FSTRX Platform Terms of Service

1. Introduction and Acceptance

1.1 These Platform Terms of Service (the "Terms") form a binding agreement between FSTRX LLC, a limited liability company organised under the laws of the State of Delaware, United States (Delaware file number 10406784), with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958, United States ("FSTRX", "we", "us", "our"), and you, the person or organisation accessing or using the FSTRX platform ("you", "your", "User").

1.2 The FSTRX platform, together with all associated websites, applications, features, tools, application programming interfaces and documentation, is referred to as the "Service".

1.3 By checking the acceptance box at registration, or by accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

1.4 Your use of the Service is also governed by our Privacy Policy at https://fstrx.io/privacy, which is incorporated into these Terms by reference. A Data Processing Addendum is available to business customers on request from contact@fstrx.io.

1.5 We record the version of these Terms accepted by each User at the time of acceptance. Where these Terms are materially updated, we will require re-acceptance in accordance with Section 22.

1.6 Order of precedence. Where there is a conflict between documents, the following order applies, subject to any mandatory requirement of applicable law:

• (a) a Data Processing Addendum executed between us controls all data-processing matters;

• (b) a written transaction-specific agreement signed by both parties controls that transaction;

• (c) these Terms control general use of the Service; and

• (d) the Privacy Policy controls privacy disclosures.

A transaction-specific agreement does not override the Data Processing Addendum on data-processing matters unless that Addendum expressly permits it.

2. Eligibility and Authority

2.1 The Service is offered exclusively for professional and business use. You may not use the Service for personal, household or consumer purposes.

2.2 By accepting these Terms you represent and warrant that:

• (a) you are at least eighteen (18) years of age;

• (b) you have the legal capacity to enter into a binding contract;

• (c) where you use the Service on behalf of a company, partnership, firm or other organisation, you have full authority to bind that organisation to these Terms, and references to "you" include that organisation; and

• (d) you are not subject to any sanctions, export-control restriction or other legal prohibition that would prevent you from using the Service, and you are not located in a jurisdiction where provision of the Service to you would be unlawful.

2.3 We may refuse registration, or suspend or terminate any account, where we reasonably believe any of the above representations to be untrue.

3. Accounts and Security

3.1 You must provide accurate, current and complete information when registering and must keep that information up to date.

3.2 You are responsible for maintaining the confidentiality of your login credentials and for all activity conducted through your account, whether or not authorised by you.

3.3 You must not share your login credentials with any other person. Where we introduce per-seat plans, each individual user requires a separate seat. We may implement measures to detect credential sharing and concurrent logins.

3.4 Where we introduce per-seat plans, if we determine that your account is being accessed by more users than your plan permits, we may require you to remove the excess users or upgrade your plan; if you do not do so within a reasonable period, we may charge for the additional seats at our then-current rates or suspend access.

3.5 You must notify us immediately at contact@fstrx.io if you become aware of any unauthorised access to or use of your account or of your Content.

4. Nature of the Service — Platform Role

4.1 FSTRX provides an AI-assisted, end-to-end workspace for music supervision, enabling Users to upload, organise, analyse, search, present, review, approve and administer musical works and audiovisual materials, and to communicate and transact with one another.

4.2 Users may act in one or more of the following roles:

• (a) Supervisor — a music supervisor or supervision team using the Service to receive a client's requirements, build and issue briefs, source and audition music, commission creators, run review and approval cycles, build shortlists and administer selection and payment;

• (b) Provider — a rights holder, publisher, label, library, catalog, music house, artist, composer or creator who uploads and manages a catalogue on the Service, responds to briefs, submits works for consideration, and organises, tags and shares their music; and

• (c) Client — a production company, brand, agency, network or other party commissioning, approving or paying for music for a project, whether or not it holds an FSTRX account.

4.3 FSTRX acts solely as a venue. FSTRX facilitates communication, collaboration, file management and payment processing between Users. FSTRX is not a party to any licensing agreement, synchronisation licence, master use licence, commission, engagement or other agreement reached between Supervisors, Providers and Clients, whether or not that agreement is negotiated, documented or performed through the Service.

4.4 All communications, negotiations and transactions between you and any other User are solely between you and that User. FSTRX makes no representation or warranty as to the identity, solvency, authority, rights, conduct or performance of any User, and does not verify the ownership or rights claimed by any User in respect of any Content.

