at a rate of zero point five percent (0.5%) per annum, calculated from the date each underpayment was due to the date of actual payment. This reimbursement cap is absolute and applies regardless of the actual cost of the audit or the size of the underpayment.

5.12 Fraud — Suspension & Withholding

SoundMac operates a zero-tolerance Anti-Fraud Policy. Where SoundMac has reasonable grounds to suspect that any revenue in your account was generated through artificial, automated, or fraudulent streaming or download activity, SoundMac may, without prior notice:


If the investigation confirms fraudulent activity, SoundMac reserves the right to permanently terminate your account, forfeit the withheld balance, and seek damages. SoundMac's Anti-Fraud Policy, including its three-strike framework, is available in the Legal section of your account and is incorporated into this Agreement by reference.


6. License Grant to SoundMac

6.1 Distribution License

By submitting Content to the Platform, You grant SoundMac a non-exclusive (except as set out in Section 6.2), worldwide, royalty-free (subject to the royalty structure in Section 5), sublicensable, and transferable license to:

6.2 Exclusivity

The license granted in Section 6.1 is exclusive solely with respect to the specific DSPs and Territories selected by You through the Platform. This means that for those selected DSPs and Territories, You may not simultaneously distribute the same Content through any other distributor or service during the term of this Agreement. For DSPs and Territories not selected by You, You remain free to distribute Your Content through other means. You may not add or remove DSP selections in a manner designed to circumvent this exclusivity provision.

6.3 Sync Licensing Authorization

You grant SoundMac the right to issue synchronization licenses in respect of Your Content to third parties worldwide, subject to the revenue share set out in Section 5.3. SoundMac will not issue any sync license for a fee below USD $500 without your prior written consent. SoundMac will provide You with details of any sync placement within seven (7) days of executing a sync license agreement. You retain the right to opt out of sync licensing entirely by written notice to SoundMac, with effect within fourteen (14) days of receipt.

6.4 Content ID Authorization

You authorize SoundMac to register Your Content with YouTube's Content ID system and equivalent systems on other platforms where available. This authorization grants SoundMac the right to make claims on your behalf in respect of third-party use of Your Content on those platforms. You may elect, at the time of submission, whether to monetize, track, or block third-party use of Your Content on YouTube. Where You elect to manage Content ID independently, SoundMac will not register Your Content with Content ID. You may not administer Content ID independently for Content simultaneously enrolled in SoundMac's Content ID administration program.

6.5 Neighboring Rights Authorization

You authorize SoundMac to register Your Content and to represent Your interests with CMOs globally for the purposes of collecting Neighboring Rights revenue. SoundMac will act as Your non-exclusive agent for Neighboring Rights collection in all jurisdictions where You have not independently registered with a CMO. Where You are already registered with a CMO for a specific territory, You must notify SoundMac in writing to avoid duplicate representation. SoundMac will not be liable for any failure to collect Neighboring Rights in jurisdictions where You have separately appointed another collecting agent without informing SoundMac.

6.6 What SoundMac Does NOT Acquire

For the avoidance of doubt, SoundMac does NOT acquire any of the following rights under this Agreement:


7. Platform Use & Prohibited Conduct

7.1 Permitted Use

You may use the Platform solely for the purposes contemplated by this Agreement — namely, the distribution and commercial exploitation of Content in which You hold all necessary rights. Any use of the Platform outside the scope of this Agreement is prohibited.

7.2 Prohibited Conduct

You must not, directly or indirectly, do any of the following:

7.3 SoundMac's Right to Monitor

SoundMac reserves the right to monitor, review, and analyze all Content and activity on the Platform for the purpose of ensuring compliance with this Agreement, DSP policies, and applicable law. This monitoring may include automated analysis of streaming data, metadata, and upload patterns. SoundMac will handle all data obtained through monitoring in accordance with its Privacy Policy.

8. Refund & Cancellation Policy

8.1 Distribution Service Fees — General Rule

Due to the digital nature of SoundMac's services, all fees paid for distribution services are non-refundable once your account has been activated and the review or distribution process has commenced. This is because SoundMac incurs costs in processing, reviewing, encoding, and delivering your Content to DSPs immediately upon submission.

8.2 Exceptions — Courtesy Credit

SoundMac may, entirely at its discretion, offer a one-time courtesy account credit (not a cash refund) in exceptional circumstances, including where: (i) a technical fault on SoundMac's platform prevented the distribution of Content that was fully compliant with all submission requirements; or (ii) a submission was rejected solely due to a processing error on SoundMac's part. Such credit will be applied to your SoundMac account balance and may be used toward future service fees. This exception does not apply to rejections arising from your Content's failure to meet quality or content standards.

8.3 Promotional Services — Non-Refundable

All fees paid for promotional services, including but not limited to playlist pitching, influencer campaigns, press placement, digital advertising, and social media promotion, are strictly non-refundable once the campaign has been initiated. This applies regardless of the commercial outcome of the campaign, as promotional results are subject to platform algorithms, audience behavior, and third-party factors outside SoundMac's control.


A partial or full credit may be considered where: (i) You submit a cancellation request within twenty-four (24) hours of payment and the campaign has not yet been initiated; or (ii) SoundMac is unable to deliver a promotional service as specifically described at the point of purchase. All credit decisions are at SoundMac's sole discretion.

8.4 Dispute Resolution for Promotional Services

If You believe that a promotional service was not delivered as described, You must submit a written dispute to support@soundmac.co within seven (7) days of the scheduled campaign start date, providing a detailed description of the alleged failure. SoundMac will review each dispute and, where a genuine failure is confirmed, will offer a remedy that may include service re-delivery, account credit, or a partial refund, depending on the specific circumstances.

8.5 Subscription Cancellations

You may cancel your subscription at any time through your account settings. Upon cancellation, your subscription will remain active until the end of the current paid billing period, after which access to paid features will cease. No partial refunds will be issued for unused days within a billing period. Your Content will remain distributed on DSPs until you initiate a takedown through the Platform.

9. Publishing Rights — Important Clarification

9.1 SoundMac is a Master Rights Distributor

SoundMac is a master recording distributor. This Agreement governs the distribution of Your Master Recordings only. SoundMac does not, by default, administer Your Publishing Rights (i.e., rights in the underlying Musical Composition). Your Publishing Rights remain entirely under your control or under the control of any publisher, co-publisher, or publishing administrator You have separately appointed.

9.2 Publishing Administration — Separate Arrangement

If SoundMac at any point offers a publishing administration service, such service will be governed by a separate, distinct publishing administration agreement that You will be required to review and accept independently. No aspect of this Terms of Service document constitutes an agreement to administer Your Publishing Rights.

9.3 PRO Registration — Your Responsibility

It is Your sole responsibility to register Your Musical Compositions with the applicable PRO in Your territory (e.g., COSON in Nigeria) and to ensure that You receive performance royalties for broadcast and public performance of Your Content. SoundMac does not collect PRO performance royalties on Your behalf under this Agreement, except where specifically contracted to do so under a separate publishing agreement. SoundMac will cooperate with PROs where required by applicable law.

9.4 Mechanical Royalties

Mechanical royalties arising from the reproduction of Your Musical Compositions through DSPs are collected directly by DSPs and remitted to applicable CMOs or publishers. In territories where DSPs pay mechanical royalties directly to SoundMac on Your behalf (including through licensing agreements), SoundMac will pass through 100% of mechanical royalties collected to You as part of your Net Revenue, without any additional deduction.

10. Intellectual Property — Platform Ownership

10.1 SoundMac's Proprietary Rights

The Platform, including all software, code, interfaces, designs, databases, systems, documentation, trademarks, logos, and proprietary processes, is owned by or licensed to Soundmac Global Ltd. Nothing in this Agreement transfers any ownership interest in the Platform to You. You acknowledge that SoundMac's intellectual property is protected by Nigerian law, applicable international treaties, and the laws of all jurisdictions in which SoundMac operates.

10.2 Restricted Acts

You must not:

10.3 Feedback

If You submit any feedback, suggestions, or ideas regarding the Platform or SoundMac's services, You grant SoundMac an irrevocable, perpetual, royalty-free, worldwide license to use, reproduce, modify, and incorporate such feedback into the Platform or its services without any obligation to You.