4.5 FSTRX does not act as agent, broker, publisher, administrator, collecting society or fiduciary for any User, and nothing in these Terms creates such a relationship.

4.6 Any dispute arising from a licensing agreement, commission, fee, royalty entitlement, credit, cue sheet or rights allocation shall be resolved directly between the Users involved. FSTRX has no obligation to intervene, arbitrate or enforce, although we may in our discretion suspend accounts or restrict access in accordance with Section 21.

4.7 Submissions are not licences. Uploading Content to the Service, or submitting Content in response to a brief, project or request, does not by itself constitute a licence, assignment, sale, transfer of ownership, or grant of any right to use that Content, and does not oblige any party to proceed with a transaction. A Supervisor or Client who receives a submission acquires only the right to audition, review, comment on and consider it within the Service. Any right to use, synchronise, reproduce, distribute or exploit submitted Content arises only under a separate agreement between the relevant Users. Content that is submitted but not selected remains subject to this Section and to any applicable project terms.

5. AI and Automated Processing Features

5.1 The Service includes features that automatically analyse, describe, transform and index Content. These include, without limitation: automated metadata and tag generation; classification by genre, sub-genre, mood, instrumentation, use case, key, tempo and vocal characteristics; natural-language, agentic and similarity search and discovery; source separation into stems (including instrumental and a cappella versions); interpretation of uploaded materials — including video, audio, documents and written descriptions — to generate and refine creative briefs; matching of briefs against catalogue Content and against third-party reference catalogues; and, where you expressly invoke them, generative reference audio features.

5.2 These features are provided in part by third-party processors acting on our behalf, including providers of automated audio analysis and of the models used for search, discovery and generation. The current list of processors is maintained in our Privacy Policy. Source separation into stems is performed on our own infrastructure.

5.3 Outputs are assistive, not authoritative. Automatically generated metadata, tags, classifications, matches, similarity results, rights information and similar outputs may be inaccurate, incomplete or out of date. They do not constitute rights advice, clearance, verification of ownership or confirmation that any work is free to use. You remain solely responsible for verifying all rights, ownership, metadata and clearance before entering into any licence or using any work.

5.4 Generative features. Where the Service generates audio, music or other material at your request, that material is produced by an artificial intelligence system. Such material is identified as AI-generated within the Service and, where technically feasible, is marked in a machine-readable format. You must not remove, alter or obscure such identification or marking.

5.5 No model training on your Content. FSTRX does not, and will not, use Content uploaded by Users to train, fine-tune or otherwise develop generative artificial intelligence or foundation models, whether our own or those of any third party. We contractually require our processors not to use Content for such purposes. This commitment does not prevent us from using Content to operate the features described in Section 5.1, or from using aggregated, anonymised and non-identifying usage statistics that do not incorporate or reproduce your Content, to measure and improve the Service.

6. Your Content

6.1 Definition. "Content" means all audio recordings, musical compositions, video files, images, artwork, documents, metadata, briefs, messages, comments, notes, credits, rights information and other material that you upload to, submit through, generate within, or otherwise make available on the Service.

6.2 Ownership. As between you and FSTRX, you retain all right, title and interest in and to your Content, including all intellectual property rights. Nothing in these Terms transfers ownership of your Content to FSTRX.

6.3 Licence to FSTRX. You grant FSTRX, and our processors acting on our behalf and under our instruction, a limited, non-exclusive, worldwide, royalty-free, fee-free licence, for the duration of your Content's presence on the Service, to host, store, back up, cache, reproduce, transmit, reformat, transcode, excerpt, adapt, index and display your Content, and to perform the automated processing described in Section 5.1, solely for the following purposes:

• (a) providing, operating, maintaining and securing the Service to you and to Users you authorise;

• (b) enabling the music supervision workflow, including discovery, search, audition, presentation, review, approval, delivery, licensing administration and payment;

• (c) generating metadata, analysis, classifications, matches and similarity results in respect of that Content, including by transmitting it to the processors referred to in Section 5.2;

• (d) improving the accuracy and relevance of search, matching and metadata features, excluding the training of generative or foundation models as set out in Section 5.5;

• (e) complying with applicable law or a valid legal request; and

• (f) responding to an emergency involving a threat to life or serious harm, or preventing the commission of a crime.

6.4 Limits on the licence. The licence in Section 6.3 does not permit FSTRX to sell, license, sub-license (other than to processors for the purposes above), publicly release, distribute commercially, use in advertising, or otherwise exploit your Content for our own commercial benefit.

6.4A Content is private by default. Content you upload is private to your account. We do not make it public, publish it, list it in any public directory, or make it accessible to any other User except (a) where you share, submit, present or deliver it through a function of the Service, (b) where you have opted in to the FSTRX Catalogue and the Content has been accepted, or (c) as set out in Section 21 (monitoring, access and disclosure). No part of the Service is publicly indexable or accessible without authentication, other than material you deliberately share by link.

6.5 Sharing, catalogue discoverability and external recipients.

• (a) Directed sharing. Where you share, present, submit or deliver Content to another User through the Service, you grant that User such access as the relevant function permits. The terms on which that User may use the Content beyond viewing and auditioning within the Service are a matter for the agreement between you and that User, and not for FSTRX.

• (b) Your own catalogue. Uploading Content to your own catalogue on the Service does not make it available to other Users. Your catalogue is private to you and to those you expressly share it with.

• (c) The FSTRX Catalogue — opt-in and curated. FSTRX may make available an internal, curated catalogue from which Content may be surfaced to Supervisors and other Users in search, discovery, recommendation and brief-matching results. Inclusion is only by your express opt-in, when that feature is offered:

  • (i) you must expressly opt in to submit Content for consideration;

  • (ii) we review and listen to submitted Content before deciding whether to include it, and we are under no obligation to include any Content. Opting in does not guarantee inclusion, and we may decline without giving reasons;

  • (iii) where Content is accepted, you authorise FSTRX to index it and to surface it — together with its metadata, artwork, derived tags and audition-quality audio — to other Users of the Service, including Users with whom you have no prior relationship;

  • (iv) you may withdraw Content from the FSTRX Catalogue at any time. Withdrawal takes effect prospectively and is not retroactive as to results already delivered or transactions already in progress; and

  • (v) we may remove Content from the FSTRX Catalogue at any time, at our discretion. Removal from the FSTRX Catalogue does not affect your own catalogue or your account.

• (d) Surfacing is not endorsement or clearance. Appearing in a discovery or brief-matching result is not a representation by FSTRX that Content is available, cleared or accurately described, and is not an offer capable of acceptance. Acceptance into the FSTRX Catalogue reflects a curatorial judgement about suitability only; it is not verification of ownership, rights or clearance. Any licence or transaction requires a separate agreement between the Users concerned.

• (e) External recipients. Where the Service allows you to share a playlist, album, shortlist or link with a person who does not hold an FSTRX account, you are responsible for deciding who receives it, for the security of the link, and for any onward disclosure by the recipient. You must not share Content externally unless you have the right to disclose it to those recipients. We may apply access controls, such as the ability to disable a link, but we do not guarantee that a recipient will respect them. Shared links do not expire automatically unless the Service says otherwise.

• (f) Submissions. Submitting Content in response to a brief is governed by Section 4.7.

6.6 Moral rights. To the maximum extent permitted by law, you consent to the technical acts of reformatting, transcoding, excerpting, separating into stems, and displaying without full attribution that are necessary for the operation of the Service, and you will procure equivalent consents from any other person holding moral rights in the Content. Nothing in this Section waives your right to be identified as author or performer outside the Service.

6.7 Termination of licence. The licence in Section 6.3 terminates when the relevant Content is deleted from the Service, save that (a) copies retained in routine encrypted backups will expire in the ordinary course within thirty-five (35) days, and (b) Content shared with another User may remain within that User's workspace, as set out in Section 6.8.

6.8 Shared Content. You acknowledge that where you have shared Content with another User, we have no obligation, and may have no technical ability, to remove that Content from that User's account, systems or downstream copies. Any use of the Content by that User is governed by your agreement with them.