11. Term & Termination

11.1 Term

This Agreement commences on the date You register your account and accept these Terms, and continues on an indefinite basis until terminated by either party in accordance with this Section 11.

11.2 Termination by You

You may terminate this Agreement at any time by: (i) submitting a written termination notice to SoundMac at support@soundmac.co; and (ii) initiating takedowns of all Your distributed Content through the Platform before submitting the termination notice. Following your termination notice, SoundMac will deactivate your account within thirty (30) days. SoundMac will disburse any accrued Royalties that meet the Minimum Payment Threshold within sixty (60) days of your account closure, subject to any amounts withheld under this Agreement.

11.3 Termination by SoundMac for Cause

SoundMac may terminate this Agreement with immediate effect upon written notice if:

11.4 Effect of Termination

Upon termination of this Agreement for any reason:

11.5 Catalog Ownership Post-Termination

For the express avoidance of doubt, upon termination of this Agreement You retain full and unencumbered ownership of all Master Recordings and Musical Compositions in Your catalog. SoundMac acquires no ownership interest whatsoever in Your Content at any point during or after the term of this Agreement. SoundMac's only rights in Your Content are the limited license rights set out in Section 6, which terminate upon the expiry of this Agreement.

11.6 Survival of DSP Agreements

Where SoundMac has entered into distribution agreements with DSPs that extend beyond the termination date of this Agreement, SoundMac may be unable to effect an immediate takedown from certain DSPs. SoundMac will use commercially reasonable endeavors to remove Your Content from all DSPs as promptly as possible following termination, but shall not be liable for any continued availability of Your Content on DSPs during a commercially reasonable processing period.

12. Data Portability & Your Account Data

12.1 Access to Your Data

You have the right to access all sales reports, royalty statements, streaming analytics, and Metadata associated with Your Content at any time through your account dashboard during the term of this Agreement.

12.2 Data Export

Upon written request, SoundMac will provide You with a machine-readable export of your account data, including royalty transaction history, sales reports, and Metadata records, within fourteen (14) days of the request. You may submit a data export request at any time during the term of this Agreement or within ninety (90) days following account closure.

12.3 Privacy

SoundMac processes your personal data in accordance with its Privacy Policy, which is incorporated into this Agreement by reference and available at www.soundmac.co. By accepting this Agreement, You confirm that You have read and understood SoundMac's Privacy Policy. To the extent that SoundMac processes personal data of any EU or UK residents in connection with your use of the Platform, SoundMac will do so in compliance with applicable data protection legislation, including the Nigeria Data Protection Act (NDPA) 2023.

13. Warranties, Disclaimers & Limitation of Liability

13.1 Platform and Services Provided Strictly "As Is"

The Platform and all Services are provided on a strictly "as is," "as available," and "with all faults" basis. To the maximum extent permitted by applicable law, SoundMac expressly disclaims all representations, warranties, conditions, and guarantees of any kind, whether express, implied, statutory, or otherwise, including but not limited to any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, reliability, or non-infringement. SoundMac does not warrant that the Platform will meet your requirements or expectations, that operation of the Platform will be uninterrupted or error-free, that defects will be corrected, that the Platform is free of viruses or harmful components, or that any content, data, or royalty reporting on the Platform is accurate, complete, or current at any time.

13.2 Absolute Exclusion of Consequential and Indirect Loss

To the maximum extent permitted by applicable law, under no circumstances and under no legal theory — whether in contract, tort including negligence, strict liability, statutory duty, or any other legal or equitable theory — shall SoundMac, its directors, officers, shareholders, employees, agents, licensors, partners, or successors be liable to You or to any third party for any loss or damage of any kind, regardless of whether SoundMac has been advised of or should have been aware of the possibility of such loss or damage, including but not limited to:

(a) Loss of revenue, income, or profits, whether actual or anticipated; (b) Loss of business, contracts, or commercial opportunities; (c) Loss of anticipated savings; (d) Loss of data, recordings, masters, or content of any kind; (e) Loss of goodwill or reputation; (f) Any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind; (g) Any loss arising from DSP errors, reporting delays, payment processing failures, algorithm changes, or editorial decisions made by any third-party platform; (h) Any loss arising from the rejection, removal, or unavailability of Your Content on any DSP for any reason; (i) Any loss arising from the failure of any promotional, marketing, or pitching service to achieve any particular commercial outcome; (j) Any loss arising from unauthorized access to your account for any reason whatsoever; (k) Any loss arising from deductions applied to your Royalty balance in accordance with this Agreement; (l) Any loss arising from SoundMac's exercise of any right reserved to it under this Agreement, including suspension, termination, or modification of the Platform or any Service.