7. Your Warranties Regarding Content and Metadata

7.1 By uploading or submitting any Content, you represent and warrant on a continuing basis that:

• (a) Ownership and rights. You are the sole and exclusive owner of the Content, or you have obtained all licences, permissions, consents, releases and rights necessary to upload, reproduce, distribute, process, present and license the Content as contemplated by these Terms;

• (b) Non-infringement. The Content does not, and its use as contemplated by these Terms will not, infringe or violate any copyright, master rights, publishing rights, neighbouring rights, trade mark, moral rights, privacy rights, publicity rights, database rights, contractual rights or any other rights of any third party;

• (c) Third-party elements. All third-party elements incorporated in the Content — including samples, loops, royalty-free or library material, interpolations, session performances, featured performances and AI-generated elements — are fully cleared for the commercial uses contemplated, and any required consents from performers, co-writers, publishers and unions have been obtained;

• (d) Accuracy of rights data. All metadata, ownership splits, share percentages, IPI/CAE numbers, ISRC and ISWC codes, PRO and collecting-society affiliations, publisher and administrator details, territory restrictions, credits and any other rights information you provide is accurate, current and complete, and you will update it promptly if it changes;

• (e) Provenance. You will not knowingly misrepresent or obscure the origin, nature, methodology or creative process involved in the production of the Content, including in any attestation, metadata or descriptive field provided or requested by FSTRX. Where Content was generated or materially assisted by artificial intelligence, you will disclose this where the Service provides a field for that purpose;

• (f) Lawfulness. The Content is not defamatory, obscene, hateful, harassing, or otherwise unlawful, and does not contain viruses, malware or other harmful code; and

• (g) Personal data. Where the Content contains personal data of any third party, you have a lawful basis for providing it to us and have given all required notices to the individuals concerned.

7.2 You are solely responsible for the nature, accuracy, legality and clearance status of your Content and for resolving any dispute concerning it.

7.3 You are responsible for maintaining your own independent backups of your Content. The Service is not a backup or archival service.

8. Acceptable Use

8.1 You must not, and must not permit any other person to:

• (a) use the Service for any purpose other than as contemplated by these Terms;

• (b) upload Content you are not authorised to upload, or use the Service to distribute infringing material;

• (c) provide false, fraudulent or deliberately misleading metadata, rights information or identity information;

• (d) circumvent, or attempt to circumvent, the Service's payment mechanisms, including by soliciting or accepting off-platform payment for a transaction initiated on the Service in order to avoid platform fees;

• (e) scrape, crawl, harvest, mine or bulk-extract Content, metadata or data from the Service, or bypass any measure designed to restrict automated access;

• (f) reverse engineer, decompile or disassemble any part of the Service, except to the extent this restriction is prohibited by applicable law;

• (g) use the Service, or any Content, data or output obtained from it, to train, fine-tune or develop any machine-learning or artificial-intelligence model;

• (h) resell, rent, lend, sub-license, time-share or otherwise make the Service available to any third party who is not an authorised user under your subscription;

• (i) introduce viruses, malware or other harmful code, or interfere with, overburden or impair the operation, security or integrity of the Service or any connected network;

• (j) attempt to gain unauthorised access to any account, workspace, system or data;

• (k) harass, abuse, threaten, defame or discriminate against any person through the Service; or

• (l) use the Service in violation of any applicable law, regulation, sanctions regime or export control.

8.2 You must report any conduct you believe may constitute misuse of the Service to contact@fstrx.io.

9. Confidentiality and Project Information

9.1 The Service is used to exchange commercially sensitive and unreleased material, including unreleased recordings and compositions, unreleased picture and edits, creative briefs, budgets, fee structures, deal terms and identities of the parties to a project.

9.2 You must treat as confidential all non-public information you receive through the Service from another User, and must not disclose it to any person outside the relevant project or use it for any purpose other than that project, unless the disclosing User has expressly agreed otherwise or the information is or becomes public through no act of yours.

9.3 Where a non-disclosure agreement or confidentiality obligation applies to a project, you must comply with it. Where you invite another person into a project, you are responsible for ensuring they are bound by equivalent obligations.

9.4 You must not upload information to a project unless you have the right to disclose that information to the intended recipients.

9.5 We provide technical controls intended to restrict project information to authorised participants, including permissions and access scoping. We may apply access controls, such as the ability to disable a link. Shared links do not expire automatically unless the Service says otherwise. We do not guarantee that any User will comply with its confidentiality obligations, and we are not liable for a User's breach of confidence. Your remedy in that event is against the User concerned.

9.6 Nothing in this Section prevents disclosure required by law, provided you give the disclosing User prompt notice where lawful to do so.

10. Export Controls and Sanctions

10.1 The Service is provided from the United States and is subject to United States export control and economic sanctions laws, including those administered by the Office of Foreign Assets Control and the Bureau of Industry and Security, as well as any other applicable export or trade restrictions.

10.2 You must not access, use, export, re-export or make the Service available in violation of those laws. In particular, you must not use the Service if you are located in, ordinarily resident in, or acting on behalf of any person in a country or territory subject to comprehensive sanctions, or if you are a person named on any restricted-party or sanctions list.

10.3 You represent that neither you nor, where you act for an organisation, that organisation is subject to any such restriction, and you will notify us immediately if that ceases to be true.

10.4 We may suspend or terminate access without notice where we reasonably believe continued provision of the Service would breach these laws.

11. Subscriptions, Fees and Taxes

11.1 The Service is currently offered free of charge during beta, subject to usage limits shown in your account. Paid plans have been announced at https://fstrx.io/pricing and will apply only once launched and disclosed to you before you are charged.

11.1A When paid plans launch, where a subscription renews automatically, we will disclose before you subscribe the renewal frequency, the renewal price, the timing of the renewal charge and the method of cancellation, and will obtain any consent required by applicable law. You may cancel at any time through your account settings.

11.2 Subscription fees are payable in advance in the currency stated at checkout, by a valid payment method that you authorise us (or our payment processor) to charge on a recurring basis. Payment processing will be performed by Stripe, Inc.; FSTRX does not store full payment card details.

11.3 If your use exceeds the storage, seat, processing or usage limits of your plan, we may charge for the excess at our then-current rates, billed in arrears, or require you to upgrade.

11.4 Subscription fees are non-refundable except where required by applicable law. If you cancel, your subscription continues until the end of the paid period and is not renewed; no pro-rata refund is given for the unexpired portion.

11.5 We may vary subscription prices on not less than thirty (30) days' written notice. Price changes take effect from your next renewal. If you do not accept a price change, you may cancel before it takes effect.

11.6 All fees are exclusive of VAT, sales tax, GST, withholding tax and any similar tax or duty, which you must pay in addition. Where we are required to withhold or collect tax, you will pay such additional amounts as are necessary so that we receive the amount we would have received absent the deduction.

11.7 If a payment fails or is not made when due, we may suspend or terminate your access to the Service and to your Content until payment is made.

12. Licensing Payments Between Users

12.0 FSTRX facilitates payments between Users through Stripe, Inc. ("Stripe"). References in this Section to the payment processor mean Stripe or such other processor as we may notify.

12.1 Where Users agree a licence, commission or other transaction through the Service, FSTRX facilitates payment for that transaction ("Licensing Payment"). A Supervisor may issue a payment link for a project. A Client, whether or not it holds an FSTRX account, pays through that link by card or US bank account, and the amount paid, less the platform fee under Section 12.3, is credited to that project's balance once the payment has settled.

12.2 Licensing Payments are processed by Stripe under Stripe's own terms. The project's Supervisor releases payouts from the project's balance to Providers who are members of that project. Providers receive payouts through Stripe Connect and must complete Stripe's onboarding and accept Stripe's Connected Account Agreement in order to receive Licensing Payments. Payouts are currently available only to Providers who can hold a Stripe account in the United States. FSTRX does not hold User funds in its own bank accounts; funds are held by Stripe pending release under Stripe's terms. FSTRX does not act as a bank, escrow agent, trustee or money transmitter.

12.3 FSTRX charges a platform fee of 1% of each Licensing Payment, subject to a minimum of US$1 per payment. FSTRX pays Stripe's processing fees out of its platform fee. The fee is deducted from the amount paid by the payer when the payment is made, and the remainder is credited to the project's balance. The current fee is shown to the Supervisor when creating a payment link. Fee rates may be varied on thirty (30) days' notice.

12.4 FSTRX is not a party to the underlying licence and does not guarantee any payment. FSTRX is not responsible for the failure of any User to fulfil its payment obligations, to release funds, to deliver Content, to grant rights, or to perform any other obligation under an independent licensing agreement.

12.5 You are solely responsible for determining, reporting and paying all taxes arising from Licensing Payments you make or receive, and for issuing any invoices, statements or tax documentation required by law. Where we are required to collect tax information or report payments, you will provide the necessary information promptly.