13.3 Aggregate Liability Cap

Notwithstanding any other provision of this Agreement, SoundMac's total aggregate liability to You arising out of or in connection with this Agreement — whether in contract, tort, breach of statutory duty, or otherwise, and whether based on a single claim or multiple claims — shall not under any circumstances exceed the lesser of: (i) the total subscription fees actually paid by You to SoundMac in the twelve (12) calendar months immediately preceding the event giving rise to the claim; or (ii) one hundred United States Dollars (USD $100.00). This cap is absolute, applies to all claims in aggregate and not per claim, and applies regardless of the form or nature of the action or the relief sought.

13.4 Essential Basis of the Bargain

You acknowledge and agree that the disclaimers and limitations of liability set out in this Section 13 are fundamental terms of this Agreement, that they reflect a deliberate and informed allocation of risk between You and SoundMac, that they form an essential basis of the bargain between the parties, and that SoundMac would not have entered into this Agreement or provided access to the Platform and Services on the terms herein without these limitations. The limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and notwithstanding any other provision of this Agreement.

13.5 Force Majeure

SoundMac shall not be liable for any failure or delay in performing any of its obligations under this Agreement to the extent that such failure or delay results from any cause beyond SoundMac's reasonable control, including but not limited to acts of God, natural disasters, epidemic, pandemic, war, terrorism, civil disorder, governmental action or regulation, power failure, internet or telecommunications outage, DSP system failure, third-party provider failure, cyber attack, or any other event of force majeure. SoundMac's obligations under this Agreement shall be suspended for the duration of the force majeure event. SoundMac shall have no liability to You for any loss arising from any such event.

14. Dispute Resolution, Governing Law & Jurisdiction

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, including the Nigerian Copyright Act (as amended), the Companies and Allied Matters Act (CAMA) 2020, the Nigeria Data Protection Act 2023, and all other applicable Nigerian legislation, without regard to its conflict of law principles.

14.2 Mandatory Pre-Arbitration Dispute Notice

Before initiating any formal dispute resolution proceeding, You must provide SoundMac with written notice of your dispute by email to support@soundmac.co. The notice must include: (i) your full legal name and account details; (ii) a detailed description of the nature of the dispute and all facts relied upon; (iii) the specific remedy or relief you are seeking; and (iv) all supporting documentation you intend to rely upon. Incomplete notices will not be deemed validly served and will not trigger the pre-arbitration period. SoundMac will respond within twenty (20) business days of receiving a complete and valid dispute notice. Both parties agree to negotiate in good faith for a period of forty-five (45) days from the date of SoundMac's response. Neither party may commence arbitration proceedings before this pre-arbitration period has fully expired. Failure by You to complete this pre-arbitration process shall be a complete bar to the commencement of any arbitration or other dispute resolution proceeding.

14.3 Binding Arbitration — Sole and Exclusive Dispute Resolution Mechanism

Subject only to Section 14.5, any and all disputes, claims, controversies, or disagreements of any nature whatsoever arising out of or in connection with this Agreement including disputes relating to its formation, validity, interpretation, performance, breach, termination, or the services provided by SoundMac shall be finally and exclusively resolved by binding private arbitration. You expressly and irrevocably waive any right to have any such dispute heard or determined by any court, tribunal, jury, or judicial body of any kind, in any jurisdiction, to the fullest extent permitted by applicable law.

Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act (Cap A18), Laws of the Federation of Nigeria, as amended. The arbitration shall be administered by the Lagos Court of Arbitration. The arbitral tribunal shall consist of a sole arbitrator, appointed by mutual agreement of the parties within fourteen (14) days of the commencement of arbitration, or failing agreement, appointed by the Lagos Court of Arbitration in accordance with its rules. The seat and place of arbitration shall be Lagos, Nigeria. The language of all arbitral proceedings shall be English.