12.6 Chargebacks, reversals, refunds and disputes relating to a Licensing Payment are governed by the payment processor's terms and by the agreement between the Users involved. Where funds are recovered from us or from the processor following a chargeback, we may recover the corresponding amount, including our fees and costs, from the User who received them.

12.7 You must not use the Service to launder money, finance terrorism, evade sanctions or process payments for unlawful purposes, and you must provide any identity and verification information reasonably requested by us or by the payment processor.

12.8 Payers without an account. A person who pays through a payment link without an FSTRX account agrees, by completing payment, to this Section 12 and to Sections 4, 17, 18, 19 and 23, and to the Privacy Policy.

13. FSTRX Intellectual Property

13.1 All intellectual property rights in and to the Service — including its software, source code, models, algorithms, user interface, design, structure, documentation, trade marks, brand names and logos — vest in FSTRX or its licensors. Nothing in these Terms grants you any right, title or interest in the Service other than the limited right of use expressly granted.

13.2 We grant you a non-exclusive, non-transferable, revocable licence to access and use the Service, for the duration of your subscription, for your internal business purposes, in accordance with these Terms.

13.3 Except as the Service expressly permits, you must not download, copy, republish, distribute or communicate to any third party any part of the Service or any content or materials belonging to FSTRX.

13.4 If you provide feedback, suggestions or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

13.5 The Service incorporates open-source software components. The applicable licences are available on request from contact@fstrx.io.

14. Copyright Complaints and DMCA Procedure

14.1 FSTRX respects the intellectual property rights of others and expects Users to do the same. We will respond to properly submitted notices of alleged copyright infringement in accordance with the United States Digital Millennium Copyright Act (17 U.S.C. § 512) and other applicable law.

14.2 Designated Copyright Agent.

Legal Department
FSTRX LLC
16192 Coastal Highway, Lewes, Delaware 19958, United States
Email: contact@fstrx.io
Subject line: "DMCA Takedown Request"

14.3 Notice of infringement. A notice must be in writing and include:

• (a) a physical or electronic signature of a person authorised to act on behalf of the owner of the right allegedly infringed;

• (b) identification of the copyrighted work claimed to have been infringed;

• (c) identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it on the Service;

• (d) your name, address, telephone number and email address;

• (e) a statement that you have a good-faith belief that the disputed use is not authorised by the copyright owner, its agent or the law; and

• (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the owner of the right allegedly infringed or are authorised to act on the owner's behalf.

14.4 Counter-notice. If your Content has been removed or disabled and you believe this was the result of mistake or misidentification, or that you are authorised to use the Content, you may send a counter-notice to the Copyright Agent containing: your physical or electronic signature; identification of the Content removed and the location at which it appeared; a statement under penalty of perjury that you have a good-faith belief the Content was removed as a result of mistake or misidentification; your name, address, telephone number and email address; a statement that you consent to the jurisdiction of the federal court for the district in which you reside, or, if you reside outside the United States, the United States District Court for the District of Delaware; and a statement that you will accept service of process from the complaining party.

14.5 Upon receipt of a valid counter-notice we will forward it to the original complainant. Unless the complainant notifies us that it has filed an action seeking a court order, we may restore the Content in ten (10) to fourteen (14) business days.

14.6 Repeat infringers. We will terminate, in appropriate circumstances and at our discretion, the accounts of Users who are repeat infringers. We may also limit access to, or terminate the account of, any User who infringes the intellectual property rights of others, whether or not there is repeat infringement.

14.7 Knowingly making a material misrepresentation in a notice or counter-notice may expose you to liability for damages under 17 U.S.C. § 512(f).

15. Third-Party Services and Content

15.1 The Service integrates with, and may make available, services, data and content provided by third parties, including payment processing, cloud hosting and storage, audio and video analysis, recording identification, rights databases, and email integration.

15.2 Where you connect a third-party account to the Service, you authorise us to access and use that account as necessary to provide the connected feature, in accordance with the scope of the permission you grant and our Privacy Policy. You may revoke that authorisation at any time through your account settings or through the third-party provider.

15.3 We are not responsible for third-party services, data or content, make no warranty in respect of them, and do not endorse them. Your use of them may be subject to the third party's own terms, and any fees or obligations you incur with them are your responsibility.