The arbitrator's authority shall be limited to resolving the individual dispute between the parties and shall be subject to all limitations on liability set out in Section 13 of this Agreement. The arbitral award shall be final, conclusive, and binding on both parties. The parties agree that all arbitral proceedings, submissions, evidence, and awards shall be kept strictly confidential.

All costs of arbitration, including the arbitrator's fees and administrative costs, shall be borne solely by the party initiating the arbitration, unless the arbitrator determines in the final award that the claim was wholly justified, in which case costs may be apportioned at the arbitrator's discretion. Each party shall bear its own legal fees and representation costs in all circumstances, regardless of outcome.

14.4 Class Action & Representative Proceeding Waiver

You irrevocably and unconditionally waive any right to initiate, participate in, or seek relief through any class action, collective action, consolidated proceeding, private attorney general action, or any other representative proceeding against SoundMac, whether in arbitration, before any court, or before any regulatory body. All disputes must be brought solely on an individual basis. The arbitrator shall have no authority whatsoever to consolidate claims or to preside over any form of class or representative proceeding. If any portion of this waiver is found unenforceable with respect to any particular claim, that claim only shall be severed and may be litigated in a court of competent jurisdiction in Lagos, Nigeria, while all remaining claims proceed in individual arbitration in accordance with this Agreement.

14.5 Narrow Exception for Urgent Interim Relief

Notwithstanding Sections 14.3 and 14.4, either party may apply to a court of competent jurisdiction in Lagos, Nigeria for urgent interim or injunctive relief solely for the purpose of preventing imminent and irreparable harm that cannot be adequately compensated by damages, pending the constitution of an arbitral tribunal. Any such application shall be limited strictly to interim preservation measures and shall not constitute a submission to the jurisdiction of any court for any other purpose. The seeking of interim relief shall not be construed as a waiver of the obligation to resolve the underlying substantive dispute through arbitration, and arbitration proceedings in respect of the underlying dispute must be commenced within fourteen (14) days of the interim relief application.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with all policies incorporated by reference, constitutes the entire agreement between You and SoundMac with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, whether oral or written, relating to the same subject matter.

15.2 Non-Assignment

You may not assign, transfer, or sublicense any rights or obligations under this Agreement without SoundMac's prior written consent. SoundMac may assign this Agreement, in whole or in part, to any affiliate, successor entity, or acquirer of all or substantially all of its business assets, without your consent, provided that the assignee agrees to be bound by the terms of this Agreement.

15.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions of this Agreement will continue in full force and effect.

15.4 No Waiver

No failure or delay by SoundMac in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. A waiver of any specific breach shall not constitute a waiver of any subsequent or similar breach.

15.5 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between You and SoundMac. You have no authority to make any representation or commitment on SoundMac's behalf.

15.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by email. Notices to SoundMac shall be sent to support@soundmac.co. Notices to You shall be sent to the email address registered on your account. Notices will be deemed received twenty-four (24) hours after transmission, provided no delivery failure notification is received by the sender.

15.7 Confidentiality

You agree to treat as strictly confidential any non-public information provided to You by SoundMac in connection with your use of the Platform, including but not limited to platform performance data, pricing structures, partner relationships, and business strategy. You must not disclose such information to any third party without SoundMac's prior written consent. This obligation survives termination of this Agreement for a period of three (3) years.

15.8 Language

This Agreement has been drafted in the English language. In the event of any conflict between an English-language version and any translation, the English-language version shall prevail.

15.9 Contact Information

SoundMac's registered business address and contact details for formal legal notices are as follows:


Soundmac Music Distribution Ltd

Lagos, Nigeria

Email: support@soundmac.co

Website: www.soundmac.co

BY REGISTERING FOR AN ACCOUNT OR USING THE SOUNDMAC PLATFORM IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND ITS TERMS, AND THAT YOU AGREE TO BE LEGALLY BOUND BY IT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY.


— End of Terms of Service —

Version 3.0  |  Effective 1 July 2026  |  © 2026 Soundmac Music distribution Ltd