15.4 Rights, ownership and royalty information derived from third-party databases is provided for convenience only and may be incomplete or inaccurate. It is not a substitute for direct verification with the relevant rights holder or collecting society.

16. Beta and Early-Access Features

16.1 The Service, or parts of it, is currently offered on a beta, preview or early-access basis. Features may be incomplete, may change substantially or be withdrawn without notice, and may contain defects.

16.2 Beta and early-access features are provided for evaluation. They are supplied "as is", without any warranty, service-level commitment, support obligation or guarantee of availability, continuity, data retention or backwards compatibility, and Sections 17 and 18 apply to them in full.

16.3 We may modify, suspend or discontinue the Service or any feature at any time, and may impose or change usage limits.

16.4 You should not rely on the Service as the sole repository of any Content or record, and should maintain independent backups and independent records of every transaction.

17. Disclaimer of Warranties

17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT, DATA, METADATA, ANALYSIS, MATCHES, IDENTIFICATIONS, CUE-SHEET INFORMATION AND OTHER OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND.

17.2 WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

17.3 WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE OR RELIABLE; OR THAT ANY CONTENT AVAILABLE THROUGH THE SERVICE IS CLEARED, LICENSABLE OR FREE OF THIRD-PARTY CLAIMS.

17.4 WE DO NOT WARRANT OR ENDORSE ANY USER, AND WE DO NOT VERIFY THE RIGHTS, OWNERSHIP CLAIMS, METADATA, IDENTITY OR SOLVENCY OF ANY USER.

17.5 Some jurisdictions do not permit the exclusion of certain warranties. Where such law applies, the above exclusions apply to the maximum extent permitted, and our liability is limited as set out in Section 18.

18. Limitation of Liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FSTRX, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL, REPUTATION, OPPORTUNITY, ANTICIPATED SAVINGS, ROYALTIES, DATA OR CONTENT, OR FOR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF FSTRX ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO FSTRX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

18.3 For the avoidance of doubt, platform fees deducted from Licensing Payments are included in the calculation under Section 18.2(a); the gross value of Licensing Payments is not. Where the Service is provided free of charge, the cap is the amount stated in Section 18.2(b).

18.4 WE HAVE NO LIABILITY WHATSOEVER FOR ANY CONTENT UPLOADED, STORED, SHARED OR COMMUNICATED BY USERS, FOR ANY TRANSACTION OR AGREEMENT BETWEEN USERS, OR FOR ANY DELETION, MODIFICATION, LOSS OF OR DAMAGE TO CONTENT.

18.5 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

18.6 The limitations in this Section apply even if a limited remedy fails of its essential purpose, and reflect an agreed allocation of risk that forms a basis of the bargain between us.

19. Indemnification

19.1 You agree to defend, indemnify and hold harmless FSTRX, its affiliates and their respective directors, officers, employees, agents, contractors and licensors from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, settlements, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to:

• (a) your Content, including any claim that it infringes or misappropriates the rights of any third party;

• (b) any breach by you of these Terms, including the warranties in Section 7;

• (c) any inaccuracy in metadata, ownership, split, IPI/PRO or other rights information you provide;

• (d) any transaction, licence, agreement or dispute between you and another User;

• (e) your violation of any applicable law or the rights of any third party; or

• (f) your use or misuse of the Service.

19.2 We will notify you promptly of any claim for which we seek indemnification, and you will not settle any claim in a manner that imposes any obligation or admission on FSTRX without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification, in which case you will cooperate with us.

20. Term, Suspension, Termination and Data After Termination

20.1 These Terms apply from your first use of the Service and continue until your account is terminated.

20.2 When paid plans launch, you may terminate your subscription at any time through your account settings or by contacting contact@fstrx.io. Termination takes effect at the end of the current paid period. No refund is due for the unexpired portion, except as required by law.

20.3 We may suspend, limit, restrict or terminate your access to the Service, in whole or in part, with immediate effect and without prior notice, where we reasonably consider that:

• (a) you have breached, or are likely to breach, these Terms;

• (b) you have uploaded infringing, unlawful or fraudulent material, or provided fraudulent metadata or rights information;

• (c) you have circumvented or attempted to circumvent the platform payment mechanism;

• (d) you have failed to pay any amount due;

• (e) your use may give rise to liability for us or for any other User, or may harm any person, the Service or our reputation; or

• (f) suspension is required by law or by a competent authority.

20.4 Where the circumstances permit, we will give you notice and a reasonable opportunity to remedy before terminating. We will notify you of a suspension or termination and, where lawful and appropriate, of the reason for it.

20.5 Data after termination. Following termination or expiry:

• (a) you may request an export of your Content and account data by contacting contact@fstrx.io within thirty (30) days, and may download your files through the Service's download functions where available;

• (b) after that period, we may delete your Content and account data. We are not obliged to retain it;

• (c) Content you have shared with other Users may remain accessible in their workspaces, as set out in Section 6.8;

• (d) we may retain records, transaction data and Content where required for legal, accounting, tax, audit, dispute-resolution or fraud-prevention purposes, for the periods set out in our Privacy Policy; and

• (e) residual copies in routine encrypted backups will expire in the ordinary course within thirty-five (35) days.

20.6 You are responsible for exporting your Content before terminating. We strongly recommend maintaining independent backups at all times.

21. Monitoring, Access and Disclosure

21.1 We have no general obligation to monitor Content or communications on the Service.

21.2 We may, however, access, review, retain and disclose Content, account data and communications where we reasonably consider it necessary to:

• (a) provide, maintain, secure or troubleshoot the Service, including support requested by you;

• (b) comply with applicable law, a court order, subpoena or other valid legal process;

• (c) investigate suspected breach of these Terms, infringement, fraud or unlawful activity;

• (d) respond to an emergency involving a risk to life or serious harm;

• (e) enforce or protect our rights, property or safety, or those of our Users or the public.

21.3 We may remove, disable, restrict or refuse to distribute any Content that we reasonably believe breaches these Terms or applicable law.

22. Changes to These Terms

22.1 We may amend these Terms from time to time. Where the change is material, we will give you not less than thirty (30) days' notice by email to your registered address and by notice within the Service, and will state the effective date.

22.2 Material changes take effect on the stated effective date. Continued use of the Service after that date, or acceptance of the updated Terms where re-acceptance is requested, constitutes your acceptance. If you do not agree, you must stop using the Service and may terminate under Section 20.2 before the effective date.

22.3 Non-material changes (such as corrections, clarifications or changes required by law with immediate effect) may take effect on posting.

22.4 The current version of these Terms is always available at https://fstrx.io/terms, together with the date on which it was last updated.

23. Governing Law and Disputes

23.1 These Terms, and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and waive any objection to venue or forum non conveniens in those courts.

23.3 Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by negotiation for a period of thirty (30) days following written notice of the dispute to contact@fstrx.io. This does not prevent either party from seeking urgent injunctive or equitable relief.

23.4 Nothing in this Section affects any mandatory consumer or statutory rights available to you under the law of your country of residence that cannot be excluded by agreement.

24. General

24.1 Entire agreement. These Terms, together with the Privacy Policy, any Data Processing Addendum and any order form or plan documentation, constitute the entire agreement between the parties in relation to the Service and supersede all prior agreements and understandings on that subject.

24.2 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will continue in full force.

24.3 Waiver. No failure or delay in exercising a right operates as a waiver of it. A waiver is effective only if in writing and signed by an authorised representative.

24.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets, on notice to you.

24.5 Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, fire, flood, strike, change in law, failure of telecommunications or utilities, or failure of a third-party infrastructure provider.

24.6 No partnership or agency. Nothing in these Terms creates a partnership, joint venture, employment, franchise or agency relationship between the parties.

24.7 Survival. Sections 4, 6.7, 6.8, 7, 9, 10, 13, 14, 17, 18, 19, 20.5, 21, 23 and 24 survive termination or expiry of these Terms, together with any other provision that by its nature is intended to survive.

24.8 Notices. Notices to FSTRX must be sent to contact@fstrx.io and to 16192 Coastal Highway, Lewes, Delaware 19958, United States. Notices to you will be sent to the email address registered on your account and are deemed received on the day sent.

24.9 Third-party rights. Except as expressly stated, no person who is not a party to these Terms has any right to enforce any of its provisions.

24.10 Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version prevails.

25. Contact

FSTRX LLC
16192 Coastal Highway, Lewes, Delaware 19958, United States
General and legal: contact@fstrx.io
Privacy and data rights: contact@fstrx.io
Copyright and DMCA: contact@fstrx.io
Support: contact@fstrx.io